PURCHASE AGREEMENT

                                Dated May 9, 2003

                                     for the

                                 ACQUISITION OF

                     LONDON PACIFIC ADVISORY SERVICES, INC.

                                       and

                         LONDON PACIFIC SECURITIES, INC.



                                       by



                          SUNGARD BUSINESS SYSTEMS INC.


<PAGE>

                               PURCHASE AGREEMENT


PARTIES:         LONDON PACIFIC GROUP LIMITED
                 a Jersey Channel Islands corporation ("Parent")
                 Mindon House
                 6 Minden Place
                 St. Helier
                 Jersey JE2 4WQ

                 LONDON PACIFIC TECHNOLOGIES, INC.
                 a California corporation d/b/a London Pacific Advisors ("LPTI")
                 2399 Gateway Oaks Dr., #200
                 Sacramento, CA  95833

                 LP ADVISORS, INC.
                 a California corporation ("Seller")
                 2399 Gateway Oaks Dr., #200
                 Sacramento, CA  95833

                 LONDON PACIFIC ADVISORY SERVICES, INC.
                 a California corporation ("LPAS")
                 d/b/a London Pacific Advisors
                 2399 Gateway Oaks Dr., #200
                 Sacramento, CA  95833

                 LONDON PACIFIC SECURITIES, INC.
                 a Delaware corporation ("LP Securities")
                 2399 Gateway Oaks Dr., #200
                 Sacramento, CA  95833

                 LPA INSURANCE AGENCY, INC.
                 a California corporation ("LPA Insurance")
                 2399 Gateway Oaks Dr., #200
                 Sacramento, CA  95833

                 SUNGARD BUSINESS SYSTEMS INC.
                 a Delaware corporation ("Buyer")
                 104 Inverness Center Place
                 Birmingham, AL  35242

DATE:             May 9, 2003

        BACKGROUND: LPAS is an investment adviser registered with the Securities
and  Exchange  Commission  ("SEC")  pursuant  to Section  203 of the  Investment
Advisers Act of 1940; it is engaged in the business of developing,  maintaining,
marketing and providing web-based  proprietary turnkey asset management software
systems,  Investment Management Services (as defined in Section 1.38) (on both a
discretionary and non-discretionary  basis and a


<PAGE>

supervisory and  non-supervisory  basis) and technical and financial  consulting
services to financial institutions and financial advisors in the managed account
segment of the financial services industry (the "LPAS Business").  LP Securities
is a  broker-dealer  registered  with  the SEC  pursuant  to  Section  15 of the
Securities  Exchange Act of 1934 and a member of the NASD;  it is engaged in the
business of operating a registered broker-dealer for the execution of securities
transactions  (including  securities  transactions for advisory clients of LPAS)
through  fully-disclosed  clearing arrangements with third party clearing firms,
and  regulatory  oversight/compliance  for its registered  representatives,  and
other  activities  related or incidental to the  foregoing  (the "LP  Securities
Business"). LP Securities owns 100% of the capital stock of LPA Insurance, which
is licensed as an  insurance  agency in 47 states and is engaged in the business
of  marketing  and  selling  insurance  products,   including  variable  annuity
contracts (the "LPA Insurance Business").  Seller owns 100% of the capital stock
of LPAS (the "LPAS Stock") and 100% of the capital  stock of LP Securities  (the
"LP Securities Stock," and together with the LPAS Stock, the "Stock"). LPTI owns
100% of the issued and  outstanding  capital  stock of Seller,  and Parent owns,
indirectly,  100% of the  issued  and  outstanding  capital  stock of LPTI.  The
parties desire that Seller sell and Buyer buy all of the Stock, all on the terms
and  subject  to the  conditions  set  forth  in this  Purchase  Agreement  (the
"Agreement").

        INTENDING TO BE LEGALLY BOUND, in consideration of the foregoing and the
mutual agreements  contained herein and subject to the satisfaction of the terms
and conditions set forth herein, the parties hereto agree as follows:

                            SECTION 1. DEFINED TERMS

        Certain  defined  terms  used in  this  Agreement  and not  specifically
defined in context are defined in this Section 1 as follows:

        1.1 "Accounts Receivable" means (a) any right to payment for goods sold,
leased or licensed or for services  rendered,  whether or not it has been earned
by performance,  whether billed or unbilled,  and whether or not it is evidenced
by any Contract;  (b) any note receivable;  or (c) any other receivable or right
to payment of any nature.

        1.2 "Acquired Companies" means LPAS, LP Securities and LPA Insurance.

        1.3  "Acquired  Companies  Business"  means  the LPAS  Business,  the LP
Securities Business and the LPA Insurance Business.

        1.4 "Acquired  Companies  Intangibles"  means the LPAS  Intangibles,  LP
Securities Intangibles and LPA Insurance Intangibles.

        1.5  "Acquired   Companies   Intellectual   Property"   means  the  LPAS
Intellectual  Property,  the LP  Securities  Intellectual  Property  and the LPA
Insurance Intellectual Property.

        1.6 "Advisers  Act" means the United States  Investment  Advisers Act of
1940, as amended.

        1.7 "Advisory Agreement" has the meaning set forth in Section 3.19(a).

                                       2
<PAGE>

        1.8  "Advisory  Client"  means  any  Person  (i)  that,  as the  context
requires,  is the  client  party to, on the date of this  Agreement  or prior to
Closing,  or has been the client  party to, an Advisory  Agreement  with LPAS or
(ii) to whom  LPAS,  as the  context  requires,  provides,  on the  date of this
Agreement  or prior to Closing,  or has  provided,  services  which  involve the
management of an investment  account or fund (or portions  thereof or a group of
investment  accounts or funds) for  compensation,  it being understood that, for
purposes of this  Agreement,  it does not mean LPAS's  Institutional  Clients or
independent advisors, or the clients of LPAS's Institutional Clients.

        1.9 "Asset"  means any real,  personal,  mixed,  tangible or  intangible
property of any nature including Cash Assets,  prepayments,  deposits,  security
deposits under any leases, escrows, Accounts Receivable, Tangible Property, Real
Property,  Software,  Contract  Rights,  Intangibles  and goodwill,  and claims,
causes of action and other legal rights and remedies.

        1.10 "Brokerage Agreement" has the meaning set forth in Section 3.19(b).

        1.11 "Brokerage  Client" means any Person to whom LP Securities,  as the
context requires,  provides,  on the date of this Agreement or prior to Closing,
or  has   provided,   securities   transaction   execution   services  or  other
broker-dealer related services.

        1.12  "Cash  Asset"  means  any  cash on  hand,  cash  in bank or  other
accounts,  readily  marketable  securities,  and  other  cash-equivalent  liquid
assets.

        1.13 "Client  Consent" means the requisite  Consent or deemed Consent of
each  Advisory  Client  to the  deemed  assignment  of  such  person's  Advisory
Agreement in connection with the transactions  contemplated by this Agreement as
required  by  the  Advisers  Act  and  the  rules  and  regulations  promulgated
thereunder.

        1.14 "Code"  means the Internal  Revenue  Code of 1986,  as amended from
time to time, and the rules and regulations promulgated thereunder.

        1.15 "Consent" means any consent,  approval,  order or authorization of,
or any declaration,  filing or registration with, or any application,  notice or
report to, or any waiver by, or any other action (whether  similar or dissimilar
to any of the foregoing) of, by or with, any Person, which is necessary in order
to take a specified  action or actions in a specified manner and/or to achieve a
specified result.

        1.16  "Contract"   means  any  written  or  oral  contract,   agreement,
instrument,  order,  arrangement,  commitment  or  understanding  of any  nature
including sales orders,  purchase  orders,  leases,  subleases,  data processing
agreements,  maintenance agreements, license agreements,  sublicense agreements,
loan agreements,  promissory  notes,  security  agreements,  pledge  agreements,
deeds, mortgages, guaranties,  indemnities,  warranties,  employment agreements,
consulting agreements,  sales representative agreements,  independent contractor
agreements,  separate account or private portfolio management agreements,  joint
venture  agreements,   buy-sell  agreements,   clearing   agreements,   customer
agreements, including Advisory Agreements, options or warrants.

                                       3
<PAGE>

        1.17  "Contract  Right"  means any right,  power or remedy of any nature
under any Contract including rights to receive property or services or otherwise
derive benefits from the payment, satisfaction or performance of another party's
Obligations,  rights to demand that another party accept property or services or
take any other actions, and rights to pursue or exercise remedies or options.

        1.18 "Employee  Benefit Plan" means any employee benefit plan as defined
in Section 3(3) of ERISA, and any other plan, program, policy or arrangement for
or regarding bonuses, commissions, incentive compensation,  severance, vacation,
deferred compensation,  pensions, profit sharing,  retirement,  payroll savings,
stock options,  stock purchases,  stock awards, stock ownership,  phantom stock,
stock  appreciation  rights,  medical/dental  expense payment or  reimbursement,
disability  income or protection,  sick pay, group  insurance,  self  insurance,
death  benefits,  employee  welfare or fringe  benefits  of any nature  (but not
including  employment  Contracts  with  individual  employees)  under  which any
employee,  former employee,  director or consultant of or to an Acquired Company
or any ERISA Affiliate,  or any beneficiary or any such individual,  is covered,
is eligible for coverage or has benefit or  compensation  rights or with respect
to  which  an  Acquired  Company  or any  ERISA  Affiliate  has or may  have any
liability.

        1.19  "Encumbrance"  means  any lien,  super  lien,  security  interest,
pledge,  right of first  refusal,  mortgage,  easement,  covenant,  restriction,
reservation,  conditional sale, prior assignment,  or other encumbrance,  claim,
burden, charge or interest of another Person of any kind or nature.

        1.20  "Entity"   means  any   corporation   (including   any  non-profit
corporation),   general  partnership,  limited  partnership,  limited  liability
partnership,  joint  venture,  estate,  trust,  company  (including  any company
limited by shares,  limited  liability  company or joint stock  company),  firm,
society or other enterprise, association, organization or entity.

        1.21  "Environmental  Laws" means all applicable Laws (including consent
decrees and administrative  orders) relating to the public health and safety and
protection of the environment  including  those  governing the use,  generation,
handling,  storage  and  disposal  or cleanup of  Hazardous  Substances,  all as
amended.

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

        1.23  "ERISA  Affiliate""  means any trade or  business,  whether or not
incorporated, which is a member of a "controlled group of corporations" or which
is under "common control" (as such terms are defined in Section 414 of the Code)
with an Acquired Company, which is a member of an "affiliated service group" (as
such term is defined  in Section  414 of the Code)  that  includes  an  Acquired
Company or which is part of another  arrangement  with an  Acquired  Company (as
described in Section 414(o) of the Code).

        1.24 "Exchange Act" means the United States  Securities  Exchange Act of
1934, as amended.

                                       4
<PAGE>

        1.25 "Excluded  Liabilities Escrow Agreement" has the meaning given that
term in Section 2.5.1(b).

        1.26  "Frederick  Morgan" means  Frederick  Morgan & Co.,  Limited,  the
wholly owned subsidiary of Parent and the direct Parent of LPTI.

        1.27 "GAAP" means United States generally accepted accounting principles
applied on a consistent  basis,  as promulgated in (a) the documents of Rule 203
of the Code of  Professional  Conduct of the  American  Institute  of  Certified
Public  Accountants,  (b)  statement  of  Accounting  Standards  No. 43 "Omnibus
Statement on Auditing Standards" of the Auditing Standards Board of the American
Institute of Certified  Public  Accountants  (AICPA) and (c) any  superseding or
supplemental  documentation of equal authority  promulgating  generally accepted
accounting  principles and practices,  all as in effect from time to time. In no
event shall the consistent application of historical accounting policies used by
an Acquired Company have priority over GAAP regardless of materiality.

        1.28   "Governmental   or  Regulatory   Body"  means  any:  (a)  nation,
principality,   republic,  state,  commonwealth,  province,  territory,  county,
municipality,  district or other jurisdiction of any nature; (b) federal, state,
local,   municipal,   foreign  or  other   government;   (c)   governmental   or
quasi-governmental authority of any nature (including any governmental division,
subdivision,  department,  agency, bureau, branch, office, commission,  council,
board, instrumentality,  officer, official, representative,  organization, unit,
body or Entity and any court or other tribunal); (d) multi-national organization
or body; (e) self-regulatory  organization as defined in Section 3(a)(26) of the
Exchange  Act;  or (f)  individual,  Entity or body  exercising,  or entitled to
exercise,  any executive,  legislative,  judicial,  administrative,  regulatory,
police, military or taxing authority or power of any nature under or pursuant to
any of the foregoing.

        1.29 "Hazardous  Substances"  means any substance,  waste,  contaminant,
pollutant or material that has been determined by any Governmental or Regulatory
Body to be  capable  of posing a risk of injury  or  damage to  health,  safety,
property or the environment including (a) all substances,  wastes, contaminants,
pollutants  and  materials  defined,   designated  or  regulated  as  hazardous,
dangerous  or toxic  pursuant  to any  Law,  and (b)  asbestos,  polychlorinated
biphenyls ("PCBs"), petroleum, petroleum products, urea formaldehyde and mold.

        1.30  "Holdback  Escrow  Agent"  means  the  escrow  agent  named in the
Holdback Escrow Agreement.

        1.31  "Holdback  Escrow  Agreement"  has the meaning  given that term in
Section 7.2.14.

        1.32 "including" means including but not limited to.

        1.33 "Insurance  Policy" means any public liability,  product liability,
general liability,  comprehensive,  property damage,  vehicle,  life,  hospital,
medical,  dental,  disability,  worker's  compensation,  key man, fidelity bond,
theft,  forgery,  errors and omissions,  directors' and officers' liability,  or
other insurance policy of any nature.

                                       5
<PAGE>

        1.34  "Intangible"   means  any  name,   corporate  name,  domain  name,
fictitious  name,  brand name,  product name,  slogan,  trade secret,  know-how,
website,   design,  logo,  formula,   invention,   product  right,   technology,
Intellectual Property Right,  Software, or other intangible asset of any nature,
whether in use, operational, active, under development or design, non-operative,
or inactive, owned, marketed, maintained, supported, used, licensed or otherwise
held for use by, or licensed to or with  respect to which rights are granted to,
a Person,  whether arising under statutory or common law in any  jurisdiction or
otherwise.

        1.35  "Intellectual  Property  Rights"  means  any and all  intellectual
property rights and industrial property rights (throughout the universe,  in all
media,  now  existing or created in the future,  and for the entire  duration of
such rights) arising under statutory or common law, contract, or otherwise,  and
whether or not  perfected,  including all (a) patents,  reissues and  reexamined
patents, and patent applications,  whenever filed and wherever issued, including
limitation, continuations, continuations-in-part,  substitutes, and divisions of
such applications and all priority rights resulting from such applications;  (b)
rights associated with works of authorship including  copyrights,  moral rights,
copyright  applications,   copyright   registrations,   and  rights  to  prepare
derivative  works;  (c) rights  relating to the  protection of trade secrets and
confidential  information;  (d) rights in  trademarks,  trademark  applications,
service marks, service mark applications,  trade names, logos,  symbols, and the
like; (e)  divisions,  continuations,  renewals,  reissues and extensions of the
foregoing  (as and to the extent  applicable)  now  existing,  hereafter  filed,
issued,  or  acquired  and (f)  rights  analogous  to  those  set  forth in this
Definition and any and all other proprietary rights relating to the foregoing.

        1.36 "Institutional  Clients" means the institutional  customers of LPAS
to which LPAS provides financial software and consulting  services pursuant to a
financial consulting and services agreement.

        1.37 "Investment  Company Act" means the U.S.  Investment Company Act of
1940, as amended.

        1.38 "Investment  Management  Services" means any services which involve
(i) the  management of an investment  account or fund (or portions  thereof or a
group of  investment  accounts  or funds) for  compensation,  (ii) the giving of
advice  or  the  provision  of  administration  services  with  respect  to  the
investment  and/or  reinvestment  of  assets or funds (or any group of assets or
funds) for  compensation  or (iii) otherwise  acting as an "investment  adviser"
within the meaning of the Advisers  Act, and  performing  activities  related or
incidental thereto.

        1.39 "IRS" means the United States Internal Revenue Service.

        1.40 "Judgment"  means any order,  writ,  injunction,  citation,  award,
decree or other judgment of any nature of any Governmental or Regulatory Body.

        1.41 "to the best of Seller's  knowledge" and similar  phrases mean that
none of the directors or officers of Seller or any of the Acquired Companies has
any actual  knowledge,  implied  knowledge or belief that the statement  made is
incorrect;  provided,  however,  nothing  contained in this  Agreement  shall be
deemed to make such  individuals  personally  liable hereunder in the absence of
their  fraud  or  intentional  misrepresentation.  For  this  purpose,

                                       6
<PAGE>

"implied  knowledge" means all information  available in the books,  records and
files of Seller or any of the Acquired Companies.

        1.42 "to the best of Parent's  knowledge" and similar  phrases mean that
none of the  directors  or officers of Parent or LPTI has any actual  knowledge,
implied  knowledge or belief that the  statement  made is  incorrect;  provided,
however,  nothing  contained  in this  Agreement  shall be  deemed  to make such
individuals  personally  liable  hereunder  in the  absence  of  their  fraud or
intentional  misrepresentation.  For this purpose, "implied knowledge" means all
information  available  in the books,  records  and files of any of the LP Group
Companies.

        1.43 "Law" means any provision of any law including common law, statute,
ordinance, charter, constitution,  treaty, code, rule, regulation,  guideline or
other pronouncement of the United States, any foreign country or any domestic or
foreign  state,   county,  city  or  other  political   subdivision  or  of  any
Governmental or Regulatory Body having  jurisdiction over the Acquired Companies
or, where the context requires, over the LP Group Companies.

        1.44 "LPA Insurance  Business" shall have the meaning given to that term
in the "Background" section of this Agreement.

        1.45  "LPA   Insurance   Intangibles"   means  all  Software  and  other
Intangibles owned,  marketed,  licensed,  maintained or under development by LPA
Insurance or used in the operations of the LPA Insurance Business.

        1.46  "LPA  Insurance  Intellectual  Property"  means  all  Intellectual
Property Rights owned, licensed or under development by LPA Insurance.

        1.47  "LPAS  Business"  shall  have the  meaning  given that term in the
"Background" section of this Agreement.

        1.48 "LPAS  Intangibles" means all Software and other Intangibles owned,
marketed,  licensed,  maintained or under development by LPAS, Seller or LPTI or
used in the operations of the LPAS Business.

        1.49 "LPAS Intellectual Property" means all Intellectual Property Rights
owned, licensed or under development by LPAS, Seller or LPTI.

        1.50  "LPAS  Stock"  shall  have  the  meaning  given  that  term in the
"Background" section of this Agreement.

        1.51 "LP Group Companies" means Parent,  Frederick Morgan,  LPTI, Seller
and, prior to the Closing, each of the Acquired Companies.

        1.52 "LP Securities  Business" shall have the meaning given that term in
the "Background" section of this Agreement.

        1.53  "LP   Securities   Intangibles"   means  all  Software  and  other
Intangibles  owned,  marketed,  licensed,  maintained or under development by LP
Securities or used in the operations of the LP Securities Business.

                                       7
<PAGE>

        1.54  "LP  Securities  Intellectual  Property"  means  all  Intellectual
Property Rights owned, licensed or under development by LP Securities.

        1.55 "LP Securities Stock" shall have the meaning given that term in the
"Background" section of this Agreement.

        1.56 "Material  Adverse Effect" means a material adverse effect on, or a
material adverse change or a material  casualty loss (whether or not insured) to
(i) an Acquired  Company's business taken as a whole, to its operations taken as
a whole, to its properties taken as a whole, to its financial condition taken as
a whole, to its Assets taken as a whole, to its Obligations  taken as a whole or
to its  results of  operations  taken as a whole,  or (ii) the ability of any LP
Group Company to consummate  the  transactions  contemplated  by this  Agreement
applicable to it, in accordance with the terms of this Agreement.

        1.57 "NASD" means the National Association of Securities Dealers, Inc.

        1.58 "Obligation" means any debt, liability or obligation of any nature,
whether secured, unsecured,  recourse,  nonrecourse,  liquidated,  unliquidated,
accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown
or otherwise.

        1.59  "Permit"  means any  license,  permit,  approval,  waiver,  order,
authorization,  right or privilege of any nature,  granted,  issued, approved or
allowed by any Governmental or Regulatory Body.

        1.60 "Person" means any individual, Entity or Governmental or Regulatory
Body.

        1.61  "Prime  Rate" means the prime rate of general  application  as set
forth in the "Money Rates"  section (or such future section as shall replace it)
of The Wall Street Journal (Eastern  Edition),  as published on a specified date
or dates,  or, if no date(s) are specified,  as the same shall be published from
time to time.

        1.62 "Proceeding"  means any suit,  action,  litigation,  investigation,
arbitration, administrative hearing or other proceeding of similar nature.

        1.63 "Real Property" means any real estate, land, building, condominium,
town house,  structure or other real property of any nature, all shares of stock
or other ownership interests in cooperative or condominium associations or other
forms of ownership  interest through which interests in real estate may be held,
and all appurtenant and ancillary rights thereto including easements, covenants,
water rights, sewer rights and utility rights.

        1.64 "Reportable  Transaction"  means any transaction listed in Treasury
Regulation Section 1.6011-4(b).

        1.65 "SEC" has the meaning given that term in the  "Background"  section
of this Agreement.

        1.66  "Software"   means  any  computer   program,   operating   system,
application,  system,  firmware or software of any nature,  whether operational,
active, under development or design,

                                       8
<PAGE>

non-operational  or inactive,  including all object code,  source code,  comment
code, algorithms,  processes, formulae,  interfaces,  navigational devices, menu
structures or arrangements, icons, operational instructions,  scripts, commands,
syntax,  screen  designs,  reports,   designs,   concepts,  visual  expressions,
technical manuals, test scripts, user manuals and other documentation  therefor,
whether in machine-readable  form, programming language or any other language or
symbols, and whether stored,  encoded,  recorded or written on disk, tape, film,
memory device,  paper or other media of any nature and all data bases  necessary
or appropriate to operate or in the use of any such computer program,  operating
system, application, firmware or software.

        1.67  "Specified  Contract"  has the meaning  given that term in Section
3.15.

        1.68 "Stock" has the meaning given that term in the "Background" section
of this Agreement.

        1.69 "SunGard" means SunGard Data Systems, Inc.

        1.70 "SunGard  Group" means SunGard,  Buyer and all of the other current
or  future  subsidiaries   (including,   following  the  Closing,  the  Acquired
Companies) of SunGard.

        1.71  "Tangible  Property"  means  any  furniture,  fixtures,  leasehold
improvements,  vehicles, office equipment,  computer equipment, other equipment,
machinery,  tools,  forms,  supplies or other tangible  personal property of any
nature.

        1.72  "Tax"  means  (a) any  foreign,  federal,  state or local  income,
earnings, profits, gross receipts,  franchise,  capital stock, net worth, sales,
use, value added, occupancy, general property, real property, personal property,
intangible property, transfer, fuel, excise, payroll, withholding,  unemployment
compensation,  social security,  retirement or other tax of any nature;  (b) any
foreign,  federal,  state or local  organization fee,  qualification fee, annual
report fee, filing fee, occupation fee,  assessment,  sewer rent or other fee or
charges of any nature;  or (c) any deficiency,  interest or penalty imposed with
respect to any of the foregoing.

        1.73 "Tax Returns" means all federal,  state,  local,  foreign and other
Tax  returns  and  reports,  information  returns,   statements,   declarations,
estimates, schedules, notices, notifications,  forms, elections, certificates or
other  documents  required  to be  filed or  submitted  to any  Governmental  or
Regulatory  Body with respect to the  determination,  assessment,  collection or
payment of any Tax or in connection with the  administration,  implementation or
enforcement of or compliance with any Law relating to any Tax.


                           SECTION 2. THE TRANSACTION

        2.1 Sale and  Purchase  of Stock.  On the  Closing  Date (as  defined in
Section 7.1), and subject to the other terms and  conditions of this  Agreement,
Seller  shall  sell,  transfer,  assign  and  convey to Buyer,  and Buyer  shall
purchase,  all right,  title and  interest in and to the Stock free and clear of
any Encumbrances.

        2.2 Purchase Price. Subject to the adjustments described in this Section
2, the total purchase price for the Stock  ("Purchase  Price") shall consist of:
(a) a cash payment ("Closing

                                       9
<PAGE>

Payment")  in the amount of Six Million  Nine  Hundred  Fifty  Thousand  Dollars
($6,950,000,) payable at Closing (as defined in Section 7.1); (b) a cash payment
in the amount of Two Hundred Fifty Thousand Dollars  ($250,000) ("TNW Holdback")
less the amount,  if any,  of the TNW  Adjustment  (as defined in Section  2.5),
payable in accordance  with Section  2.5.3;  (c) a cash payment in the amount of
One Million Dollars ($1,000,000)  ("Indemnification  Holdback") less the amount,
if any, of the  Indemnification  Matters Adjustment (as defined in Section 2.6),
payable in accordance  with Section 2.6; and (d) the Earnout Payment (as defined
in Section 2.7), payable in accordance with Section 2.7.3.

        2.3 Section 338(h)(10)  Election Option and Allocation of Consideration.
Prior to the Closing,  Buyer shall, at its expense,  and with the cooperation of
the  Seller and the  Acquired  Companies,  have a  valuation  made  (either by a
SunGard Group member or by an independent third party) of the Acquired Companies
and based on such valuation shall determine,  at its sole option, whether or not
it will elect to make an election under Section  338(h)(10) of the Code (and any
corresponding  election under foreign, state and local Tax Laws) with respect to
the purchase and sale of the Stock hereunder (a "Section 338(h)(10)  Election").
If, prior to the Closing, Buyer elects to make such Section 338(h)(10) Election,
Seller shall join with Buyer in making the election and will include any income,
gain,  loss,  deduction or other tax item resulting from the Section  338(h)(10)
Election on all of its federal,  state, local, foreign and other Tax returns and
reports  (including  information  returns) to the extent permitted by applicable
Law. The Seller or its affiliates (other than the Acquired Companies) shall also
pay any Tax imposed on any of the Acquired Companies  attributable to the making
of the Section  338(h)(10)  Election.  The  Purchase  Price  shall be  allocated
entirely  to the  Stock;  provided,  however,  that,  if Buyer  elects to make a
Section  338(h)(10)  Election in accordance  with this Section 2.3, the Purchase
Price  allocated  to the  Stock,  as well  as the  liabilities  of the  Acquired
Companies,  will be allocated to the Assets of the Acquired  Companies by all of
the parties for all purposes  (including  Tax and financial  accounting)  in the
manner set forth in the Allocation  Statement (as defined in Section 7.3.8).  In
any event,  Buyer,  Seller and each of the Acquired Companies shall file all Tax
Returns (including all amended returns and refund claims) in a manner consistent
with the allocations set forth in the Allocation Statement.

        2.4 Closing  Balance  Sheets.  Following the Closing,  the Buyer and the
Acquired Companies,  with the cooperation and participation (but not control) of
the Seller,  shall  prepare or cause to be prepared  certain  unaudited  balance
sheets of the Acquired  Companies  ("Closing Balance Sheets") in accordance with
GAAP,  except that they shall not have footnotes or other audit  disclosures and
shall be subject to normal  adjustments  which would ordinarily be taken at year
end  and  which,  individually  and in  the  aggregate,  are  not  material,  in
accordance with the following provisions:

                2.4.1.  Type of  Statements.  The Closing  Balance  Sheets shall
        include (i) a balance  sheet of each of the Acquired  Companies,  (ii) a
        consolidated  balance  sheet  of LP  Securities,  and  (iii) a  combined
        balance sheet (the "Combined  Closing  Balance  Sheet") of LP Securities
        (consolidated  with LPA  Insurance) and LPAS, in each case (a) as of the
        last day of the month  preceding the Closing Date, if the Closing occurs
        on any of the first nine days of a month, or (b) as of the Closing Date,
        if the Closing occurs on any other day of a month.

                                       10
<PAGE>

                2.4.2.  Delivery of  Documents.  Buyer shall deliver the Closing
        Balance Sheets to Seller as soon as practicable after the Closing but in
        any event within forty-five (45) days after the Closing Date.

        2.5 Adjustment  Related to Minimum  Tangible Net Worth. The TNW Holdback
shall be reduced  by the amount  (the "TNW  Adjustment"),  if any,  by which the
Acquired Companies' tangible net worth as of the Closing Date (as calculated and
finally  determined  in accordance  with Sections  2.5.1 and 2.5.2) is less than
$250,000.

                2.5.1.  Calculation of Tangible Net Worth.  For purposes of this
        Section 2, the Acquired Companies' "tangible net worth as of the Closing
        Date" shall mean and be equal to the  aggregate net book value of all of
        the Acquired Companies' Assets reflected on the Combined Closing Balance
        Sheet less (i) those Assets which are Intangibles and (ii) the aggregate
        net book value of all Obligations of the Acquired Companies reflected on
        the Combined Closing Balance Sheet, subject to the following exclusions:


                        (a) The  calculation  of  tangible  net  worth as of the
                Closing  Date shall not  include  any  intercompany  Obligations
                (i.e.  Obligations of an Acquired Company to any other member or
                affiliate of the LP Group  Companies and the  Obligations of any
                other member or affiliate of the LP Group Company to an Acquired
                Company),  all of which  shall  be  satisfied  in full  prior to
                Closing in accordance with Section 5.5(f); and

                        (b) The  calculation  of  tangible  net  worth as of the
                Closing Date shall not include those  contingent  Obligations of
                the Acquired Companies reflected on the Combined Closing Balance
                Sheet (the "Excluded  Liabilities") (i) that Seller  irrevocably
                agrees to discharge in and pursuant to an  assumption  agreement
                with Buyer in the form  attached  hereto as EXHIBIT  2.5.1(b)(i)
                (the "Seller's Assumption  Agreement") and (ii) for which Seller
                deposits  an  amount  equal  to the  amount  reserved  for  such
                Obligations on the Combined Closing Balance Sheet (the "Reserved
                Amount")  into escrow under and pursuant to an escrow  agreement
                in  the  form  attached  hereto  as  EXHIBIT  2.5.1(b)(ii)  (the
                "Excluded Liabilities Escrow Agreement").

                2.5.2.  Tangible Net Worth  Statement.  Buyer shall (a) prepare,
        with the cooperation and participation  (but not control) of the Seller,
        a statement ("TNW Statement")  showing a clear and detailed  calculation
        of the TNW  Adjustment to the Purchase  Price  described in this Section
        2.5 and shall exclude from such calculation,  in accordance with Section
        2.5.1, any Excluded  Liabilities  requested by Seller (by written notice
        to  Buyer  made  within  five (5) days  following  the date the  Closing
        Balance  Sheets  are  delivered  to Seller  under  Section  2.4.2) to be
        excluded;  and (b) deliver the TNW  Statement to Seller  within ten (10)
        days  following  the date the Closing  Balance  Sheets are  delivered to
        Seller under Section 2.4.2.  Seller shall notify Buyer of any objections
        to the TNW  Statement  (which  may  include  objections  to the  Closing
        Balance  Sheets)  within thirty (30) days after Seller  receives the TNW
        Statement  and all of the  documents  required to be delivered to Seller
        under  Section  2.4.2.  If  Seller  does  not  notify  Buyer of any such
        objections by the end of that thirty-day period, then the TNW Statement,
        as prepared by Buyer,  shall be considered final on the last day of that
        thirty-day period. If Seller does notify Buyer of any such objections by
        the end of that  thirty-day  period,  and Seller and Buyer are unable to
        resolve their differences within fifteen (15) days thereafter,  then the
        disputed  items  on the TNW  Statement  shall  be  reviewed,  as soon as
        possible, by the Seller's  accountants.  Seller and Buyer

                                       11
<PAGE>

        shall instruct their respective accountants to, in good faith, use their
        best efforts to resolve such disputed items to their mutual satisfaction
        and to  deliver a final  TNW  Statement  to Seller  and Buyer as soon as
        possible. If Seller's accountants and the Buyer's accountants are unable
        to  resolve  any such  disputed  items  within  thirty  (30) days  after
        receiving such  instructions,  then the remaining disputed items and the
        value  attributable  to them  by  each of  Buyer  and  Seller  shall  be
        submitted to a mutually agreeable, nationally recognized accounting firm
        ("Arbiter")  for  resolution,  and the Arbiter  shall be  instructed  to
        deliver a final TNW  Statement  to Seller and Buyer as soon as possible.
        In the  event  that the  Arbiter's  determination  of the  value of such
        disputed  items  is  closer  in value to the  value  attributed  to such
        disputed items by Buyer,  Seller shall pay the costs of the Arbiter.  In
        the event that the Arbiter's determination of the value of such disputed
        items is closer in value to the value  attributed to such disputed items
        by Seller, Buyer shall pay the costs of the Arbiter.

                2.5.3.  Payment  of TNW  Holdback.  If  the  amount  of the  TNW
        Adjustment is less than the amount of the TNW Holdback, then Buyer shall
        pay to Seller the amount of the TNW Holdback minus the amount of the TNW
        Adjustment, and retain the balance of the TNW Holdback. If the amount of
        the TNW  Adjustment  exceeds the amount of the TNW Holdback,  then Buyer
        shall retain the full amount of the TNW  Holdback,  and Seller shall pay
        to Buyer an amount equal to the  difference  between the TNW  Adjustment
        and the TNW Holdback. Any payment under this Section 2.5.3 shall be made
        within ten (10)  business  days after (a) the TNW Statement is finalized
        in  accordance  with  Section  2.5.2 and (b) if there  are any  Excluded
        Liabilities,  after the Seller has (i)  entered  into and  delivered  to
        Buyer executed copies of the Excluded  Liabilities  Escrow Agreement and
        the Seller's Assumption  Agreement relating to such Excluded Liabilities
        and (ii) delivered to the escrow agent named in the Excluded Liabilities
        Escrow Agreement the Reserved Amount for such Excluded Liabilities.

        2.6  Indemnification  Matters  Adjustment and Payment of Indemnification
Holdback.  The  Indemnification  Holdback shall be reduced by the full aggregate
amount (the  "Indemnification  Matters  Adjustment") owed to Buyer by Seller and
Parent as a result of any  Indemnification  Matters (as defined in Section 12.3)
arising  prior to the last day of the  eighteenth  (18th)  month  following  the
Closing Date ("Indemnification Holdback Period"). If the Indemnification Matters
Adjustment  is less  than  the  amount  of the  Indemnification  Holdback,  then
pursuant to the terms of the  Holdback  Escrow  Agreement,  the Escrow  Holdback
Agent shall deliver to Seller the amount by which the  Indemnification  Holdback
exceeds the Indemnification  Matters Adjustment.  If the Indemnification Matters
Adjustment  is more  than  the  amount  of the  Indemnification  Holdback,  then
pursuant to the terms of the Holdback  Escrow  Agreement,  the  Holdback  Escrow
Agent shall  deliver to Buyer the full amount of the  Indemnification  Holdback,
and Seller and Parent shall pay or cause to be paid to Buyer the amount by which
the Indemnification Matters Adjustment exceeds the amount of the Indemnification
Holdback. If at the termination of the Indemnification Holdback Period (i) there
are any Indemnification Matters for which Seller has received an Indemnification
Notice, as defined in Section 12.3(a),  and for which no final determination has
been made or (ii) the  Candelore  Matter (as defined in Section  12.1(f) has not
been finally determined  (collectively  "Pending Matters"),  the Holdback Escrow
Agent,  pursuant to the terms of the Holdback Escrow Agreement,  shall retain in
escrow, until final determination of such Pending Matters, the lesser of (a) the
total  amount of the  Indemnification  Holdback and (b) the amount of the Claims
(as defined in Section 12.1) underlying such Pending  Matters,  less any amounts
applicable  to such  Claims then being held in

                                       12
<PAGE>

escrow pursuant to the Excluded  Liabilities  Escrow Agreement.  Upon such final
determination,  Buyer shall  instruct the  Holdback  Escrow Agent to deliver the
amount of the Indemnification  Holdback, if any, remaining after satisfaction of
the Pending Matters to Seller within ten (10) business days thereafter.

        2.7 Earnout Payment.  If the sum of (i) the cumulative  Operating Income
(as  defined in Section  2.7.1) and (ii) the net book gain (loss) on the sale of
all or any portion of the Acquired Companies  Business,  for the 36-month period
following the Closing Date (the "Earnout Period"),  exceeds $0, the Seller shall
be entitled to receive a cash payment (the "Earnout  Payment") equal to 50.0% of
such excess;  provided,  however,  that in no event shall the aggregate  Earnout
Payment exceed $8,000,000.

                2.7.1.  Operating  Income.  "Operating  Income"  shall equal the
        operating  income of the Acquired  Companies  Operations  (as defined in
        Section  2.7.2),  calculated  in  accordance  with GAAP,  subject to the
        following adjustments, limitations and clarifications:

                        (a)  Revenues  from the  Acquired  Companies  Operations
                shall  be  recognized  in  accordance  with  SunGard's  standard
                accounting  practices  and  policies in effect for the  relevant
                period, which practices and policies shall be in accordance with
                GAAP.

                        (b)  Any  interest  income  of  the  Acquired  Companies
                Operations shall be excluded.

                        (c)  Any  interest  expense  of the  Acquired  Companies
                Operations  shall  be  excluded,  except  (1)  interest  expense
                relating to any capitalized  leases,  and (2) interest  expense,
                calculated  on a monthly basis using an annual rate equal to the
                Prime  Rate,  on any cash  provided  to the  Acquired  Companies
                Operations  during  the  relevant  period  by any  member of the
                SunGard Group other than an Acquired Company (collectively,  the
                "Other  SunGard Group  Members") in excess of cash  generated by
                the Acquired Companies Operations during the relevant period.

                        (d) Any  allocations of corporate  overhead of the Other
                SunGard Group Members shall be excluded,  except (1) allocations
                of costs for  personnel of the Other  SunGard Group Members that
                perform services shared by the Acquired Companies Operations and
                the Other  SunGard Group  Members,  which  allocations  shall be
                equal to 0.5% of the  revenues  generated  by the LPAS  Business
                relating to its turnkey asset  management  software systems (the
                "TAM  Business");  (2)  allocations  for the sales and marketing
                resources made available to the Acquired Companies Operations by
                the Other  SunGard Group  Members,  which  allocations  shall be
                equal to 5.5% of the revenues generated by the TAM Business; (3)
                allocations  for  hosting  of  servers  at a SunGard  Group data
                center in connection  with the TAM business,  which  allocations
                shall be up to $2,500 per month per server;  (4) allocations for
                in-house  legal services  provided  directly by an Other SunGard
                Group Member to the Acquired Companies Operations, in accordance
                with such entity's standard policies and rates (to be charged to
                the Acquired Companies  Operations on an as-used basis), and (5)
                allocations for direct third party expenses  attributable to the
                Acquired Companies Operations.

                                       13
<PAGE>

                        (e) The depreciation  and  amortization  expenses of the
                Acquired Companies Operations shall be calculated, to the extent
                reasonably  possible,  as if the sale of the Stock  pursuant  to
                this Agreement had not occurred,  accordingly, no portion of the
                Purchase Price  allocated to Intangibles  shall be amortized and
                included  as an expense of the  Acquired  Companies  Operations;
                provided  that,  with  respect  to any  additional  acquisitions
                consummated  by the  Acquired  Companies  Operations  after  the
                Closing (by purchase of stock or assets,  merger or  otherwise),
                the respective  purchase price allocated to Intangibles shall be
                amortized in accordance with GAAP.

                        (f) Any  federal,  state or local  income taxes shall be
                excluded.

                        (g)  All  software  development  costs  of the  Acquired
                Companies  Operations  shall be fully expensed when incurred and
                not capitalized.

                        (h) Any items of income,  expense, gain or loss that are
                characterized as "extraordinary" under GAAP shall be excluded.

                2.7.2.  Acquired  Companies   Operations.   "Acquired  Companies
        Operations"  means  all of the  operations  of  the  Acquired  Companies
        Business, as conducted by the Acquired Companies just before Closing and
        as conducted by them after Closing under the SunGard Group's control, as
        such  business  operations  may be  expanded,  contracted  or  otherwise
        changed  after  Closing,  including  as a  result  of (a)  expansion  or
        contraction of customer base, (b) development of product enhancements or
        improvements,  (c)  development  of  new  releases  or new  versions  of
        products having substantially similar functional capabilities and market
        scopes,   (d)   discontinuance   of   unsuccessful   products,   product
        enhancements,  product release or other projects,  and (e) other factors
        generally  affecting SunGard's overall business or the computer services
        industry;  provided that the Buyer shall not permit the migration of the
        Acquired Companies Business to Other SunGard Group Members,  and, during
        the Earn-Out Period, the Buyer shall endeavor to maintain and expand the
        operations  of the TAM Business  until such time,  if ever,  as it deems
        such endeavors to be  commercially  unreasonable  or undesirable for the
        SunGard  Group,  as determined  by the Buyer in its good faith  business
        judgment using reasonable business  rationale.  For purposes of clarity,
        nothing  herein shall  prohibit the Buyer from  adjusting or causing the
        Acquired  Companies  to  adjust  the  terms of any of their  outstanding
        Contracts,  including  those with another SunGard Group member and those
        with their  Institutional  Clients, to reflect current market conditions
        or changes,  the  competitive  nature of the industry and the particular
        demands or needs of the other party or parties to the Contracts,  either
        generally or with respect to a specific Contract  (provided that no such
        adjustment shall modify the provisions of Section 2.7.1(d)).

                                       14
<PAGE>

                2.7.3.  Calculation and Payment.  Buyer and Seller shall in good
        faith  attempt to agree upon the amount of the  Earnout  Payment  due to
        Seller  within  sixty (60)  business  days after the end of the  Earnout
        Period, and the undisputed portion of the Earnout Payment, if any, shall
        be paid to Seller within fifteen (15) business days after such agreement
        is  reached.  The Buyer  and  Seller  shall  instruct  their  respective
        accountants to, in good faith, use their  reasonable  efforts to resolve
        the disputed  items, if any, to their mutual  satisfaction.  If Seller's
        and Buyer's  accountants  are unable to resolve any such disputed  items
        within  ninety (90) days after  receiving  such  instructions,  then the
        remaining  disputed items and the value attributed to such items by each
        of Seller and Buyer shall be  submitted  to the Arbiter for  resolution,
        and the Arbiter shall be  instructed to deliver a final Earnout  Payment
        report to Seller and Buyer as soon as possible. Within five (5) business
        days after such Earnout  Payment report is finalized in accordance  with
        this Section 2.7.3,  any unpaid portion of the Earnout Payment due shall
        be paid to Seller. In the event that the Arbiter's  determination of the
        value of such disputed items is closer in value to the value  attributed
        to such  disputed  items by  Buyer,  Seller  shall  pay the costs of the
        Arbiter.  In the event that the Arbiter's  determination of the value of
        such disputed  items is closer in value to the value  attributed to such
        disputed items by Seller, Buyer shall pay the costs of the Arbiter.

        2.8 Currency and Method of Payment.  All dollar  amounts  stated in this
Agreement are stated in United States currency,  and all payments required under
this Agreement shall be paid in United States  currency.  All payments  required
under this  Agreement  shall be made as follows:  (a) any payment may be made by
wire transfer of immediately  available  United States  federal  funds;  (b) any
payment  exceeding  $100,000  shall  be  made by wire  transfer  of  immediately
available United States federal funds; (c) any payment  exceeding  $25,000,  but
not exceeding $100,000, may be made by bank certified,  treasurer's or cashier's
check; and (d) any payment not exceeding $25,000 may be made by ordinary check.

        2.9 Original Issue Discount. For purposes of applying Sections 1272-1274
of the Code to any portion of the  Purchase  Price paid after the Closing  Date,
each payment not otherwise  bearing interest at a stated rate shall be deemed to
include  interest at the lowest  applicable  federal  rate for imputed  interest
under the Code for either (i) the three month  period  ending on the last day of
the month in which this Agreement is dated or (ii) the three month period ending
on the last day of the month in which the Closing Date occurs.


             SECTION 3. REPRESENTATIONS OF SELLER, LPTI AND PARENT

        Knowing that Buyer is relying thereon,  Seller,  LPTI and Parent jointly
and severally make the following  representations  and warranties to Buyer, each
of which is true and  correct  on the date  hereof  and  shall,  as  amended  in
accordance with Section 5.8 hereof, remain true and correct to and including the
Closing Date, and covenant with Buyer, as set forth below in this Section 3.

        3.1 Organization.

                (a)  Each  of LPAS  and LPA  Insurance  is a  corporation,  duly
        organized,  validly  existing and in good standing under the laws of the
        State of California, and LP Securities is a corporation, duly organized,
        validly  existing  and in good  standing  under the laws of the State of

                                       15
<PAGE>

        Delaware.  Each  Acquired  Company  has the  full  corporate  power  and
        authority:  (i) to own and use its  Assets in the  manner in which  such
        Assets  are  currently  owned and used and in the  manner in which  such
        Assets  are  proposed  to be owned and  used,  and (ii) to  conduct  its
        business  as such  business is  currently  being  conducted  and as such
        business is  proposed to be  conducted.  Each  Acquired  Company is duly
        qualified or registered to do business in each  jurisdiction  where such
        qualification  or  registration  is required by applicable Law and is in
        good standing in each of the  jurisdictions  where it is required by law
        to be qualified or registered to do business.

                (b) LP Securities owns all of the  outstanding  capital stock of
        LPA Insurance;  except for such ownership,  no Acquired Company owns any
        securities  of any  corporation  or any other  interest  in any  Person.
        Except as set forth on SCHEDULE 3.1,  since October 1, 1996, no Acquired
        Company has ever  acquired or succeeded to all or  substantially  all of
        the Assets,  or to any portion of the  businesses,  of any other Person,
        and there is no other Person that may be deemed to be a  predecessor  of
        an Acquired Company.

                (c) Schedule 3.1 sets forth, for each Acquired Company:  (i) its
        exact legal name; (ii) its corporate  business form and jurisdiction and
        date of formation;  (iii) its federal  employer  identification  number;
        (iv) its headquarters  address,  telephone number and facsimile  number;
        (v) its directors and officers,  indicating all current title(s) of each
        individual;  (vi) its registered agent and/or office in its jurisdiction
        of formation (if applicable);  (vii) all foreign  jurisdictions in which
        it is qualified or registered  to do business,  the date it so qualified
        or  registered,  and its  registered  agent  and/or  office in each such
        jurisdiction  (if applicable);  (viii) all fictitious,  assumed or other
        names of any type that are  registered  or used by it or under  which it
        has  done   business   at  any  time  since  such   company's   date  of
        incorporation;  and (ix) any name changes,  recapitalizations,  mergers,
        reorganizations or similar events since its date of formation.

                (d) Except as set forth on SCHEDULE  3.1,  accurate and complete
        copies of the articles or certificate of incorporation, bylaws and other
        organization  and related  documents,  each as amended to date,  of each
        Acquired  Company  and all  Contracts  relating  to the  acquisition  or
        formation of each Acquired Company (or its affiliates or  predecessors),
        have been delivered to Buyer.

        3.2 Authority; Non-Contravention.

                (a) Each of the  Acquired  Companies  has the  requisite  right,
        power and  authority  to enter  into,  execute,  deliver and perform its
        obligations  under  this  Agreement,  and its  execution,  delivery  and
        performance  of this  Agreement  and  consummation  of the  transactions
        contemplated hereby have been duly authorized by all necessary corporate
        actions.  Each of Seller, LPTI and Parent has the requisite right, power
        and authority and capacity to enter into,  execute,  deliver and perform
        all of its  obligations  under  this  Agreement  and  under  each  other
        agreement, document or instrument referred to in or contemplated by this
        Agreement  to  which  it is or is to  become  a  party.  This  Agreement
        constitutes  the legal,  valid and binding  agreement  of Seller,  LPTI,
        Parent and each Acquired  Company,  enforceable  against  Seller,  LPTI,
        Parent and each Acquired Company in accordance with its terms.

                (b) Except as set forth on Schedule 3.2,  neither the execution,
        delivery and  performance  of this  Agreement  nor the  consummation  or
        performance of any of the  transactions

                                       16
<PAGE>

        contemplated  hereby by  Seller,  LPTI,  Parent  or any of the  Acquired
        Companies  will directly or indirectly  (with or without notice or lapse
        of time):

                        (i)  contravene,  conflict with or result in a violation
                of (a) any of the  provisions of the articles or  certificate of
                incorporation,  bylaws  or  other  organizational  documents  of
                Seller,  LPTI, Parent or any of the Acquired Companies,  each as
                amended to date,  or (b) any  resolution  adopted by an LP Group
                Company or their respective shareholders, boards of directors or
                any committees thereof;


                        (ii) contravene,  conflict with or result in a violation
                of, or give any  Governmental or Regulatory Body or other Person
                the  right to  challenge  any of the  transactions  contemplated
                hereby or to exercise any remedy or obtain any relief under, any
                Law or any Judgment to which an Acquired Company,  or any of the
                Assets owned or used by an Acquired Company, is subject;

                        (iii) contravene, conflict with or result in a violation
                of any of the terms or requirements of, or give any Governmental
                or  Regulatory  Body the  right to  revoke,  withdraw,  suspend,
                cancel, terminate or modify, any material Permit that is held by
                an  Acquired  Company  or that  otherwise  relates to any of the
                businesses or operations of an Acquired Company or to any of the
                Assets owned or used by an Acquired Company;

                        (iv) contravene,  conflict with or result in a violation
                or breach of, or result in a default  under,  any  provision of,
                any  Specified  Contract  (as  defined in  Section  3.15) or any
                Contract (A)  affecting  or relating to an Acquired  Company and
                (B) to which an LP  Group  Company  is a party or by which it is
                bound,  other than any  immaterial  breach of any such Specified
                Contract or Contract;

                        (v)  result  in  the   imposition  or  creation  of  any
                Encumbrance  upon or with  respect to any Asset owned or used by
                an Acquired Company; or

                        (vi) result in or permit the  disclosure  or delivery to
                any  escrow  holder or other  Person of the  source  code for or
                relating to any past,  present or future  product of an Acquired
                Company,  or any portion or aspect of such source  code,  or any
                proprietary information or algorithm contained in or relating to
                any such source code.

                (c) Except as set forth on  Schedule  3.2,  none of the LP Group
        Companies  was,  is or will be  required to make any filing with or give
        any notice to, or to obtain any Consent  from,  any Person in connection
        with the execution and delivery of this Agreement or the consummation or
        performance of any of the transactions contemplated hereby.

        3.3 Capital Stock and Ownership

                3.3.1. As of the date of this Agreement,  the authorized capital
        stock of LPAS consists of 100,000  shares of Series A common  stock,  no
        par value per share, of which 100,000

                                       17
<PAGE>

        shares are  issued and  outstanding,  and  4,900,000  shares of Series B
        common stock,  no par value per share, of which no shares are issued and
        outstanding;  the authorized capital stock of LP Securities  consists of
        100,000 shares of Series A common stock,  $0.001 par value per share, of
        which  100,000  shares are issued and  outstanding;  and the  authorized
        capital stock of LPA Insurance consists of 1,000 shares of common stock,
        $1.00 par  value  per  share,  of which  1,000  shares  are  issued  and
        outstanding. Prior to the Closing, the LP Group Companies may capitalize
        some of the intercompany obligations of the Acquired Companies to the LP
        Group Companies, which may have the effect of changing the share numbers
        set forth above for the  Acquired  Companies.  Other than such  changes,
        there  shall be no changes to the share  amounts of any of the  Acquired
        Companies  prior to the Closing.  Seller is, and shall continue up until
        the  Closing to be, the sole record and  beneficial  owner of all of the
        outstanding  shares of capital stock of each of LPAS and LP  Securities,
        free  and  clear  of any  Encumbrance  (except  Encumbrances  of Bank of
        Scotland,  which  shall  be  released  at  Closing)  and  with  good and
        marketable title to such shares. LP Securities is, and shall continue up
        until the Closing to be, the sole record and beneficial  owner of all of
        the outstanding shares of capital stock of LPA Insurance, free and clear
        of any Encumbrance (except  Encumbrances of the Bank of Scotland,  which
        shall be released at Closing) and with good and marketable title to such
        shares.  Except as  provided  on SCHEDULE  3.3,  neither  Seller nor any
        Acquired  Company  has ever  authorized,  offered,  sold or  issued  any
        securities  of an Acquired  Company or appointed or granted any proxy or
        entered into any agreement,  contract,  commitment or understanding with
        respect  to any of the  Stock  or  any  other  securities  of any of the
        Acquired Companies.  Except for the Seller, there are no other record or
        beneficial  owners of any shares of the Stock or any other securities of
        LPAS or LP  Securities.  Except  for LP  Securities,  there are no other
        record or  beneficial  owners of any shares of the capital  stock or any
        other  securities of LPA  Insurance.  All of the issued and  outstanding
        shares of capital stock of each of the Acquired Companies have been, and
        as of the Closing shall be, duly authorized and validly issued, and are,
        and as of the Closing  shall be, fully paid and  nonassessable,  with no
        liability  attaching to the  ownership  thereof.  Except as set forth on
        SCHEDULE 3.3, there exists no right of first refusal or other preemptive
        right with respect to any of the Acquired Companies or the capital stock
        or  other  securities,  business  or  Assets  of  any  of  the  Acquired
        Companies.

                3.3.2.  All  offerings,  sales  and  issuances  by the  Acquired
        Companies of any shares of Stock or other  securities  were conducted in
        compliance with all applicable federal and state securities laws and all
        other applicable Laws.

                3.3.3. Except as set forth on SCHEDULE 3.3, there is no:

                        (a) outstanding  subscription,  option,  call warrant or
                right  (whether  or not  currently  exercisable)  to acquire any
                Stock or other securities of any Acquired Company;

                        (b) outstanding security,  instrument or obligation that
                is or may become  convertible into or exchangeable for any Stock
                or other securities of any of the Acquired Company;

                        (c) contract under which any Acquired  Company is or may
                become  obligated  to sell or  otherwise  issue any Stock or any
                other securities of any Acquired Company;

                                       18
<PAGE>

                        (d) pending or  previously  asserted  or, to the best of
                Seller's or Parent's knowledge,  threatened, claim by any Person
                to the effect that such Person is or was  entitled to acquire or
                receive  any  Stock  or any  other  securities  of any  Acquired
                Company; or

                        (e) condition or circumstance  that provides a basis for
                the  assertion  of a claim by any Person to the effect that such
                Person is or may be  entitled to acquire or receive any stock or
                other securities of any Acquired Company.

                3.3.4.  Except as set forth on SCHEDULE  3.3,  since  October 1,
        1996, no Acquired  Company has ever  repurchased,  redeemed or otherwise
        reacquired any stock or other  securities.  All securities so reacquired
        by an Acquired  Company  were  reacquired  in full  compliance  with the
        applicable  provisions of all  applicable  Contracts and all  applicable
        Laws.

        3.4 Financial and Corporate Records.

                (a) Each Acquired  Company's books and records are and have been
        properly  prepared and  maintained  in form and  substance  adequate for
        preparing audited financial statements in accordance with GAAP, and such
        books and records fairly and accurately reflect in all material respects
        (i) all of the Assets and Obligations of such Acquired  Company and (ii)
        all of the  Contracts  and other  transactions  to which  such  Acquired
        Company  is or was a party  or by which  such  Acquired  Company  or the
        business or Assets of such Acquired Company is or was affected.

                (b)  Except  as set  forth  on  SCHEDULE  3.4(b),  accurate  and
        complete  copies of the  contents of the minute  books of each  Acquired
        Company have been  delivered  to Buyer.  Except as set forth on SCHEDULE
        3.4(b),  such minute books of each Acquired  Company  include,  for such
        Acquired Company (i) minutes of all meetings of its shareholders,  board
        of directors  and any  committees of the board of directors at which any
        material  action  was  taken  and such  minutes  accurately  record  all
        material actions taken at such meetings,  and (ii) accurate and complete
        written  statements of all actions taken by its  shareholders,  board of
        directors  and any  committees  of the  board  of  directors  without  a
        meeting.  None of the shareholders,  board of directors or any committee
        of the board of directors of any Acquired Company has taken any material
        action  other  than  those  actions  reflected  in the  records  of such
        Acquired  Company  referenced  in clauses (i) and (ii) of the  preceding
        sentence or in the documents reflected in SCHEDULE 3.4(b). Upon Seller's
        delivery  to Buyer of the  documents  set forth in  SCHEDULE  3.4(b) (or
        ratification  thereof) in accordance  with Section 5.1,  SCHEDULE 3.4(b)
        shall no  longer  be  deemed an  exception  to the  representations  and
        warranties set forth in this Section 3.4(b).

                (c) SCHEDULE  3.4(c)  contains an accurate and complete  list of
        each Acquired Company's bank accounts,  other accounts,  certificates of
        deposit, marketable securities,  other investments,  safe deposit boxes,
        lock boxes and safes, and the names of all officers,  employees or other
        individuals   who  have  access   thereto  or  are  authorized  to  make
        withdrawals therefrom or dispositions thereof.

        3.5 Compliance with Laws; Permits.

                                       19
<PAGE>

                (a)  Except  as set forth on  SCHEDULE  3.5:  (i) each  Acquired
        Company is, and has at all times been,  in  compliance  in all  material
        respects with each Judgment and with each Law that is or was  applicable
        to it or to the conduct of any of its businesses or the ownership or use
        of any of its Assets;  (ii) no event has  occurred,  and no condition or
        circumstance  exists,  that  (with or  without  notice or lapse of time)
        will, if uncured,  constitute  or result in a material  violation by any
        Acquired Company of, or a failure on the part of any Acquired Company to
        materially  comply with,  any Judgment or Law applicable to any Acquired
        Company;  and (iii) no Acquired  Company has received,  at any time, any
        notice or other  communication  from any Governmental or Regulatory Body
        or any other  Person (A) (in  writing or  otherwise)  regarding  (1) any
        actual or alleged  violation of, or failure to comply with, any Judgment
        or Law applicable to any Acquired Company,  or (2) any actual or alleged
        obligation on the part of an Acquired  Company to undertake,  or to bear
        all or any portion of the cost of, any cleanup of Hazardous Materials or
        any remedial,  corrective or response  action of any nature with respect
        to any  Environmental  Laws,  or (B)  (in  writing)  regarding  (1)  any
        possible  or  potential  violation  of, or failure to comply  with,  any
        Judgment or Law  applicable to any Acquired  Company or (2) any possible
        or potential obligation on the part of an Acquired Company to undertake,
        or to bear all or any portion of the cost of, any  cleanup of  Hazardous
        Materials or any remedial,  corrective or response  action of any nature
        with respect to any Environmental Laws.

                (b) Except as set forth on SCHEDULE 3.5,  each Acquired  Company
        has obtained and holds all Permits  required for the lawful operation of
        its business as and where such business is presently  conducted,  except
        to the extent that any failure to obtain or hold such Permits  would not
        have a  Material  Adverse  Effect.  All  Permits  held by each  Acquired
        Company are listed on SCHEDULE 3.5.

        3.6 Financial Statements.

                (a) Each Acquired Company's fiscal year ends on December 31.

                (b)  Seller  has  delivered  to Buyer  the  following  financial
        statements  and  related  notes (the  "Financial  Statements"):  (i) the
        audited  balance  sheets of LPAS and LP  Securities  as of December  31,
        2002,  December  31,  2001  and  December  31,  2000,  and  the  audited
        statements of operations, changes in shareholder's equity and cash flows
        of LPAS and LP Securities  for the fiscal years ended December 31, 2002,
        December 31, 2001 and December 31, 2000,  (ii) the audited  consolidated
        balance  sheet of LP  Securities  as of December 31, 2002,  December 31,
        2001 and December 31, 2000, and the audited  consolidated  statements of
        operations,  changes  in  shareholder's  equity  and  cash  flows  of LP
        Securities  for the fiscal years ended  December 31, 2002,  December 31,
        2001 and December 31, 2000; (iii) the following unaudited balance sheets
        (the "Latest  Balance  Sheets"),  each as of March 31, 2003 (the "Latest
        Balance  Sheet Date"):  (a) the  unaudited  balance sheet of each of the
        Acquired  Companies (the "Latest  Individual  Balance Sheets"),  (b) the
        unaudited  consolidated  balance  sheet  of LP  Securities,  and (c) the
        unaudited combined balance sheet of LP Securities (consolidated with LPA
        Insurance)  and LPAS;  and (iv) the unaudited  statements of operations,
        changes in  shareholder's  equity and cash flows of each of the Acquired
        Companies, the unaudited consolidated statements of operations,  changes
        in  shareholders  equity  and  cash  flows  of LP  Securities,  and  the
        unaudited  combined  statements of operations,  changes in shareholder's
        equity

                                       20
<PAGE>

        and cash flows of LP Securities  (consolidated  with LPA  Insurance) and
        LPAS, each for the three-month period ended March 31, 2003.

                (c) The Financial  Statements  present  fairly,  and the Interim
        Financial  Statements (as defined in Section 5.3) shall present  fairly,
        the  financial  position  of the  Acquired  Companies  in  all  material
        respects  as  of  the  respective  dates  thereof  and  the  results  of
        operations,  changes  in  shareholder's  equity  and  cash  flows of the
        Acquired Companies for the periods covered thereby.  Except as disclosed
        on  SCHEDULE  3.6,  the  Financial  Statements  have  been  prepared  in
        accordance with GAAP; provided however that the unaudited  statements do
        not include footnotes or other audit disclosures and shall be subject to
        normal adjustments which would ordinarily be taken at year end.

        3.7 Assets.

                (a) SCHEDULE 3.7(a) presents fairly in all material respects all
        of the categories of the Asset classes of each of the Acquired Companies
        reflected on its Latest Individual  Balance Sheet,  itemized by Acquired
        Company,  including (i) Cash Assets,  itemized by bank or other account,
        showing  cost and market  value if different  from cost;  (ii)  Accounts
        Receivable,  showing  customer  names,  amounts  and aging;  (iii) other
        current Assets, itemized by category; (iv) Tangible Property, grouped as
        to type, showing cost and accumulated depreciation;  and (v) capitalized
        Software   showing   cost  or   amount   capitalized   and   accumulated
        depreciation.

                (b) SCHEDULES  3.7(a),  3.7(b) and 3.14(a)  together  accurately
        identify all Tangible  Property and capitalized  Software that are being
        leased or licensed to an Acquired Company.

                (c)  Each  Acquired   Company  owns  and  has  good,  valid  and
        indefeasible  title to, all of its respective  Assets that are purported
        to be owned by it and has the right to transfer  all  rights,  title and
        interest  in such  Assets,  free and  clear of any  Encumbrance,  except
        Encumbrances of the Bank of Scotland to be released at the Closing.

                (d) Except for the Assets  listed on  SCHEDULES  3.7(a),  3.7(b)
        3.7(d) and 3.14(a),  no other Assets are  necessary to operate,  or have
        been  material  to the  operation  of,  any of the  Acquired  Companies'
        businesses or operations.

        3.8 Obligations.

                (a)  SCHEDULE 3.8  presents  fairly in all  material  respects a
        trial  balance  setting  forth the  Obligations  of each of the Acquired
        Companies as reflected on its Latest Individual Balance Sheet,  itemized
        by Acquired Company and by balance sheet account, and with aggregate net
        balances equal to the balances on its Latest  Individual  Balance Sheet,
        including (i) accounts payable, (ii) accrued expenses and reserves (iii)
        deferred revenues, and (iv) other current and long-term liabilities.

                (b) None of the Acquired  Companies  has any  Obligations  other
        than (i) Obligations  included in the "liabilities" column on its Latest
        Individual  Balance Sheet,  (ii)  Obligations set forth on SCHEDULE 3.8,
        (iii)  Obligations  under Specified  Contracts,  provided that as of the
        Latest Balance Sheet Date, no such  Obligation  consisted of or resulted
        from a

                                       21
<PAGE>

        default under or violation of any such  Contract  except as set forth on
        SCHEDULE 3.15(d) or as reflected on its Latest Individual Balance Sheet,
        and (iv)  Obligations  that  were  incurred  in the  ordinary  course of
        business  consistent  with its past  practices  since the Latest Balance
        Sheet  Date  and  which  were  not  incurred  in  breach  of  any of the
        representations  and warranties made in Section 3.9. Except as described
        on  SCHEDULE  3.8,  none  of the  Acquired  Companies'  Obligations  are
        guaranteed by any Person.

        3.9 Operations Since The Latest Balance Sheet Date.  Except as set forth
on SCHEDULE 3.9, since the Latest Balance Sheet Date:

                (a) except in the  ordinary  course of its  business  consistent
        with its past  practices,  no  Acquired  Company  has:  (i)  pledged  or
        hypothecated any of its Assets or otherwise  permitted any of its Assets
        to become  subject to any  Encumbrance;  (ii)  incurred any  Obligation;
        (iii) made any loan or advance to any Person;  (iv) assumed,  guaranteed
        or  otherwise  become  liable  for any  Obligation  of any  Person;  (v)
        committed for any capital  expenditure;  (vi) purchased,  leased,  sold,
        abandoned or  otherwise  acquired or disposed of any business or Assets;
        (vii)  waived or released  any right or canceled or forgiven any debt or
        claim;  (viii)  discharged  any  Encumbrance  or  discharged or paid any
        indebtedness  or other  Obligation;  (ix)  assumed or  entered  into any
        Contract other than this Agreement or any Contract  contemplated by this
        Agreement;  (x)  amended or  terminated  any  Specified  Contract;  (xi)
        increased,  or authorized an increase in, the  compensation  or benefits
        paid or provided to any of its directors, officers, employees, salesmen,
        agents  or  representatives;   (xii)  established,  adopted  or  amended
        (including  any  amendment  with a future  closing  date)  any  Employee
        Benefit Plan; (xiii) declared,  accrued, set aside, or paid any dividend
        or made any  other  distribution  in  respect  of any of its  shares  of
        capital  stock,  other  securities;   (xiv)  repurchased,   redeemed  or
        otherwise  reacquired  any of its  shares  of  capital  stock  or  other
        securities;  (xv) sold or otherwise  issued any of its shares of capital
        stock or other securities;  (xvi) amended its articles or certificate of
        incorporation,  bylaws or other organizational documents;  (xvii) been a
        party to any merger, consolidation,  recapitalization,  reclassification
        of shares,  stock  split,  reverse  stock split or similar  transaction;
        (xviii)  accrued  any  deferred  bonuses  or  compensation  due  to  any
        shareholder,  employee or agent of an Acquired Company, or paid any such
        deferred  bonuses or  compensation  except to the extent  such  deferred
        bonuses or  compensation  was accrued on its Latest  Individual  Balance
        Sheet;  (xix)  changed any of its methods of  accounting  or  accounting
        practices in any respect; or (xx) made any Tax election.

                (b) none of the Acquired  Companies  has,  whether or not in the
        ordinary course of business,  incurred any Obligation,  made any loan to
        any Person, acquired or disposed of any business or Assets, entered into
        any Contract (other than customer  contracts) or other  transaction,  or
        done any of the other things  described in Section 3.9(a),  involving an
        amount  exceeding  $25,000  in  any  single  case  or  $100,000  in  the
        aggregate, other than Obligations for payroll, contributions to Employee
        Benefit Plans and payroll taxes in the aggregate amount of approximately
        $550,000 per month, accounts payable in the ordinary course of business,
        commissions  of up to $900,000  per month and the matters  described  in
        SCHEDULE 3.9; and

                (c)  there  has  been no  material  adverse  change  other  than
        ordinary  operating  losses  consistent (as to scope and rate) with past
        ordinary  operating  losses or  material  casualty  loss  affecting  any
        Acquired Company or the business,  Assets or financial  condition of any

                                       22
<PAGE>

        Acquired  Company;  and there has been no material adverse change in the
        financial  performance  of any Acquired  Company;  and there has been no
        material loss,  damage or destruction to, or any interruption in the use
        of, any of the  Software  or other  Assets  (whether  or not  covered by
        insurance) of any Acquired Company.

        3.10  Accounts  Receivable.  All  of the  Accounts  Receivable  of  each
Acquired  Company  arose in the  ordinary  course of business and are proper and
valid Accounts Receivable, and can be collected by such Acquired Company in full
(without  any  counterclaim  or  setoff),  except to the extent of the  reserves
reflected in the Financial Statements.  There are no refunds,  discounts, rights
of setoff or  assignments  affecting any of the foregoing  Accounts  Receivable.
Proper amounts of deferred revenues appear on each Acquired  Company's books and
records,  in accordance with GAAP,  with respect to such Acquired  Company's (a)
billed but unearned  Accounts  Receivable;  (b) previously  billed and collected
Accounts Receivable still unearned; and (c) unearned customer deposits.

        3.11 Tangible  Property.  Each Acquired  Company has good and marketable
title to all of the Tangible  Property  purported  to be owned by such  Acquired
Company,  free and clear of any Encumbrances,  except as set forth in its Latest
Individual  Balance Sheet or on SCHEDULES 3.7(b) or 3.11. Except as set forth on
SCHEDULE 3.11, all of the Tangible  Property of each Acquired Company is located
at the offices or facilities of such company,  and each Acquired Company has the
full and  unqualified  right  to  require  the  immediate  return  of any of its
Tangible  Property  which is not  located  at its  offices  or  facilities.  All
Tangible  Property of each Acquired Company,  wherever located,  (a) complies in
all material respects with, and is being operated and otherwise used in material
compliance  with,  all  applicable  Laws,  and (b) is,  except  as set  forth on
SCHEDULE  3.11,   sufficient  for  its  operations  and  business  as  presently
conducted.

        3.12  Real  Property.  None of the  Acquired  Companies  owns  any  Real
Property.  SCHEDULE  3.12  contains an accurate  and  complete  list of all Real
Property leased by any Acquired Company,  showing the location,  rental cost and
landlord of such property. No such Real Property, nor the occupancy, maintenance
or use thereof,  is in violation of, or breach or default under, any Contract or
Law,  and no  notice  or, to the best of  Seller's  knowledge,  threat  from any
lessor, Governmental or Regulatory Body or other Person has been received by any
Acquired  Company or served upon any such Real  Property  claiming any violation
of, or breach,  default or liability under, any Contract or Law, or requiring or
calling attention to the need for any work, repairs,  construction,  alteration,
installations or environmental remediation or asserting the right of a lessor to
terminate a Contract  for any such leased Real  Property.  To the  knowledge  of
Seller,  no Proceedings  are pending which would affect the zoning or use of any
Acquired Company's Real Property.

        3.13  Environmental  Matters.  Each  of  the  Acquired  Companies  is in
compliance with all applicable Environmental Laws, which compliance includes its
possession of all permits and other governmental  authorizations  required under
applicable  Environmental  Laws, and in compliance with the terms and conditions
thereof.  None of the Acquired Companies nor Seller, nor any of their respective
employees or directors has placed or caused to be placed,  nor has any knowledge
of or belief that there were or are, any Hazardous  Substances  in, on, under or
migrating  from  any  of the  Acquired  Companies'  Real  Property  (other  than
materials contained in

                                       23
<PAGE>

customary  and standard  office  supplies and  equipment,  the presence of which
would not have a Material Adverse Effect).

        3.14 Software and Other Intangibles.

                (a) SCHEDULE  3.14(a) contains an accurate and complete list and
        description of all Software owned, licensed,  maintained,  used or under
        development  by one or more of the Acquired  Companies,  Seller or LPTI,
        itemized by company, and, in the case of Software owned, purported to be
        owned, developed or under development by an Acquired Company,  Seller or
        LPTI ("Owned Seller  Software"),  a detailed  product  description,  the
        language in which it is written,  and the type of operating  platform(s)
        on which it runs.  Except as set forth in the  foregoing  list, no other
        Software  is used in the  operations  of any of the  Acquired  Companies
        Business.  All Software  marketed by the  Acquired  Companies is and has
        been  marketed  by  them in a  permissible  manner  and  none of them is
        marketing or has marketed any Software that they do not own or otherwise
        have the right and authority to market.  Except as set forth on SCHEDULE
        3.14(a) and software  licensed by unaffiliated  third parties to both an
        Acquired  Company and another LP Group Company or its affiliates,  no LP
        Group  Company or its  affiliates,  other than the  Acquired  Companies,
        Seller and LPTI,  owns or licenses any Software,  licensed,  maintained,
        used or under development by one or more of the Acquired Companies.

                (b) SCHEDULE  3.14(b) contains an accurate and complete list and
        description of all Intellectual Property Rights owned, licensed, used or
        under  development by one or more of the Acquired  Companies,  Seller or
        LPTI, itemized by company. Except as set forth in the foregoing list, no
        other  Intellectual   Property  Rights  (other  than  trade-secrets  and
        know-how) are used in the  operations  of any of the Acquired  Companies
        Business.  Except  as set forth on  SCHEDULE  3.14(a)  and  intellectual
        property  rights  licensed  by  unaffiliated  third  parties  to both an
        Acquired  Company and another LP Group Company or its affiliates,  no LP
        Group  Company or its  affiliates,  other than the  Acquired  Companies,
        Seller and LPTI, owns or licenses any Intellectual  Property Rights that
        are licensed,  used or under  development by one or more of the Acquired
        Companies.

                (c) Except as set forth on SCHEDULE 3.14(c) or SCHEDULE 3.14(f),
        each of LPAS,  Seller and LPTI has good and  indefeasible  title to, and
        the  full  right  to use,  all of the  Software  and  LPAS  Intellectual
        Property owned, purported to be owned, developed or under development by
        it. LP Securities has good and indefeasible title to, and the full right
        to use,  all of the  Software and LP  Securities  Intellectual  Property
        owned,  purported to be owned, developed or under development by it, and
        LPA Insurance has good and indefeasible  title to, and the full right to
        use, all of the Software and LPA Insurance  Intellectual Property owned,
        purported  to be owned,  developed or under  development  by it, in each
        case, free and clear of any Encumbrance (except Encumbrances of the Bank
        of Scotland to be released at Closing).  Except as set forth on SCHEDULE
        3.14(c), no rights of any third party are necessary to market,  license,
        sell,  modify,  update,  and/or create derivative works for the Acquired
        Companies  Intellectual Property owned, purported to be owned, developed
        or under  development by any of the Acquired  Companies,  LPTI or Seller
        ("Owned Seller Intellectual Property") or the Owned Seller Software.

                                       24
<PAGE>

                (d)  All of the  Owned  Seller  Software  and the  Owned  Seller
        Intellectual  Property was created as a work for hire (as defined  under
        U.S. copyright law) by regular full time employees of LPTI, Seller or an
        Acquired  Company  or by  authors  or  developers  who have  irrevocably
        assigned to an  Acquired  Company in writing  all  copyrights  and other
        proprietary  rights in their  work with  respect  to such  Owned  Seller
        Software and Owned Seller Intellectual Property.

                (e) With  respect to the  Software  listed on  SCHEDULE  3.14(a)
        which  is  Owned  Seller  Software:  (i) the most  current  releases  or
        versions of such Software  operate in accordance  with the  descriptions
        for such Software set forth in SCHEDULE 3.14(a), and except for software
        bugs which are fixed in support of such Software in the ordinary  course
        of the Acquired Companies Business,  without material operating defects;
        (ii)    the     Acquired     Companies     maintain     machine-readable
        master-reproducible    copies,    source   code   listings,    technical
        documentation and help screens for the most current releases or versions
        thereof and for all earlier releases or versions thereof currently being
        supported  by  them;  (iii)  in each  case,  the  machine-readable  copy
        substantially  conforms to the  corresponding  source code listing;  and
        (iv)  it  can  be  maintained  and  modified  by  reasonably   competent
        programmers familiar with its language, hardware and operating systems.

                (f)  Except  as set  forth on  SCHEDULE  3.14  (f),  none of the
        respective  past or current uses of the Owned  Seller  Software or Owned
        Seller Intellectual Property,  including the preparation,  distribution,
        marketing or licensing  thereof,  has violated or infringed  upon, or is
        violating  or  infringing  upon,  any  Software,   technology,   patent,
        trademark, copyright or, to the best of Seller's and Parent's knowledge,
        trade secret or other Intellectual Property Right of any Person. None of
        the Owned  Seller  Software  or Owned  Seller  Intellectual  Property is
        subject to any Judgment.  No  Proceeding  is pending,  or to the best of
        Seller's and Parent's knowledge,  threatened,  nor has any written claim
        or demand or, to the best of Seller's and Parent's  knowledge  any other
        type of claim or demand,  been made,  which challenges or challenged the
        legality,  validity,  enforceability,  use  or  exclusive  ownership  by
        Seller, LPTI or any of the Acquired Companies of any of the Owned Seller
        Software  or the  Owned  Seller  Intellectual  Property.  To the best of
        Seller's or Parent's  knowledge,  no Person is violating  or  infringing
        upon, or has,  since January 1, 1999,  violated or infringed upon any of
        the Owned Seller Software or Owned Seller Intellectual Property.

                (g) None of the LP Group  Companies  has  received  any  written
        notice directed specifically to one or more of the LP Group Companies or
        its affiliates  that any of the  respective  past or current uses of the
        Software  licensed to an  Acquired  Company,  Seller or LPTI  ("Licensed
        Seller  Software")  or  Intellectual  Property  Rights  licensed  to  an
        Acquired  Company,   Seller  or  LPTI  ("Licensed  Seller   Intellectual
        Property"),  including  the  preparation,   distribution,  marketing  or
        licensing  thereof,  has violated or infringed  upon, or is violating or
        infringing upon, any Software,  technology, patent, trademark, copyright
        or trade secret or other Intellectual Property Right of any Person. None
        of the LP Group  Companies  has  received  any written  notice  directed
        specifically  to one or more of the LP Group Companies or its affiliates
        that (i) any Licensed Seller  Software or Licensed  Seller  Intellectual
        Property is subject to any Judgment;  (ii) any  Proceeding is pending or
        threatened  involving any Licensed  Seller  Software or Licensed  Seller
        Intellectual Property; or (iii) any claim or demand has been made, which
        challenges or

                                       25
<PAGE>

        challenged the legality, validity, enforceability or use by Seller, LPTI
        or any of the Acquired  Companies of any of the Licensed Seller Software
        or the Licensed Seller Intellectual Property.

                (h)  Except as set  forth on  SCHEDULE  3.14(h),  none of the LP
        Group  Companies nor their  affiliates has disclosed or delivered to any
        escrow agent or to any other Person,  or permitted the disclosure to any
        escrow  agent or to any other  Person of, the source code (or any aspect
        or  portion  thereof)  for or  relating  to any past,  present or future
        product of any Acquired Company.

                (i)  Except  as set  forth on  SCHEDULE  3.14(i),  any  license,
        sublicense or other Contract covering or relating to any of the Software
        or  Intellectual  Property  Rights of the  Acquired  Companies,  LPTI or
        Seller is  legal,  valid,  binding,  enforceable  and in full  force and
        effect, and upon consummation of the transactions  contemplated  hereby,
        will continue to be legal, valid, binding, enforceable and in full force
        and effect on terms  identical to those in effect  immediately  prior to
        the consummation of the transactions  contemplated  hereby.  None of the
        Acquired Companies, and, to the best of Seller's and Parent's knowledge,
        none of the LP Group  Companies,  is in breach of or  default  under any
        license,  sublicense or other Contract  covering or relating to Software
        or  Intellectual  Property  Rights of the  Acquired  Companies,  LPTI or
        Seller or has  performed  any act or omitted  to perform  any act which,
        with  notice  or lapse of time or  both,  will  become  or  result  in a
        material  violation,  breach or default  thereunder.  No  Proceeding  is
        pending nor, to the best of Seller's and Parent's knowledge, is being or
        has  been  threatened  nor has any  claim or  demand  been  made,  which
        challenges the legality,  validity,  enforceability  or ownership of any
        license,  sublicense or other Contract covering or relating to any Owned
        Seller Software or Owned Seller Intellectual  Property,  and none of the
        LP Group Companies has received any written notice directed specifically
        to one or  more  of the LP  Group  Companies  or its  affiliates  that a
        Proceeding  is  pending or is being or has been  threatened  or that any
        claim or demand has been made, which challenges the legality,  validity,
        enforceability or ownership of any license, sublicense or other Contract
        covering or relating to any Licensed  Seller Software or Licensed Seller
        Intellectual Property.

                (j)  None of the  Owned  Seller  Software  which  is  listed  or
        required to be listed on SCHEDULE  3.14(a) is owned by or  registered in
        the name of any current or former owner (other than LP  Securities,  the
        owner of LPA  Insurance),  shareholder  (other than LP  Securities,  the
        shareholder of LPA Insurance),  partner, director,  executive,  officer,
        employee, salesman, agent, customer, representative or contractor of any
        LP Group  Company or its  affiliate  nor does any such  Person  have any
        interest  therein  or right  thereto,  including  the  right to  royalty
        payments.

                (k) Except as set forth on SCHEDULE  3.14(k) or with  respect to
        demonstration  or trial copies,  no portion of any Software  owned by or
        licensed to a third party by an Acquired  Company,  Seller or LPTI, nor,
        to the best of  Seller's  or  Parent's  knowledge,  any  portion  of any
        Software licensed to an Acquired Company,  Seller or LPTI,  contains any
        "back door," "time bomb,"  "Trojan  horse,"  "worm," "drop dead device,"
        "virus" or other software  routines or hardware  components  designed to
        permit unauthorized access or to disable or erase software, hardware, or
        data without the consent of the user.

                                       26
<PAGE>

                (l) Set forth on SCHEDULE  3.14(l) are all Internet domain names
        related to the Acquired Companies Business ("Domain Names"). Each Domain
        Name is  registered to an Acquired  Company,  and all  registrations  of
        Domain  Names  are in good  standing  until  such  dates as set forth on
        SCHEDULE 3.14(l).  The name of the Acquired Company  registrant for each
        Domain Name, is set forth on SCHEDULE 3.14(l).  No action has been taken
        or is pending to  challenge  rights to,  suspend,  cancel or disable any
        Domain Name,  registration therefor or the right of any Acquired Company
        to use a Domain  Name.  Except as set  forth on  SCHEDULE  3.14(l),  the
        Acquired Companies have the right to use each of the Domain Names on the
        Internet.

                (m) There is no  governmental  prohibition or restriction on the
        use of any of the Acquired Companies Intangibles in any jurisdiction.

                (n)  Except as  disclosed  on  SCHEDULE  3.14(n),  the  Acquired
        Companies  have  the  full  right  to  use,  in the  Acquired  Companies
        Business, all compilations of data contained in databases related to the
        Acquired  Companies  Business  and all  information  and  data  elements
        contained in such data  compilations.  The Acquired Companies have used,
        at all times prior to the Closing Date,  commercially reasonably efforts
        to ensure  that  such data  compilations  and all  information  and data
        elements  contained  therein were accurate,  complete and current in all
        material  respects.  No person is  breaching or has breached at any time
        any duty or  obligation  owed to an Acquired  Company in respect of such
        compilations  of data.  Neither  the past  nor  current  use of any such
        compilations  of data (or the  information  and data elements  contained
        therein)  in the  Acquired  Companies  Business:  (i)  has  violated  or
        infringed  upon, or is violating or infringing  upon,  the rights of any
        Person;  or (ii) breaches any duty or obligation owed to any Person;  or
        (iii)  violates  the  privacy or any Law  relating to the privacy of any
        Person.

                (o) To the extent that the Acquired Companies have maintained in
        connection with their operations,  activities,  conduct, and business on
        the World Wide Web  ("Web")  and any and all other  applicable  Internet
        operations,   activities,   conduct,  and  business  a  written  privacy
        statement or policy  governing the collection,  maintenance,  and use of
        data and information collected from users of Web sites owned,  operated,
        or  maintained  by, on  behalf  of, or for the  benefit  of an  Acquired
        Company in connection with or related to the Acquired Companies Business
        ("Acquired  Companies Web Sites"),  each such statement or policy, along
        with such Acquired Company's  collection,  maintenance,  and use of user
        data and information and transfer thereof to Buyer under this Agreement,
        complies in all material  respects with all applicable  Laws,  including
        Laws of the U.S. Federal Trade Commission.  No such privacy statement or
        policy in any manner  restricts or limits the transfer of such collected
        data  pursuant  to  this  Agreement  or   consummation  of  the  actions
        contemplated by this Agreement.

                (p)  Except  as set  forth  on  SCHEDULE  3.14(p)  all  linking,
        hyperlinking,  deep-linking, framing, or other means or methods employed
        by the Acquired Companies,  whereby an Acquired Company Web Site visitor
        may move or transfer  directly  from any Acquired  Companies Web Site to
        another Web site or view or access  another  Web site from any  Acquired
        Companies Web Site, are subject to appropriate  linking  agreements with
        such other Web sites.

                (q)  Except as  disclosed  on  SCHEDULE  3.14(q),  the  Acquired
        Companies  maintain,  in connection  with the Software owned by Acquired
        Companies and in connection with the Acquired Companies Business, access
        controls  and  filters,   authorization  and

                                       27
<PAGE>

        authentication policies,  intrusion and misuse detection controls, virus
        detection and eradication software,  information security  vulnerability
        and risk  management  controls  and  policies,  and similar  information
        security  controls,  devices and  policies,  and the  foregoing  (i) are
        commercially   reasonably   adequate  to  protect  the   integrity   and
        confidentiality  of the Software owned by the Acquired Companies and the
        data processed by the Acquired  Companies Business and (ii) are at least
        as stringent and efficacious as information  security controls,  devices
        and policies ordinarily used in comparable data processing businesses.

        3.15 Contracts.

                (a) "Specified  Contracts"  means, for each Acquired Company (i)
        Software  license and  Software  maintenance  Contracts  under which the
        Acquired  Company is the  licensor  or provider  of  services;  (ii) the
        Acquired Company's  Contracts with its customers and clients;  (iii) the
        Acquired Company's Contracts with any self regulatory  organizations (as
        defined in Section 3(a) 26 of the Exchange  Act) and  Contracts  for the
        clearing of securities transactions;  (iv) Contracts for the purchase or
        lease of Real Property or otherwise  concerning Real Property (including
        service  Contracts)  owned  or used  by the  Acquired  Company;  (v) the
        Acquired  Company's loan agreements,  mortgages,  notes,  guarantees and
        other financing Contracts; (vi) Contracts for the purchase, lease and/or
        maintenance of computer  equipment and other equipment and Contracts for
        the purchase,  license,  lease and/or  maintenance of Software,  in each
        case,  under  which the  Acquired  Company is the  purchaser,  licensee,
        lessee  or  user;  and  other  supplier  Contracts;   (vii)  employment,
        consulting, independent contractor and sales representative Contracts to
        which the  Acquired  Company  is a party;  (viii)  separate  account  or
        private portfolio  management Contracts to which the Acquired Company is
        a party;  (ix) Contracts  under which any rights in and/or  ownership of
        any Software  product,  technology  or other  Intangible of the Acquired
        Company, or any prior version thereof, or any part of the customer base,
        business  or  Assets of the  Acquired  Company,  or any  shares or other
        ownership interests in the Acquired Company (or any of its predecessors)
        was acquired; (x) Contracts containing clauses that prohibit or restrict
        the  Acquired  Company from  soliciting  any employee or customer of any
        other  Person or  otherwise  prohibiting  or  restricting  the  Acquired
        Company from engaging in any business and (xi) other  Contracts in which
        more  than  $10,000  per  year is paid to or  received  by the  Acquired
        Company.  Set forth on  SCHEDULE  3.15 are (a) the name of each  private
        portfolio  manager who has entered into a private  portfolio  management
        contract with LPAS;  (b) each of the Acquired  Companies'  Contracts for
        the  clearing  of  securities   transactions  and  (c)  those  Contracts
        containing  clauses that  prohibit or restrict an Acquired  Company from
        soliciting  any  employee or customer of any other  Person or  otherwise
        prohibiting  or  restricting  an Acquired  Company from  engaging in any
        business.  Except  as set  forth on  SCHEDULE  3.15,  there  are no oral
        Specified  Contracts.  True and correct copies of each written Specified
        Contract have been delivered or made available to Buyer.

                (b) Except as set forth on SCHEDULE 3.15,  each of the customers
        and  clients  of each  Acquired  Company  has  signed  and is bound by a
        written  Contract that has been  delivered to Buyer or is  substantially
        identical (but for non material  changes,  pricing  information  and the
        manner  in  which  blanks  are  filled  in) to one of the  current  form
        agreements  that are attached as part of SCHEDULE  3.15 or a predecessor
        of such form in effect at the time of execution  thereof.  Except as set
        forth on SCHEDULE 3.15, all Institutional Clients (as defined in Section
        3.19(c)) have put into  production and are using the Software,  products
        and/or services  described in their

                                       28
<PAGE>

        respective  customer  Contracts  and,  except as set  forth on  SCHEDULE
        3.19(d),  to the best of Seller's  knowledge none of such  Institutional
        Clients is  dissatisfied,  in any material  sense,  with such  Software,
        products and  services,  when taken as a whole,  although  they may have
        requested additional and/or enhanced software,  products and services to
        supplement or modify their current such products and services.

                (c) Except as set forth on SCHEDULE 3.15, since January 1, 2002,
        no Acquired Company has given or received any notice of material default
        or  notice  of  termination  with  respect  to  any  material  Specified
        Contract.  Each material  Specified  Contract is valid and in full force
        and  effect,  and  is  enforceable  by its  Acquired  Company  party  in
        accordance with its terms.

                (d)  Except as set forth on  SCHEDULE  3.15:  (i) to the best of
        Seller's  knowledge,  no  Person  has  materially  violated,  materially
        breached,  or declared or committed  any  material  default  under,  any
        material Specified Contract;  (ii) to the best of Seller's knowledge, no
        event has occurred,  and no circumstance or condition exists, that (with
        or without  notice or lapse of time)  will,  if uncured  (A) result in a
        material  violation or breach of any of the  provisions  of any material
        Specified  Contract,  (B) give any Person the right to declare a default
        or exercise any remedy under any material Specified  Contract,  (C) give
        any Person the right to accelerate  the maturity or  performance  of any
        material Specified Contract,  or (D) give an Acquired Company or, to the
        best of  Seller's  knowledge,  any other  Person,  the right to  cancel,
        terminate or modify any material  Specified  Contract;  (iii) Seller has
        not received any notice or other communication (in writing or otherwise)
        regarding  any  actual or  alleged  violation  or breach  of, or default
        under, any Specified  Contract or (in writing) regarding any possible or
        potential  violation  or breach  of, or  default  under,  any  Specified
        Contract;  and (iv) no  Acquired  Company  has  waived any of its rights
        under any material Specified Contract.

                (e) The  performance  of the  Specified  Contracts in accordance
        with  their  respective  terms will not  result in any  violation  of or
        failure to comply  with any  Judgment  or Law  applicable  to any of the
        Acquired Companies on or prior to the Closing Date.

                (f)  Except  as  set  forth  on  SCHEDULE  3.15,  no  Person  is
        renegotiating  any amount paid or payable to an Acquired  Company  under
        any  Specified  Contract or any other term or provision of any Specified
        Contract.

                (g) The Specified  Contracts are all the Contracts necessary and
        reasonably  sufficient  to operate the  Acquired  Companies  Business as
        currently conducted.  Except as set forth on SCHEDULE 3.15, there are no
        currently  outstanding  proposals  or offers  submitted  by any Acquired
        Company to any customer,  prospect,  supplier or other Person which,  if
        accepted,  would  result in a legally  binding  Contract of such company
        involving an amount or commitment  exceeding  $25,000 in any single case
        or an aggregate amount or commitment exceeding $50,000 in the aggregate.

        3.16 Registrations, Licenses and other SEC Matters.

                (a) LP Securities is duly registered as a broker-dealer with the
        SEC  pursuant  to  Section  15 of the  Exchange  Act and the  respective
        regulatory agencies for the states and

                                       29
<PAGE>

        jurisdictions  listed on SCHEDULE 3.16(a).  LP Securities is a member in
        good standing of the NASD.  LP  Securities is subject to NASD  operating
        restrictions  as  set  forth  in  its  NASD  membership  agreement  ("LP
        Securities Membership Agreement"),  a true, complete and correct copy of
        which  has  been  made  available  to  Buyer.  LP  Securities  is not in
        violation or breach of the LP Securities Membership Agreement,  and does
        not engage, and has not engaged, in any activities  prohibited by the LP
        Securities  Membership  Agreement.  The operations of LP Securities as a
        broker-dealer,  as such operations were and presently are conducted, and
        the  status of LP  Securities  as a  registered  broker-dealer  (i) have
        complied with and currently comply with, in all material  respects,  all
        federal,  state and applicable  foreign  securities Laws,  including the
        Exchange Act, and (ii) have not required and currently do not require LP
        Securities to register or qualify as a broker-dealer in any jurisdiction
        other than the states and jurisdictions  listed on SCHEDULE 3.16(a).  LP
        Securities  is  not  a  self-clearing  broker  and  executes  securities
        transactions  only on a fully disclosed basis through the clearing firms
        identified on SCHEDULE 3.15. LP Securities has timely filed or given all
        reports,  registrations,  filings  and  notices  required to be filed or
        given by it,  including its Form B/D, with or to the SEC, the NASD,  and
        each of the regulatory agencies for the jurisdictions listed on SCHEDULE
        3.16(a), all of which reports,  registrations,  filings and notices were
        accurately and properly completed.  Accurate and complete copies of each
        Form  B/D and  application  for  registration  as a  broker-dealer,  all
        amendments and supplements thereto, and periodic  broker-dealer reports,
        filings  and  notices,  including,  without  limitation,  Part IIA FOCUS
        Reports,  in each case as filed by LP Securities with the SEC, the NASD,
        the Municipal  Securities  Rulemaking  Board and each of the  regulatory
        agencies  for  the  jurisdictions  listed  on  SCHEDULE  3.16(a),   have
        previously  been made available to Buyer.  No earlier than ten (10) days
        before the Closing Date,  Seller and LPTI shall deliver,  or cause to be
        delivered,  to Buyer a computation of LP  Securities'  net capital under
        SEC Rule 15C3-1  (computed as of the date of the last Interim  Financial
        Statements  delivered  pursuant to Section 5.3). All affiliates (as such
        term is defined in Rule 405 of the Securities  Act) of LP Securities and
        all  associated  persons  of LP  Securities  (as such term is defined in
        Section 3(18) of the Exchange  Act) are either  registered or qualified,
        or are not required to be registered or qualified,  under all applicable
        federal and state  securities  Laws and rules of the NASD. LP Securities
        is not an exchange or an  alternative  trading  system as defined in the
        Exchange Act and Regulation ATS,  respectively.  Copies of the forms U-4
        for each of the individuals  listed on SCHEDULE  3.16(a) have previously
        been made  available  to Buyer and such forms U-4  represent  all of the
        forms  U-4 for all LP  Securities  employees  required  to fill out such
        form.  Except as set forth in SCHEDULE  3.16(a),  neither LP Securities,
        nor any associated  persons of LP Securities has been censured,  has had
        limitations placed on any of their activities,  functions or operations,
        has  been  suspended  or had  any  registration  revoked,  or  has  been
        subjected to any other type of  disciplinary  action or complaint by any
        federal or state  securities  agency or  authority or by the NASD or any
        stock  exchange.  No  disciplinary  action  or any  formal  or  informal
        investigation by the staff of the SEC, any state  securities  regulator,
        or the NASD is pending or, to Seller's or Parent's knowledge, threatened
        against LP Securities or any such affiliate or associated person. Except
        as set forth on SCHEDULE 3.16(a),  no material  compliance  deficiencies
        have been brought to the attention of LP Securities as a consequence  of
        an inspection, exit interview, or otherwise by the staff of the SEC, any
        state or  foreign  securities  regulator,  or the  NASD.  Copies  of all
        correspondence  between LP Securities and (A) the SEC, (B) the NASD, and
        (C) state securities  regulators,  have been made available to Buyer. LP
        Securities  has responded to each matter  identified by the staff of the
        SEC, NASD, or state

                                       30
<PAGE>

        securities  regulators,  as the case may be, in any such correspondence.
        To Seller's and Parent's knowledge, LP Securities has in such responses,
        or otherwise,  adequately and fully addressed each concern identified by
        the staff of the SEC, NASD, or state securities regulators,  as the case
        may be, with respect to its operations.

                (b) LPAS is duly  registered as an  investment  adviser with the
        SEC under the Advisers Act and the  respective  regulatory  agencies for
        the states and jurisdictions  listed on SCHEDULE 3.16(b). The operations
        of LPAS as a registered  investment adviser, as such operations were and
        presently  are  conducted,  and  the  status  of  LPAS  as a  registered
        investment  adviser (i) have complied with and currently comply with, in
        all  material  respects,  all  federal,  state  and  applicable  foreign
        securities Laws,  including the Advisers Act, and (ii) have not required
        and  currently  do  not  require  LPAS  to  register  or  qualify  as an
        investment  adviser  in any  jurisdiction  other  than  the  States  and
        jurisdictions listed on SCHEDULE 3.16(b). LPAS has timely filed or given
        all registrations,  filings and notices required to be filed or given by
        it,  including  its  Form  ADV,  with  or to the  SEC  and  each  of the
        regulatory  agencies for the  jurisdictions  listed on SCHEDULE 3.16(b),
        all of  which  are  accurately  and  properly  completed.  Accurate  and
        complete   copies  of  LPAS's  current  Form  ADV,  all  amendments  and
        supplements  thereto,  and filings and notices, in each case as filed by
        LPAS  with  the  SEC  and  each  of  the  regulatory  agencies  for  the
        jurisdictions  listed on SCHEDULE  3.16(b),  have  previously  been made
        available  to Buyer.  LPAS has no  brokerage  policies  other than those
        employed by LPAS in the LPAS  Business as described in its Form ADV. The
        only products or services  obtained by LPAS through the use of brokerage
        commissions  have been  "brokerage  and  research"  services  within the
        meaning   of   ss.28(e)   of  the   Exchange   Act  and  the  SEC  staff
        interpretations  thereunder.  Except as set forth in Schedule 3.16(b) or
        as disclosed on LPA's  current Form ADV,  neither  LPAS,  nor any person
        associated  (as  defined  under  the  Adviser  Act)  with  LPAS has been
        convicted of any crime or is or has engaged in any conduct that would be
        a basis for (A) denial,  suspension or revocation of  registration of an
        investment  adviser  under  Section  203(e) of the Advisers  Act, or (B)
        ineligibility  to  serve  as an  investment  adviser  (or in  any  other
        capacity  contemplated  by the  Investment  Company Act) to a registered
        investment  company  pursuant to Section 9(a) or 9(b) of the  Investment
        Company  Act,  nor,  to Seller's  or  Parent's  knowledge,  is there any
        proceeding    or    investigation    for   any    such    ineligibility,
        disqualification, denial, suspension or revocation. LPAS has complied in
        all material respects with the fee arrangement restrictions set forth in
        the Advisers  Act. No LP Group  Company or affiliate  thereof  maintains
        custody  or  constructive  custody  of any  funds or  securities  of any
        Advisory Client.  Copies of all correspondence  between LPAS and the SEC
        and state securities regulators, have been made available to Buyer. LPAS
        has responded to each matter identified by the staff of the SEC or state
        securities  regulators,  as the case may be, in any such correspondence.
        To Seller's  and  Parent's  knowledge,  LPAS has in such  responses,  or
        otherwise,  adequately addressed each concern identified by the staff of
        the  SEC  or  such  state  securities  regulators  with  respect  to its
        operations.

                (c) LPA Insurance is duly licensed as an insurance agency in all
        states, except Massachusetts,  Texas and Hawaii, and has maintained such
        licenses in good standing.

                (d)  The  Acquired  Companies  have  adopted  a  written  policy
        regarding  insider  trading and a Code of Ethics.  During the past three
        (3) years, to Seller's knowledge, there have

                                       31
<PAGE>

        been no material  violations or  allegations  of material  violations of
        such Code of Ethics or insider trading policy or prohibitions  under the
        Advisers Act.

        3.17 Employees and Independent Contractors.

                (a) SCHEDULE  3.17 contains an accurate and complete list of all
        of  the  employees  of  each  Acquired  Company,   by  Acquired  Company
        (including  any such  employee who is on a leave of absence or on layoff
        status)  and (i) their  titles or  responsibilities;  (ii) their  social
        security numbers and principal  residence address;  (iii) their dates of
        hire; (iv) their current salaries or wages and all bonuses,  commissions
        and incentives paid at any time during the past twelve months; (v) their
        last compensation changes and the dates on which such changes were made;
        (vi) any specific bonus, commission or incentive plans or agreements for
        or  with  them;   (vii)  each  Employee   Benefit  Plan  in  which  they
        participate;  (viii) any securities or insurance license or registration
        that is held by them and that relates to or is useful in connection with
        any of the Acquired Companies  Business;  and (ix) any outstanding loans
        or advances made to them;  and (x) any Contracts  with them (even if not
        material, individually).

                (b) SCHEDULE 3.17 also contains an accurate and complete list of
        all sales  representatives  and  independent  contractors  engaged by or
        associated with each Acquired  Company and (i) their tax  identification
        numbers  and state or  country  of  residence,  (ii) any  securities  or
        insurance  license or  registration  held by them and (iii) whether they
        are  parties  to an  Advisor's  Agreement  with  LPAS and LP  Securities
        substantially  in the form (but for  non-material  changes,  pricing and
        revenue  sharing  information  and the manner in which blanks are filled
        in)  of  one  of  the  forms   attached  as  EXHIBIT  3.17   ("Advisor's
        Agreement"),  and, if so, which of such forms.  SCHEDULE 3.17 also lists
        for those  independent  contractors  who are not parties to an Advisor's
        Agreement (a) their payment  arrangements,  (b) a brief  description  of
        their jobs and projects  currently  in progress  and (c) their  material
        Contract terms, including termination provisions.

                (c) Except as limited by the specific  and express  terms of any
        employment  Contracts  listed  on  SCHEDULE  3.17  and  except  for  any
        limitations of general application which may be imposed under applicable
        employment  Laws,  each Acquired  Company has the right to terminate the
        employment  of  each  of its  employees  at will  and to  terminate  the
        engagement of any of its independent contractors without payment to such
        employee or  independent  contractor  other than for  services  rendered
        through termination and without incurring any penalty or liability other
        than  liability  for severance  pay in  accordance  with such  company's
        disclosed severance pay policy.

                (d) Each Acquired  Company is in full  compliance  with all Laws
        applicable  to  the  Acquired   Companies   that  relate  to  employment
        practices.  Each Acquired  Company has made  available to Buyer accurate
        and complete  copies of all employee  manuals and handbooks,  disclosure
        materials,  policy  statements  and  other  materials  relating  to  the
        employment of the current and former employees of such Acquired Company.

                (e) No Acquired Company has ever been a party to or bound by any
        union  or  collective  bargaining  Contract,  nor is any  such  Contract
        currently in effect or being  negotiated by or on behalf of any Acquired
        Company.

                                       32
<PAGE>

                (f) Since January 1, 1999, no Acquired  Company has  experienced
        any labor problem that was or is material to it.

                (g) To the  best of  Seller's  and  Parent's  knowledge:  (i) no
        officer,  director or other senior  management  employee of any Acquired
        Company has received an offer to join a business that may be competitive
        with any Acquired Company or, the Acquired Companies Business;  and (ii)
        no  employee  of any  Acquired  Company is a party to or is bound by any
        confidentiality  agreement,  noncompetition  agreement or other Contract
        (with any Person) that may have an adverse effect on (A) the performance
        by such employee of any of his duties or responsibilities as an employee
        of an Acquired Company, or (B) any of the businesses or operations of an
        Acquired Company.

                (h) Except as set forth on  SCHEDULE  3.17,  each of the current
        and past employees,  consultants and contractors of each of Seller, LPTI
        and each of the  Acquired  Companies  have signed  agreements  with such
        company containing  restrictions that adequately protect the proprietary
        and  confidential  information  of such company and vest in such company
        the full ownership of items developed by such Person.

                (i)  Except  as set  forth  on  SCHEDULE  3.17,  to the  best of
        Seller's  knowledge,  since November 1, 2002, no employee of an Acquired
        Company  having an annual  salary of  $50,000 or more has  indicated  an
        intention to terminate or has terminated his or her employment with such
        company.

        3.18 Employee Benefit Plans.

                (a) SCHEDULE 3.18 contains an accurate and complete list of each
        Employee  Benefit Plan  established,  maintained,  contributed  to or to
        which there is an obligation  to  contribute  to by an Acquired  Company
        (collectively  referred to as the "Acquired  Companies  Employee Benefit
        Plans"),  all  employees  affected or covered by the Acquired  Companies
        Employee  Benefit  Plans as of April  25,  2003,  itemized  by  Acquired
        Company,  and all Obligations  thereunder.  Accurate and complete copies
        and descriptions of all of the Acquired Companies Employee Benefit Plans
        have been  provided  to Buyer.  Other  than (i) the  Acquired  Companies
        Employee  Benefit  Plans,  including  the 401(k) Plan of Berkeley  (USA)
        Limited in which the employees of the Acquired Companies participate and
        to which the Acquired  Companies  contribute (the "Berkeley Plan"),  and
        (ii) the Stock  Option  Plan of Parent  in which  the  employees  of the
        Acquired Companies  participate,  there are no Employee Benefit Plans in
        which employees of an Acquired Company are eligible for participation or
        benefits by virtue of their employment by an Acquired Company.

                (b) Except as set forth on SCHEDULE 3.18, since January 1, 2000,
        no Acquired  Company has (i)  established,  maintained or contributed to
        (or had the  obligation to contribute  to) any Employee  Benefit  Plans,
        (ii) proposed any Employee  Benefit Plans which it plans to establish or
        maintain  or to  which it plans to  contribute,  or (iii)  proposed  any
        changes to any Employee Benefit Plans now in effect.

                (c)  If  permitted  and/or  required  by  applicable  Law,  each
        Acquired  Company or ERISA  Affiliate has properly  submitted all of the
        Acquired Companies Employee Benefit

                                       33
<PAGE>

        Plans  intended to be qualified  under Section 401(a) of the Code to the
        IRS  for  its  approval  within  the  time  prescribed   therefor  under
        applicable  federal  regulations.  Favorable letters of determination of
        such tax-qualified status from the IRS are attached to SCHEDULE 3.18.

                (d) With  respect to the  Acquired  Companies  Employee  Benefit
        Plans,  each  Acquired  Company will have made, on or before the Closing
        Date,  all  payments  required to be made by it on or before the Closing
        Date and will have accrued (in  accordance  with GAAP) as of the Closing
        Date all  payments  due but not yet payable as of the Closing  Date,  so
        there will not have been,  nor will  there be, any  Accumulated  Funding
        Deficiencies  (as  defined  in ERISA or the  Code)  or  waivers  of such
        deficiencies.

                (e) Each Acquired Company has delivered to Buyer an accurate and
        complete copy of the most current Form 5500 and any other form or filing
        required to be submitted to any  Governmental  or  Regulatory  Body with
        regard to any of the Acquired  Companies  Employee Benefit Plans and the
        most  current  actuarial  report  with  regard  to any  of the  Acquired
        Companies Employee Benefit Plans.

                (f) All of the Acquired  Companies  Employee  Benefit Plans are,
        and have been,  operated in full  compliance  with their  provisions and
        with  all  applicable   Laws  including  ERISA  and  the  Code  and  the
        regulations  and  rulings  thereunder.  Each  Acquired  Company  and all
        fiduciaries  of the  Acquired  Companies  Employee  Benefit  Plans  have
        complied with the provisions of the Acquired  Companies Employee Benefit
        Plans and with all applicable  Laws including ERISA and the Code and the
        regulations and rulings thereunder. There have been no Reportable Events
        (as defined in ERISA),  no events  described in Sections  4062,  4063 or
        4064 of ERISA, and no termination or partial termination  (including any
        termination or partial termination  attributable to this sale) of any of
        the  Acquired  Companies  Employee  Benefit  Plans.  There  would  be no
        Obligation of any Acquired Company under Title IV of ERISA if any of the
        Acquired  Companies  Employee  Benefit  Plans were  terminated as of the
        Closing Date.  No Acquired  Company has  incurred,  nor will incur,  any
        withdrawal liability,  nor does any Acquired Company have any contingent
        withdrawal  liability,  under ERISA to any Multiemployer plan as defined
        in ERISA. No Acquired Company has incurred any Obligation to the Pension
        Benefit Guaranty Corporation (or any successor thereto).

                (g) Neither the execution and delivery of this Agreement nor the
        consummation of the transactions  contemplated hereby will (i) result in
        any payment  (including  any  severance,  unemployment  compensation  or
        golden parachute  payment)  becoming due from any Acquired Company under
        any of the Acquired  Companies Employee Benefit Plans, (ii) increase any
        benefits  otherwise payable under any of the Acquired  Companies Benefit
        Plans,  or (iii)  result in the  acceleration  of the time of payment or
        vesting of any such benefits to any extent that would or could affect an
        Acquired Company.

                (h) There are no pending  Proceedings,  claims or  demands  that
        have been asserted or instituted  against any of the Acquired  Companies
        Employee  Benefit  Plans,  the  Assets of any of the  trusts  under such
        plans, the plan sponsor,  the plan administrator or any fiduciary of any
        such plan  (other  than  routine  benefit  claims),  and, to the best of
        Seller's and  Parent's  knowledge,  there are no facts  which,  if true,
        could  reasonably form the basis for any such  Proceeding.  There are no
        investigations  or  audits  of any of the  Acquired  Companies  Employee

                                       34
<PAGE>

        Benefit Plans, any trusts under such plans,  the plan sponsor,  the plan
        administrator  or  any  fiduciary  of  any  such  plan  that  have  been
        instituted  or,  to  the  best  of  Seller's  and  Parent's   knowledge,
        threatened,  and, to the best of Seller's and Parent's knowledge,  there
        are no  facts  which  could  reasonably  form  the  basis  for any  such
        investigation or audit.

                (i) Except as set forth on SCHEDULE  3.18, no event has occurred
        nor will  occur  which will  result in any  Acquired  Company  having an
        Obligation in  connection  with any Employee  Benefit Plan  established,
        maintained,  contributed  to or to which there has been an obligation to
        contribute  (currently or previously) by any ERISA Affiliate (other than
        an Acquired Company).

        3.19 Customers, Prospects and Suppliers

                (a) SCHEDULE  3.19(a) lists each  Advisory  Client of LPAS as of
        the date of this Agreement,  broken down between those Advisory  Clients
        who have on their Advisory  Agreements also appointed LPAS to serve as a
        portfolio manager on their account (the "Discretionary  Accounts"),  and
        all other  Advisory  Clients.  Each of the  clients  listed on  SCHEDULE
        3.19(a) is a party to an agreement with LPAS substantially  identical in
        form (but for non material changes,  pricing  information and the manner
        in which blanks are filled in) to the current form of advisory agreement
        attached as EXHIBIT  3.19(a) or a predecessor  of such form in effect at
        the time of execution thereof ("Advisory  Agreement").  SCHEDULE 3.19(a)
        also provides,  for each of the Advisory Clients listed (i) the identity
        of the LPAS independent  contractor listed as the independent advisor on
        such client's Advisory  Agreement with LPAS and (ii) the market value of
        such  client's  assets  under  management  by LPAS as of April 29, 2003.
        Schedule  3.19(a) also provides the aggregate market value of the assets
        of the  Discretionary  Accounts  and the  aggregate  market value of the
        assets of all other Advisory Clients listed on Schedule 3.19(a), in each
        case as of April 29, 2003, and the aggregate  amount of revenues  billed
        from all such  Advisory  Clients  (without  distinguishing  between  the
        Discretionary  Accounts and the other Advisory Clients),  during each of
        2001 and 2002. SCHEDULE 3.19(a) also provides LPA's best estimate of the
        annualized net revenues  associated with the  Discretionary  Accounts in
        the current year based upon assets under management for such accounts as
        of  February  28,  2003 and related  invoices,  and certain  assumptions
        (including  blended fee rates for various  categories  of clients) as to
        the billings and expenses associated therewith.  LPAS has not waived any
        of its material rights under any Advisory Agreement.  Each such Advisory
        Agreement  has in all  material  respects  been  performed  by  LPAS  in
        accordance with the Advisers Act and all other applicable Laws. LPAS has
        made available to the Buyer a complete and correct copy of the registers
        of LPAS setting forth all written  complaints  and written  summaries of
        all material oral complaints of its Advisory  Clients,  including former
        Advisory  Clients,  for the three-year period preceding the date hereof.
        For purposes of this Agreement, it shall not be deemed a material breach
        hereunder if the market value of a client's  assets under  management as
        listed  on  SCHEDULE  3.19(a)  differs  by  $100,000  or  less or if the
        aggregate market value of such assets for all clients listed on SCHEDULE
        3.19(a)  differs by $5,000,000 or less.  Notwithstanding  anything which
        may be implied from  Seller's,  LPTI's and Parent's  representations  in
        this Section  3.19(a)  concerning the market value of Advisory  Clients'
        assets under management (either  individually or on an aggregate basis),
        the parties  agree that any Claims (as defined in Section 12.1) of Buyer
        with respect to any breach of such representations shall not be measured
        by any  actual or  alleged  difference  in the  amount  of such  assets;
        instead,  any  Claims  of  Buyer  resulting

                                       35
<PAGE>

        from any breach of such  representations  shall be based upon the amount
        of  Buyer's  damage  or  loss  suffered  as a  result  of  any  material
        inaccuracy  in the  revenues  which are derived  from such assets  under
        management.

                (b)  SCHEDULE   3.19(b)  lists  each  Brokerage   Client  of  LP
        Securities to whom it provides any securities  transaction  execution or
        other  broker-dealer  related services as of the date of this Agreement.
        Each of the  clients  listed on SCHEDULE  3.19(b)  has  entered  into an
        agreement  with LP Securities  substantially  identical in form (but for
        non material changes, pricing information and the manner in which blanks
        are filled in) to the current  form of brokerage  agreement  attached as
        EXHIBIT  3.19(b) or a predecessor  of such form in effect at the time of
        execution  thereof  ("Brokerage   Agreement").   SCHEDULE  3.19(b)  also
        indicates,  with  respect  to each  Brokerage  Client  (i)  whether  the
        services  provided by LP Securities to such client are  discretionary or
        non-discretionary,   and  (ii)  the  identity  of  the  LPAS  registered
        representative  providing such services to the Client.  SCHEDULE 3.19(b)
        also provides the aggregate  amount of revenues billed from such clients
        during each of 2001 and 2002.  LP  Securities  has not waived any of its
        material  rights  under any  Brokerage  Agreement.  Each such  Brokerage
        Contract has in all material respects been performed by LP Securities in
        accordance  with the  Exchange  Act and all other  applicable  Laws.  LP
        Securities  has made  available to the Buyer a complete and correct copy
        of the registers of LP Securities  setting forth all written  complaints
        and written  summaries of all material oral complaints of clients of the
        LP  Securities  Business for the  three-year  period  preceding the date
        hereof.

                (c) SCHEDULE 3.19(c) lists each Institutional Client of LPAS. It
        also lists the total amount of assets under  management  by each of such
        Institutional Clients for clients of the Institutional Client registered
        on or using the TAM programs,  as provided to LPAS on the last report or
        statement  to  give  such   information   received  by  LPAS  from  such
        Institutional  Client and the date of such  information  as reflected on
        such report or statement. The Acquired Companies have no customers other
        than the customers listed on SCHEDULES 3.19(a),  3.19(b) and 3.19(c) (it
        being understood that for purposes of this Agreement none of the private
        portfolio managers,  registered  representatives or independent advisors
        of the  Acquired  Companies  shall be deemed a customer  of an  Acquired
        Company by virtue solely of such  relationship).  SCHEDULE  3.19(c) also
        contains an accurate and complete list of all current customer prospects
        of each Acquired Company. Except as set forth on SCHEDULE 3.19(c), since
        January 1, 2002,  none of the customers  listed on SCHEDULE  3.19(c) has
        given notice or otherwise indicated to such Acquired Company that it (i)
        will or intends to terminate  or not renew its  Contract,  if any,  with
        such Acquired  Company before the scheduled  expiration  date, (ii) will
        otherwise  terminate its  relationship  with such Acquired  Company,  or
        (iii) may otherwise  reduce the volume of business  transacted with such
        Acquired  Company below  historical  levels.  Other than as set forth on
        SCHEDULE  3.19(d),  no Acquired  Company has  experienced  any  material
        problems with the customers  listed on SCHEDULE 3.19(c) since January 1,
        2002.

                (d)  Except  as set  forth on  SCHEDULE  3.19(d),  there  are no
        written  or  oral  customer  complaints  pending  against  any  Acquired
        Company.

                (e) SCHEDULE  3.19(e)  lists each sole source or limited  source
        supplier  of each  Acquired  Company.  Except as set  forth on  SCHEDULE
        3.19(e), since January 1, 2002, none of the suppliers listed on SCHEDULE
        3.19(e) has given notice or otherwise indicated to

                                       36
<PAGE>

        such  Acquired  Company  that it (i) will or intends to terminate or not
        renew its  Contract,  if any,  with such  Acquired  Company  before  the
        scheduled   expiration   date,   (ii)  will   otherwise   terminate  its
        relationship with such Acquired  Company,  or (iii) may otherwise reduce
        the volume of  business  transacted  with such  Acquired  Company  below
        historical levels.  Except as set forth on SCHEDULE 3.19(e), no Acquired
        Company has experienced any material  problems with the suppliers listed
        on SCHEDULE 3.19(e) since January 1, 2002.

3.20     Taxes.

                (a) SCHEDULE  3.20 contains an accurate and complete list of all
        Tax Returns with  respect to each  Acquired  Company's  last five fiscal
        years.  Accurate and complete  copies of all federal,  state,  local and
        foreign income, sales and use Tax Returns filed by each Acquired Company
        with  respect to its last five  fiscal  years are  attached  to SCHEDULE
        3.20,  and accurate and complete  copies of all other Tax Returns listed
        thereon have been delivered to Buyer.

                (b)  Except as set forth on  SCHEDULE  3.20:  (i) each  Acquired
        Company has  properly  and timely  filed all Tax Returns  required to be
        filed by it, all of which were accurately prepared and completed in full
        compliance  with all  Laws;  (ii) each  Acquired  Company  has  properly
        withheld  from  payments  to  its  employees,  agents,  representatives,
        contractors and suppliers all amounts required by Law to be withheld for
        Taxes;  (iii) each  Acquired  Company has paid all Taxes  required to be
        paid by it; (iv) no audit of any  Acquired  Company by any  governmental
        taxing  authority has ever been conducted,  is currently  pending or, to
        the best of Seller's  and  Parent's  knowledge,  is  threatened;  (v) no
        notice  of  any  proposed  Tax  audit,  or  of  any  Tax  deficiency  or
        adjustment, has been received by any Acquired Company; (vi) there are no
        agreements or waivers  currently in effect that provide for an extension
        of time for the  assessment  of any Tax  against any  Acquired  Company;
        (vii) the Financial  Statements  fully accrue all actual and  contingent
        liabilities  for Taxes with  respect to all  periods  through  the dates
        thereof in accordance  with GAAP;  (viii) since the Latest Balance Sheet
        Date, no Acquired  Company has incurred any liabilities for Taxes except
        in the ordinary course of business consistent with past practices;  (ix)
        no  Proceeding  is pending or, or to the best of Seller's  and  Parent's
        knowledge, has been threatened,  and no claim has been asserted, against
        or with  respect to any  Acquired  Company in respect of any Tax and (x)
        each of the Acquired  Companies has disclosed on its Federal  Income Tax
        Return all positions taken therein that could give rise to a substantial
        understatement  of federal income tax within the meaning of Section 6662
        of the Code.

                (c)  Each  Acquired  Company  and  each of  Seller  and LPTI has
        disclosed  to the IRS on the  appropriate  Tax  Returns  any  Reportable
        Transaction  in which such  Acquired  Company has  participated  and has
        retained all documents and other  records  pertaining to any  Reportable
        Transaction in which such Acquired Company has  participated,  including
        documents  and other  records  listed  in  Treasury  Regulation  Section
        1.6011-4(g)  and any other  documents or other records which are related
        to any  Reportable  Transaction  in  which  such  Acquired  Company  has
        participated  but which are not listed in  Treasury  Regulation  Section
        1.6011-4(g).

                (d)  There  is no  Contract  covering  any  employee  or  former
        employee of any Acquired  Company that could give rise to the payment of
        any amount that would not be deductible pursuant to Sections 280G or 162
        of the Code.

                                       37
<PAGE>

                (e) No Acquired Company has been a member of an affiliated group
        filing a  consolidated  federal  income tax return (other than any group
        the parent of which is LPTI,  Seller or Berkeley (USA) Holdings  Limited
        (each a "Seller Tax Group")) and no Acquired  Company has any  liability
        for the Taxes of any Person  (other than  members of a Seller Tax Group)
        under Treasury  Regulation Section 1.1502-6 (or any similar provision of
        state,  local,  or  foreign  law),  as a  transferee  or  successor,  by
        contract, or otherwise.

                (f) None of Seller,  LPTI or Parent is making any representation
        herein as to the size of the Acquired  Companies'  net operating  losses
        for Tax purposes  ("NOLS") or the ability of the  Acquired  Companies to
        obtain any Tax benefits in connection with such NOLS.

        3.21 Proceedings and Judgments.

                (a) Except as set forth on SCHEDULE 3.21, other than Proceedings
        which  have  settled  or  been  finally  and  fully  determined  and  in
        connection with which the Acquired  Companies have no further or ongoing
        obligation:  (i) no Proceeding is currently  pending,  or to the best of
        Seller's  and Parent's  knowledge,  threatened,  nor has any  Proceeding
        occurred  at any time  since  January  1,  2000,  to which any  Acquired
        Company is or was a party, or with respect to which any Acquired Company
        or any Assets or business of any Acquired Company is or was the subject;
        (ii) no Judgment is currently  outstanding,  nor has any  Judgment  been
        outstanding  at any time since  January 1, 2000,  against  any  Acquired
        Company,  or by which any Acquired  Company or any Assets or business of
        any  Acquired  Company  is or was  affected;  and  (iii)  no  breach  of
        contract,  breach of warranty, tort, negligence,  infringement,  product
        liability,  discrimination,  wrongful  discharge  or other  claim of any
        nature  has  been  asserted,  to the  best  of  Seller's  knowledge,  or
        threatened by or against any Acquired  Company at any time since January
        1, 2000,  and there is no basis for any such claim.  Except as set forth
        on SCHEDULE 3.21, no event has occurred,  and no claim, dispute or other
        condition or circumstance exists, that might directly or indirectly give
        rise to or  serve  as a basis  for the  commencement  of any  Proceeding
        described in this Section 3.21(a).

                (b) As to each matter  described on SCHEDULE 3.21,  accurate and
        complete  copies  of  all  pertinent   pleadings,   judgments,   orders,
        correspondence  and other legal  documents  have been made  available to
        Buyer.  Accurate  and  complete  copies of all  lawyers'  letters to the
        auditors of the Acquired  Companies since January 1, 2000 have been made
        available to Buyer.

                (c) To the best of Seller's and Parent's  knowledge,  no officer
        or  employee of any  Acquired  Company is subject to any Law or Judgment
        that  prohibits  such officer or employee from engaging in or continuing
        any  conduct,  activity  or  practice  relating  to any of the  Acquired
        Companies Business.

                (d) There is no  proposed  Judgment  (other  than that set forth
        solely in a Complaint or other similar pleading initiating a Proceeding)
        against  any  of  the LP  Group  Companies,  and  none  of the LP  Group
        Companies has received any written notice  directed  specifically to one
        or more of the LP Group Companies or their  affiliates that there is any
        proposed  Judgment  (other than that set forth  solely in a Complaint or
        other  similar  pleading  initiating  a  Proceeding)  against  any other
        Entity,  that, if issued or otherwise put into effect,  (i) would have a
        Material  Adverse  Effect,  or (ii) would have the effect of preventing,
        delaying,

                                       38
<PAGE>

        making  illegal or otherwise  interfering  with any of the  transactions
        contemplated by this Agreement.

                (e) None of the  exclusions  to  coverage  or policy  provisions
        cited in that  certain  letter  dated  May 5,  2003  from AIG  Technical
        Services, Inc. to London Pacific Advisors, as possibly limiting coverage
        under LP Securities'  insurance policy no. 279-85-25,  would deny any or
        all coverage under such policy with respect to the Candelore  Matter and
        (ii) LP Securities  has provided,  or will provide  within ten (10) days
        following  the date hereof,  AIG Technical  Services,  Inc. with written
        confirmation  that the  transfer  of Craig A.  Candelore's  accounts  to
        Highland   Capital   Management  and  Navelier  &  Associates  for  fund
        management  was approved by LP Securities and that all of the trading on
        accounts pertaining to the Candelore Matter were on products approved by
        LP Securities.

        3.22 Insurance. SCHEDULE 3.22 contains an accurate and complete list and
description  of  all  Insurance  Policies  (excluding  Insurance  Policies  that
constitute the Acquired  Companies  Employee Benefit Plans described on SCHEDULE
3.18) currently  owned or maintained by each Acquired  Company and all liability
and errors and omissions Insurance Policies owned or maintained by each Acquired
Company and its  predecessors  (if any) at any time since  January 1, 2000.  All
such  Insurance  Policies  are  or  were  on a  "claims  made"  rather  than  an
"occurrence"  basis. Except as set forth on SCHEDULE 3.22, accurate and complete
copies of all  Insurance  Policies  described  or  required to be  described  on
SCHEDULE 3.22 have been made available to Buyer. Except as set forth on SCHEDULE
3.22,  each such  Insurance  Policy is in full  force and  effect;  no  Acquired
Company has received notice of  cancellation  with respect to any such Insurance
Policy;  and there is no basis for the insurer  thereunder to terminate any such
Insurance  Policy.  Except as set forth on SCHEDULES 3.19(d) and 3.21, there are
no claims that are pending  under any of the  Insurance  Policies  described  on
SCHEDULE 3.22.

        3.23  Questionable  Payments.  No LP Group  Company,  nor to the best of
Seller's  knowledge,  any of the  current  or  former  shareholders,  directors,
executives,  officers,  representatives,  agents or  employees  of any  Acquired
Company  (when acting in such  capacity or otherwise on behalf of such  Acquired
Company  or any of its  predecessors):  (a) has used or is using  any  corporate
funds of an Acquired Company for any illegal contributions, gifts, entertainment
or other unlawful  expenses relating to political  activity;  (b) has used or is
using any  corporate  funds of an  Acquired  Company  for any direct or indirect
unlawful payments to any foreign or domestic government  officials or employees;
(c) has violated or is violating any provision of the Foreign Corrupt  Practices
Act of 1977; (d) has established or maintained, or is maintaining,  any unlawful
or  unrecorded  fund of  corporate  monies or other  properties  of an  Acquired
Company;  (e) has made at any time any false or fictitious  entries on the books
and records of any Acquired  Company;  (f) has made any bribe,  rebate,  payoff,
influence  payment,  kickback  or other  unlawful  payment of any  nature  using
corporate funds or otherwise on behalf of any Acquired Company;  or (g) has made
any  material  favor or gift  that is not  deductible  for  federal  income  tax
purposes using corporate funds or resources on behalf of any Acquired Company.

        3.24 Related Party  Transactions.  Except for any  employment  Contracts
listed on  SCHEDULE  3.15 and  except as set forth on  SCHEDULE  3.24 and as set
forth, and clearly  recognizable as such, on the other SCHEDULES  herein,  as of
the date  hereof  there are no real

                                       39
<PAGE>

estate  leases,   personal  property  leases,  loans,   guarantees,   Contracts,
transactions,  understandings  or other  arrangements  of any nature  between or
among any  Acquired  Company  and any current or former  shareholder,  director,
officer  or  controlling   Person  of  any  Acquired  Company  (or  any  of  its
predecessors)  or any other Person  affiliated with any Acquired Company (or any
of its predecessors)  other than any such  transactions  solely between or among
two or more Acquired Companies.

        3.25  Brokerage  Fees.  None  of the LP  Group  Companies  has  engaged,
incurred or caused to be incurred any  liability  for any  brokerage or finders'
fees or agents'  commissions or like payments to, any finder,  broker,  or sales
agent in  connection  with the  origin,  negotiation,  execution,  delivery,  or
performance of this Agreement or the transactions  contemplated hereby for which
Buyer may be or become liable.

        3.26 Acquisition Proposals.  Since April 7, 2003, no LP Group Company or
its affiliate has, directly or indirectly, discussed, negotiated, or consummated
with any Person (other than its  employees,  consultants,  representatives,  and
professional  advisors) any transaction involving the issuance,  sale, exchange,
or other  disposition  of any capital stock or other  securities of any Acquired
Company or the sale, exchange or other disposition of all or any material assets
of any Acquired Company.

        3.27 Full Disclosure. No representation or warranty made by any LP Group
Company in this Agreement or pursuant  hereto (a) contains any untrue  statement
of any  fact;  or (b)  omits to state  any fact  that is  necessary  to make the
statements  made,  in the context in which made,  not false or misleading in any
respect.  The copies of documents  attached as  Schedules  to this  Agreement or
otherwise  delivered to Buyer in connection with the  transactions  contemplated
hereby,  are  accurate  and  complete,  and  are  not  missing  any  amendments,
modifications,  correspondence  or other related papers which would be pertinent
to Buyer's  understanding  thereof in any  respect.  To the best of Seller's and
Parent's knowledge, there is no fact that has not been disclosed to Buyer in the
Schedules to this  Agreement or otherwise in writing,  that was or is or, so far
as any LP Group Company can  reasonably  foresee,  will have a Material  Adverse
Effect.


                      SECTION 4. REPRESENTATIONS OF BUYER

        Knowing  that  Seller,  LPAS  and  LP  Securities  rely  thereon,  Buyer
represents  and  warrants  to the Seller as of the date of this  Agreement,  and
covenants with Seller, as follows:

        4.1  Organization.  Buyer  is  a  corporation  duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation. Buyer possesses the full corporate power and authority to own its
Assets,  conduct its business as and where such business is presently conducted,
and enter into this Agreement.

        4.2  Authority;  Non-Contravention.  The Buyer has the requisite  right,
power and authority to enter into, execute,  deliver and perform its obligations
under this  Agreement,  and its  execution,  delivery  and  performance  of this
Agreement  and  its  consummation  of  the  transactions  contemplated  by  this
Agreement, (a) have been duly authorized by all necessary corporate

                                       40
<PAGE>

actions;  (b) will not,  directly or indirectly  (with or without  notice or the
passage of time) (i)  contravene,  conflict with or result in a violation of any
of the provisions of the certificate of incorporation  or bylaws of Buyer,  each
as  amended to date,  or any  resolution  adopted by Buyer or its  shareholders,
board of directors or any committees thereof; (ii) contravene,  conflict with or
result in a violation of or give any  Governmental  or Regulatory  Body or other
Person the right to challenge any of the transactions  contemplated hereby or to
exercise any remedy or obtain any relief under, any Law or any Judgment to which
Buyer or any of its Assets is subject,  or (iii)  constitute a default or breach
under any  Contract to which Buyer is a party or by which Buyer is bound,  other
than any immaterial  breach of such Contract.  This  Agreement  constitutes  the
legal,  valid  and  binding  agreement  of  Buyer,  enforceable  against  it  in
accordance with its terms.

        4.3  Brokerage  Fees.  Buyer has not  engaged,  incurred or caused to be
incurred any liability for any brokerage of finders' fees or agents' commissions
or like payments to, any finder,  broker or sales agent in  connection  with the
origin, negotiation, execution, delivery or performance of this Agreement or the
transactions contemplated hereby for which Seller may be or become liable.

        4.4  Investment.  The Buyer is not acquiring the Stock with a view to or
for sale in connection with any  distribution  thereof within the meaning of the
Securities  Act of 1933,  as amended.  Buyer can bear the  economic  risk of the
investment for an indefinite period and can afford its total loss. Buyer has the
capacity  to protect  its own  interests  in  connection  with the  transactions
contemplated by this Agreement.

        4.5  Proceedings.  No Proceeding is pending before any  Governmental  or
Regulatory Body to which Buyer is a party, the affect of which would prohibit it
from consummating any of the transactions contemplated by this Agreement.

        4.6  Consents.  Except for  authorization  by the Board of  Directors of
Buyer or as set forth in SCHEDULE 3.2,  Buyer will not be required to obtain any
Consent from any Person in  connection  with the  execution and delivery of this
Agreement or the  consummation or performance of the  transactions  contemplated
hereby.


         SECTION 5. CERTAIN OBLIGATIONS OF THE PARTIES PENDING CLOSING

        The  parties  to this  Agreement  agree as follows  with  respect to the
period between the execution of this Agreement and the Closing:

        5.1 Access.  Between the date of this  Agreement  and the Closing  Date,
Seller and the  Acquired  Companies  shall (a) permit  Buyer and its  authorized
representatives  to have reasonable  access to the facilities and offices of the
Acquired  Companies during normal business hours,  observe the operations of the
Acquired  Companies,  meet  with the  officers  and  employees  of the  Acquired
Companies,  contact  the  customers,  independent  advisors,  private  portfolio
managers,  prospects and suppliers of the Acquired Companies, and audit, examine
and copy the files, books and records of the Acquired Companies, and (b) provide
to Buyer and its authorized representatives copies of all information concerning
the Acquired Companies, and their business,

                                       41
<PAGE>

Assets  and  financial  condition  that Buyer or  SunGard  reasonably  requests,
including  copies  of all of the  documents  set  forth on  SCHEDULE  3.4(b)  or
appropriate ratifications thereof.

        5.2  Conduct of  Business.  Between the date of this  Agreement  and the
Closing Date, except with the prior written consent of Buyer:

                (a) Current Practices.  Each Acquired Company shall, (i) conduct
        its business in a diligent manner and comply with all Laws and Judgments
        applicable  to it;  (ii) not make any  material  change in its  business
        practices; and (iii) use its commercially reasonable efforts to preserve
        its business  organization  intact,  keep  available the services of its
        current   officers,   employees,    salesmen,   advisors,   agents   and
        representatives,  and maintain the good will of its customers, suppliers
        and other Persons having business  relations with it. The Seller and the
        Acquired Companies shall use all commercially  reasonable efforts to see
        that Jack Waymire, Michael Mayer, Tim Brown and Jonelle Stenson, who are
        each  actively  involved in the  management  of the Acquired  Companies,
        remain actively involved in managing the Acquired Companies,  consistent
        with their past practices.

                (b) Consult with SunGard.  When reasonably requested by Buyer or
        SunGard, the management of the Acquired Companies shall consult with the
        management  of  Buyer  or  SunGard,  or its  representatives,  as to the
        business and affairs of the Acquired Companies.

                (c) Outside the Ordinary  Course.  Except as expressly set forth
        herein or in the  ordinary  course of its business  consistent  with its
        past  practices,  and except as set forth in SCHEDULE  3.9,  none of the
        Acquired  Companies shall: (i) create or assume any Encumbrance upon any
        of its  business  or Assets;  (ii) incur any  Obligation  (except to the
        extent of  advances  made by any LP Group  Company  which are  repaid in
        accordance with Section  5.5(f));  (iii) make any loan or advance;  (iv)
        assume,  guarantee or otherwise  become liable for any Obligation of any
        third party; (v) commit for any capital expenditure;  (vi) sell, abandon
        or otherwise dispose of any Assets;  (vii) waive any right or cancel any
        debt or claim;  (viii) assume or enter into any Contract other than this
        Agreement (and any other Contract  contemplated  herein); (ix) increase,
        or  authorize  an increase  in, the  compensation  or  benefits  paid or
        provided  to  any  of  its  directors,   members,  officers,  employees,
        salesmen, agents or representatives; or (x) do anything else outside the
        ordinary  course of its  business  consistent  with its past  practices,
        whether or not specifically described in any of the foregoing clauses.

                (d) Dollar Limitation.  Whether or not in the ordinary course of
        its business  consistent  with its past practices,  no Acquired  Company
        shall,  other  than as set  forth on  SCHEDULE  3.9:  borrow or lend any
        funds,  purchase any goods or services,  lease any equipment,  incur any
        Obligation,  enter  into any  Contract  (excluding  customer  and  other
        revenue-generating Contracts and related commitments entered into in the
        ordinary course of business  consistent with past practices),  or settle
        any Proceeding, claim or demand or other transaction,  involving, in any
        single case, an amount exceeding $25,000 or, in the aggregate, an amount
        exceeding $100,000, other than Obligations for payroll, contributions to
        Employee  Benefit  Plans,  and payroll taxes in the aggregate  amount of
        approximately  $550,000  per month,  accounts  payable  in the  ordinary
        course of business, and commissions of up to $900,000 per month.

                                       42
<PAGE>

                (e) Other Business  Requirements.  Each Acquired  Company shall:
        (i)  maintain  its  owned,  leased or used Real  Property  and  Tangible
        Property in current  condition;  (ii) maintain its  Contracts,  Employee
        Benefit Plans,  Insurance Policies and Permits in full force and effect,
        except  for  LPAS'  Financial  Consulting  Services  Agreement  with its
        Institutional  Client,  Cambridge  Investment Group, Inc.; (iii) repair,
        restore  or  replace  any of its  Assets  having an  aggregate  value of
        $25,000 or more that are damaged, destroyed, lost or stolen; (iv) comply
        with all applicable  Laws; (v) properly file all Tax Returns and reports
        required  to be  filed  by it;  and (vi)  fully  pay when due all  Taxes
        payable by it.

                (f) Other Limitations.  No Acquired Company shall: (i) permit or
        cause a breach or  default  by it under any of its  Contracts,  Employee
        Benefit Plans,  Insurance Policies or Permits;  (ii) adopt or enter into
        any new Employee  Benefit Plan or modify any existing  Employee  Benefit
        Plan except for the  payment of  severance  benefits  to the  Terminated
        Employees;   (iii)   participate   in  any  merger,   consolidation   or
        reorganization;  (iv) begin to engage in any new type of  business;  (v)
        acquire  the  business  or any bulk  Assets  of any other  Person;  (vi)
        completely or partially  liquidate or dissolve;  or (vii)  terminate any
        part of its business.

                (g) Good  Standing.  Each Acquired  Company  shall  maintain its
        existence and good  standing in its  jurisdiction  of formation  and, as
        applicable,  each jurisdiction where it is qualified or registered to do
        business as a foreign corporation and shall not amend its organizational
        documents.

                (h)  Commitments.  No  Acquired  Company  shall  enter  into any
        Contract  that  commits it to take any action or omit to take any action
        that would be  inconsistent  with any of the  provisions of this Section
        5.2 or any other provisions of this Agreement.

        5.3 Interim Financial  Statements.  For the month of April 2003 and each
subsequent  calendar month that ends 20 or more calendar days before the Closing
Date,  Seller shall promptly  prepare or cause to be prepared and make available
to Buyer,  within twenty (20) days  following  the end of such month,  internal,
unaudited  financial  statements  of the  same  type,  and  satisfying  the same
requirements, as the financial statements referred to in Section 3.6(b)(iii) and
(iv) (the "Interim Financial Statements").

        5.4  Parent's  Circular.   (a)  Parent  shall,  as  soon  as  reasonably
practicable  after the date hereof,  mail to its  shareholders  a circular  (the
"Parent's Circular")  substantially in the form of EXHIBIT 5.4(a) (including the
notice of general meeting of shareholders of Parent,  the resolution which is to
be proposed at such meeting and which is set forth in such notice (the "Parent's
Resolution") and the  recommendation of the board of directors of Parent to vote
in favor of the Resolution (the "Parent's Recommendation"), each as set forth in
EXHIBIT 5.4(a))  calling for a general meeting of the  shareholders of Parent to
be held as soon as  practicable  thereafter.  The Parent's  Circular  shall also
include a statement  to the effect that such  circular has not been issued by or
on  behalf  of  SunGard  or any of its  affiliates  nor have its  contents  been
approved or authorized  in whole or in part by SunGard or any of its  affiliates
or any of their  respective  officers or directors and that neither  SunGard nor
any of its  affiliates  nor any such  other  Person  accepts  or shall  have any
responsibility or liability for such circular or any part of it.

                                       43
<PAGE>

                (b) Parent shall, as soon as practicable  after the date hereof,
        file with the SEC its Definitive  Information  Statement on Schedule 14C
        substantially  in  the  form  of  EXHIBIT  5.4(b),  pursuant  to  and in
        satisfaction of Rule 14c-5(d)(2) promulgated under the Exchange Act, and
        shall  mail  such  statement  to the  holders  of its  ADRs  as  soon as
        practicable thereafter.

        5.5 Certain  Business  Matters.  Seller,  LPTI and Parent shall take, or
cause the  appropriate  LP Group  Companies or affiliates to take, the following
actions before Closing:

                (a)   Transfer  of  Assets.   Each  of  LPTI  and  Seller  shall
        irrevocably transfer all of its leases,  equipment leases,  Software and
        other Intangibles to LPAS.

                (b) Transfer of Discretionary Accounts. LPAS shall enter into an
        Assignment  Agreement  with  Berkeley  Capital  Management  ("BCM"),  an
        affiliate of the LP Group  Companies,  in form reasonably  acceptable to
        Buyer, which shall have as its fee schedule the schedule attached hereto
        as EXHIBIT 5.5(b), pursuant to which LPAS shall assign to BCM its rights
        as the  portfolio  manager of the  Discretionary  Accounts  under  their
        Advisory  Agreements and use commercially  reasonable  efforts to obtain
        all  necessary   Client  Consents  and  Consents  of  Governmental   and
        Regulatory Bodies to properly effect the foregoing.

                (c) Bank of  Scotland's  Release and Consent.  Parent and Seller
        shall  obtain  the  Bank of  Scotland's  release  of any  guarantees  or
        obligations of the Acquired  Companies  under that certain Term Loan and
        Guarantee  Facility dated on or about December 20, 2002, as amended,  to
        which Seller, Parent and LPTI are parties (the "Scotland Bank Facility")
        and any related documents, including that certain Stock Pledge Agreement
        dated on or about  February  19,  2003 to which  Seller is a party  (the
        "Stock Pledge"),  and of any security  interest held by it in the Stock,
        the Acquired  Companies  Intangibles or the Acquired  Companies'  Assets
        (the  "Scotland  Bank  Release")  and its  consent  to the  transactions
        contemplated under this Agreement (the "Scotland Bank Consent"), each in
        form satisfactory to Buyer.

                (d)  Advisory  Client   Notification   and  Consents.   Promptly
        following the date hereof, LPAS shall send written  notifications to the
        Advisory  Clients listed on SCHEDULE 3.19(a) as well as any new Advisory
        Clients obtained by LPAS since the date of this Agreement notifying them
        of the pending change of control of LPAS to Buyer and  requesting  their
        Client Consents.  Such notifications to the Discretionary Accounts shall
        be in the form of the  notification/consent  letter  attached  hereto as
        EXHIBIT  5.5(d)(i) and such  notifications  to all other Advisory Client
        shall be in the form of the notification/consent  letter attached hereto
        as EXHIBIT 5.5(d)(ii).

                (e) Deferred Bonuses.  Each Acquired Company shall fully pay all
        deferred  bonuses and similar special  compensation due to its employees
        and independent contractors that shall have been accrued before Closing.

                (f) Debt  Repayment.  Each of the  Obligations  of each Acquired
        Company to any of the LP Group Companies  (other than the other Acquired
        Companies),  to any current or former director or controlling  Person of
        such Acquired Company or to any other Person affiliated with an LP Group
        Company,  shall,  in each case,  be  repaid,  capitalized,  forgiven  or
        otherwise  satisfied in full, and each of the LP Group Companies  (other
        than the Acquired  Companies) and

                                       44
<PAGE>

        their affiliates  shall fully repay or otherwise  satisfy in full all of
        their  respective  Obligations to each of the Acquired  Companies,  such
        that immediately  prior to the Closing no Obligations shall exist, or be
        continuing  (other than Obligations  existing solely between two or more
        Acquired  Companies) between an Acquired Company on the one hand, and an
        LP Group Company or its affiliate, on the other hand.

                (g)  Berkeley  Plan.  Prior  to the  Closing,  (i) the  Acquired
        Companies shall  discontinue  their sponsorship and contributions to the
        Berkeley Plan, (ii) if applicable, the Acquired Companies shall cease to
        be  fiduciaries  of the  Berkeley  Plan,  and (iii) the  accounts of all
        Continuing  Employees  participating in the Berkeley Plan shall be fully
        vested.

                5.6  Acquisition  Proposals.  Between the date of this Agreement
        and  the  Closing  Date,  none  of  the  LP  Group  Companies  or  their
        affiliates, nor any shareholder,  officer,  employee,  representative or
        agent  of any  such  Entity  shall,  directly  or  indirectly,  solicit,
        initiate,  encourage or,  without prior  notification  of and discussion
        with Buyer,  respond to any inquiries or proposals  from, or participate
        in any  discussions  or  negotiations  with,  or provide any  non-public
        information  to,  any  Person  or  group  (other  than  SunGard  and its
        officers,  employees,  representatives  and agents)  concerning any bulk
        sale of any  Assets  of an  Acquired  Company  or the sale of any of the
        Intangibles,  leases or equipment leases of LPTI or Seller,  any sale of
        equity  interests  or  other  securities  of an  Acquired  Company  or a
        controlling  percentage  of the equity  interests  of any other LP Group
        Company  (unless such sale by another LP Group  Company would not affect
        this Agreement,  the transactions  contemplated by this Agreement or any
        of the  Acquired  Companies),  or any merger,  consolidation  or similar
        transaction  involving an Acquired Company. The Seller shall immediately
        advise  SunGard,  and  communicate  to  SunGard,  the terms of each such
        inquiry or proposal  received by an LP Group  Company or its  affiliate.


                5.7 Consents.  Promptly following the date of this Agreement and
        prior to the Closing Date,  Seller and the Acquired  Companies  shall in
        good  faith use their  commercially  reasonable  efforts  to obtain  all
        Consents  listed on SCHEDULE  3.2 and all other  Consents  necessary  to
        permit the transactions contemplated by this Agreement to be consummated
        without  causing any violation of, or any breach or default  under,  any
        applicable Law or any Contract to which any Acquired  Company is a party
        or by which any Acquired Company is bound.

                5.8  Advice  of  Changes  Amendments  to   Representations   and
        Warranties.  Between the date of this  Agreement  and the Closing  Date,
        each  of the  parties  to this  Agreement  shall  as soon as  reasonably
        practicable advise the other parties to this Agreement,  in writing,  of
        any fact of which it obtains knowledge and that, if existing or known as
        of the date of this Agreement,  would have been required to be set forth
        or disclosed by it in or pursuant to this Agreement.  To the extent such
        facts  relate  to  circumstances,  events  or  occurrences  that had not
        occurred and that were not known or  anticipated  as of the date of this
        Agreement and that were neither occasioned nor caused by the intentional
        actions of any of the LP Group Companies or their affiliates, Seller may
        amend the  representations  and  warranties  (including  by updating the
        Schedules  included  therein) to account for and  properly  reflect such
        facts and circumstances.  Other than as permitted in the prior sentence,
        the advice  required  pursuant to the first sentence of this Section 5.8
        shall  not be  deemed  to modify  the  representations,  warranties  and
        covenants of any party contained in this Agreement).

                                       45
<PAGE>

                5.9 Best Efforts.  Each of the parties to this  Agreement  shall
        use  commercially  reasonable  and good faith efforts to consummate  the
        transactions   contemplated   by  this  Agreement  as  of  the  earliest
        practicable  date and shall not  take,  or cause to be taken,  or to the
        best of their ability  permit to be taken,  any action that would impair
        the  prospect  of  completing  the  transactions  contemplated  by  this
        Agreement.


                        SECTION 6. CONDITIONS TO CLOSING

        6.1 Conditions to Buyer's  Obligations . Each  obligation of Buyer to be
performed  on the Closing Date shall be subject to the  satisfaction  of each of
the  conditions  stated  in this  Section  6.1 on or before  (with  satisfaction
continuing  on) the Closing  Date,  except to the extent that Buyer  waives such
satisfaction in writing.

                (a) Representations of LP Group Companies.  All representations,
        warranties  and  certifications  made  by an LP  Group  Company  in this
        Agreement  or pursuant  hereto shall be true and correct in all material
        respects as of the Closing Date.

                (b)  Performance  of LP Group  Companies.  All of the covenants,
        terms and  conditions of this  Agreement to be satisfied or performed by
        an LP Group  Company  on or before  the  Closing  Date  shall  have been
        satisfied or performed in all material  respects (as  determined  in the
        sole discretion of Buyer reasonably exercised);

                (c)  Absence  of  Proceedings.  No  Proceeding  shall  have been
        instituted,  no Judgment  shall have been  issued,  and no new Law shall
        have been enacted,  on or before the Closing Date, that seeks to or does
        prohibit  or  restrain,  or that  seeks  damages  as a  result  of,  the
        consummation  of the  Closing  or any of the  transactions  contemplated
        hereby.

                (d)  Absence of Adverse  Changes.  There shall not have been any
        Material Adverse Effect, in Buyer's reasonable opinion,  provided,  that
        none of the following  shall  constitute a Material  Adverse  Effect for
        purposes of this  Section  6.1(d):  (a) losses  incurred in the ordinary
        course of an Acquired Company's business  consistent (in terms of scope,
        rate and  size)  with  the  past  operating  practice  of such  Acquired
        Company;  (b)  any  circumstance,  change  or  effect  permitted  to  be
        reflected by Seller in amended  representations  and warranties pursuant
        to  Section  5.8;  (c) any  circumstance,  change  or  effect  affecting
        generally  companies acting in the investment  management  industries in
        the same  general  manner  or to the  same  general  extent,  including,
        without  limitation,  any  change in the Laws or  regulations  generally
        affecting  such  industries;  (d) any  circumstance,  change  or  effect
        affecting  generally  the United  States or world equity  markets or any
        material portion thereof; (e) any circumstance, change or effect arising
        out of,  resulting from or relating to the  announcement  or pendency of
        the  transactions  contemplated by this Agreement or compliance with the
        terms of, or the taking of any action  required by, this  Agreement;  or
        (f) any circumstance, change or effect arising out of, resulting from or
        relating to any act or omission of a SunGard Group Company.

                (e) Client  Consents.  Prior to the earlier of the Closing  Date
        and   the   30th   day    following   the   mailing   of   the   written
        notifications/consent  requests  referred to in Section  5.5(d),  Seller
        shall not have received negative written responses from Advisory Clients
        (other than the

                                       46
<PAGE>

        Discretionary  Accounts)  listed on  SCHEDULE  3.19(a)  whose  aggregate
        assets under management  pursuant to Advisory Agreements with LPAS as of
        April 29, 2003, as indicated on SCHEDULE  3.19(a),  equal 20% or more of
        the assets of all of the Advisory Clients (other than the  Discretionary
        Accounts)  listed  on  SCHEDULE  3.19(a)  which  were  under  management
        pursuant to Advisory  Agreements  as of April 29, 2003,  as indicated on
        SCHEDULE 3.19(a).

                (f) Other  Consents;  Regulatory  Approval.  In  addition to the
        requisite  number of Client  Consents  referred  to in  Section  6.1(e),
        Seller  shall have  obtained  the other  (non-Client  Consent)  Consents
        listed on SCHEDULE  3.2,  including a duly  executed copy (or such other
        evidence as is acceptable  to Buyer) of the approval  issued by District
        No. 1 of the NASD  and any  other  required  pre-Closing  approval  by a
        Governmental or Regulatory Body of the transactions contemplated by this
        Agreement.

                (g)  Transfer  of  Intangibles.  All  of the  Leases,  Equipment
        Leases,  Software and other Intangibles of each of LPTI and Seller shall
        have been  irrevocably  transferred to LPAS in a manner  satisfactory to
        Buyer.

                (h) Required  Deliveries.  The Seller shall have,  or shall have
        caused to be, executed and delivered all of the documents required to be
        executed and delivered by Seller and/or any LP Group Company pursuant to
        Sections 7.2 and 10.4 hereof.

        6.2 Conditions to Seller's  Obligations  Each obligation of Seller to be
performed  on the Closing Date shall be subject to the  satisfaction  of each of
the  conditions  stated  in this  Section  6.2 on or before  (with  satisfaction
continuing  on) the Closing  Date,  except to the extent that Seller waives such
satisfaction in writing.

                (a) Buyer's Representations. All representations, warranties and
        certifications  made by Buyer in this Agreement or pursuant hereto shall
        not have been false or misleading in any material respect.

                (b)  Buyer's  Performance.  All  of  the  covenants,  terms  and
        conditions of this Agreement to be satisfied or performed by Buyer on or
        before  the  Closing  Date shall have been  substantially  satisfied  or
        performed.

                (c)  Absence  of  Proceedings.  No  Proceeding  shall  have been
        instituted,  no Judgment  shall have been  issued,  and no new Law shall
        have been enacted,  on or before the Closing Date, that seeks to or does
        prohibit  or  restrain,  or that  seeks  damages  as a  result  of,  the
        consummation of any of the transactions contemplated by this Agreement.

                (d) Bank of  Scotland.  Seller  shall have  obtained the Bank of
        Scotland Release and the Bank of Scotland Consent.

                (e)  Shareholder  Resolution.  Seller  shall have  obtained  the
        Parent's  Resolution,  duly passed at a meeting of the  shareholders  of
        Parent.

                (f)  Required  Deliveries.  The Buyer  shall have  executed  and
        delivered to Seller all of the documents  required to be executed and/or
        delivered by Buyer pursuant to Section 7.3 hereof.

                                       47
<PAGE>


                               SECTION 7. CLOSING

        7.1  Closing.  The  closing  of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall  be  held  at a  location  that  is  mutually
acceptable  to the parties at 10:00 a.m.,  local time on June 9, 2003 or, if all
conditions  set forth in Section 6 have not been  satisfied or, if  permissible,
waived in accordance with this Agreement,  on such later date mutually agreeable
to the parties hereto on which all such conditions have been satisfied but which
shall in no event be later than  10:00  a.m.,  local time on June 30,  2003 (the
"Closing Date").

        7.2 Seller's  Obligations at the Closing.  At the Closing,  Seller shall
deliver or cause to be delivered the following to Buyer:

                7.2.1. Stock Certificates.  Certificates representing all of the
        issued  and  outstanding  shares of  Stock,  together  with  assignments
        separate from  certificate,  dated the Closing Date and duly executed by
        Seller,  and stamps or other proper evidence of the payment of any stock
        transfer or similar Taxes due as a result of the transfer of the Stock.

                7.2.2.  Cash Asset  Certification.  A  certificate,  in form and
        substance  satisfactory  to  Buyer,  dated  the  Closing  Date  and duly
        executed by the President and Chief  Financial  Officer of each Acquired
        Company  certifying  as to the  amount  of  total  Cash  Assets  of each
        Acquired  Company on the Closing  Date,  together with  supporting  bank
        statements as to account balances and similar documentation.

                7.2.3.  Consents. The original signed copies (or, if only copies
        were  received  by  Seller,  copies of such  originals)  of all  written
        responses  to the  notifications  referred to in Section  5.5(d) and all
        Consents  referred to in Sections 6.1(f), or such other evidence thereof
        as is acceptable to Buyer.

                7.2.4.   Cash  Transfer   Authorizations.   All  instruments  or
        documents  necessary  to change  the names of the  individuals  who have
        access to or are authorized to make  withdrawals from or dispositions of
        all bank accounts, other accounts,  certificates of deposits, marketable
        securities, other investments,  safe deposit boxes, lock boxes and safes
        of any  Acquired  Company  described  on SCHEDULE  3.4, and all keys and
        combinations  to all safe  deposit  boxes,  lock boxes and safes of each
        Acquired Company and other depositories described on SCHEDULE 3.4.

                7.2.5.  Minute Books.  All of the original  minute books of each
        Acquired Company (including those of any applicable predecessors).

                7.2.6.  Resignations.  Duly  executed  resignations,  dated  the
        Closing Date,  of all officers and  directors of each  Acquired  Company
        other than as specified by Buyer.

                7.2.7.  Certified  Resolutions.  A duly executed copy of (a) the
        Parent's  Resolution  duly  passed at a meeting of the  shareholders  of
        Parent, (b) resolutions duly adopted by each of LPTI and Seller, and (c)
        resolutions  duly  adopted by each of the Board of  Directors of each of
        Parent,  LPTI, Seller and each of the Acquired Companies,  in each case,
        authorizing such company to execute,  deliver and perform this Agreement
        and to  consummate  the  transactions  contemplated  by  this  agreement
        (including,  in the  case  of LPTI  and  Seller,  the  change  in  their

                                       48
<PAGE>

        corporate names), certified, in each case, by an officer of such company
        as in full force and effect, without modification or rescission,  on and
        as of the Closing Date.

                7.2.8. Good Standing  Certificates.  Good standing  certificates
        for each  Acquired  Company,  dated no earlier  than ten days before the
        Closing  Date,  from its  jurisdiction  of formation and from each other
        jurisdiction  in which such Acquired  Company is qualified or registered
        to do business as a foreign  corporation  or foreign  limited  liability
        company.

                7.2.9.  Incumbency  Certificates.  A Certificate of Secretary of
        each of  Parent,  LPTI,  Seller  and  each  Acquired  Company  as to the
        incumbency and signatures of the officers of such company executing this
        Agreement.

                7.2.10.  Opinion of Counsel. A legal opinion of John Quarterman,
        in-house  counsel to Seller,  substantially in the form attached here to
        as EXHIBIT 7.2.10, addressed to Buyer and dated the Closing Date.

                7.2.11. Name Change.  Executed  Certificate of Amendments to the
        Articles  of  Incorporation  of each of LPTI and  Seller  sufficient  to
        change,  upon filing with the Delaware  Secretary of State's Office, the
        name of LPTI to a name other than "London  Pacific  Technologies,  Inc."
        and upon filing with the  California  Secretary of State's  Office,  the
        name of Seller to a name other than "LP Advisors, Inc." and in each case
        to a name  other  than a name  which  includes  the term "LP  Advisors,"
        "London Pacific  Advisors," or any variation thereof or any similar term
        or name.

                7.2.12. Evidence of Irrevocable Transfers.  Appropriate and duly
        executed, filed and/or recorded documentation evidencing the irrevocable
        transfers  required pursuant to Section 6.1(g) in a manner  satisfactory
        to Buyer.

                7.2.13.  Bank of Scotland.  Duly executed copies of the Scotland
        Bank Release and Scotland Bank Consent.

                7.2.14. Holdback Escrow Agreement. Holdback Escrow Agreement, in
        substantially  the form attached hereto as Exhibit  7.2.14,  executed by
        Seller.

                7.2.15.  Compliance  Certificates.  Certificates  signed  by the
        Presidents of each Acquired Company,  Seller,  LPTI and Parent that each
        of the  representations  and  warranties  made by such companies in this
        Agreement, as they may have been amended in accordance with Section 5.8,
        is true and  correct in all  material  respects on and as of the Closing
        Date with the same effect as though such  representations and warranties
        had been made or given on and as of the  Closing  Date  (except  for any
        changes  permitted  by the terms of this  Agreement  or  consented to in
        writing by Buyer), and that each of the Acquired Companies, Seller, LPTI
        and Parent has performed and complied with all of its obligations  under
        this Agreement which are to be performed or complied with on or prior to
        the Closing Date.

                7.2.16.  Other Documents.  All other  agreements,  certificates,
        instruments,  financial statement  certificates and documents reasonably
        requested  by  Buyer  in order  to  fully  consummate  the  transactions
        contemplated  by this Agreement and carry out the purposes and intent of
        this Agreement.

                                       49
<PAGE>

        7.3 Obligations of Buyer at Closing.  At the Closing Buyer shall deliver
to Seller the following:

                7.3.1.  Closing  Payment.  A wire  transfer in the amount of the
        Closing Payment,  in accordance with Seller's proper  instructions as to
        payment.

                7.3.2.  Incumbency  Certificate.  A certificate  of Secretary of
        Buyer as to the  incumbency  and  signatures  of the  officers  of Buyer
        executing this Agreement.

                7.3.3.  Resolutions.  Copies of the resolutions  duly adopted by
        the Buyer and the board of  directors of SunGard,  authorizing  Buyer to
        execute,  enter into and perform this  Agreement and to  consummate  the
        transactions contemplated by this Agreement,  certified by an officer of
        such  company  as in full  force and  effect,  without  modification  or
        rescission, on and as of the Closing Date.

                7.3.4. Good Standing.  Good standing  certificate for Buyer from
        its jurisdiction of incorporation, dated no earlier than ten days before
        the Closing Date.

                7.3.5. Holdback Escrow Agreement. The Holdback Escrow Agreement,
        in substantially the form attached hereto as Exhibit 7.2.14, executed by
        Buyer,  and confirmation of a wire transfer to the Holdback Escrow Agent
        in the amount of the Indemnification Holdback.

                7.3.6. Guarantee.  The Guarantee of SunGard in substantially the
        form attached hereto as EXHIBIT 7.3.6.

                7.3.7.  Compliance  Certificate.  A  certificate  signed  by the
        President of Buyer that each of the  representations and warranties made
        by Buyer in this Agreement is true and correct in all material  respects
        on and as of the  Closing  Date  with the same  effect  as  though  such
        representations  and  warranties had been made or given on and as of the
        Closing  Date  (except  for any changes  permitted  by the terms of this
        Agreement  or  consented  to in writing  by  Seller)  and that Buyer has
        performed and complied with all of its obligations  under this Agreement
        which are to be  performed  or complied  with on or prior to the Closing
        Date.

                7.3.8.  Allocation  Statement.  A statement  indicating that the
        Purchase  Price is to be  allocated  to the  Stock  and,  if  Buyer  has
        determined to make a Section  338(h)(10)  Election,  the manner in which
        the Purchase Price allocated to the Stock, as well as the liabilities of
        the  Acquired  Companies,  are  to be  allocated  to the  Assets  of the
        Acquired Companies ("Allocation Statement").

                7.3.9.  Other  Documents.  All other  agreements,  certificates,
        instruments  and  documents  reasonably  requested by Seller in order to
        fully  consummate the  transactions  contemplated  by this Agreement and
        carry out the purposes and intent of this Agreement.

                  SECTION 8. CERTAIN OBLIGATIONS AFTER CLOSING

        8.1  Transition  and  Cooperation.  From and after the Closing Date, (a)
Seller,  LPTI and Parent  shall  fully  cooperate  with  Buyer and  the Acquired
Companies to transfer to Buyer

                                       50
<PAGE>

and the  Acquired  Companies  the full  control and  enjoyment  of the  Acquired
Companies Business and the Assets of the Acquired Companies; (b) none of Seller,
LPTI nor Parent shall take any action, directly or indirectly, alone or together
with others, other than those actions which are immaterial both individually and
in the aggregate, which obstructs or impairs the assumption by Buyer and SunGard
of control of the  Acquired  Companies;  and (c) Seller,  LPTI and Parent  shall
promptly deliver to Buyer and the Acquired Companies all correspondence, papers,
documents and other items and  materials  received by any of them or found to be
in their  possession  which  pertain to the Acquired  Companies  Business or the
Assets of the  Acquired  Companies.  At any time and from time to time after the
Closing  Date, at Buyer's  request and without  further  consideration,  each of
Seller,  LPTI and Parent  shall  promptly  execute and deliver all such  further
agreements,  certificates,  instruments  and  documents and perform such further
actions  as Buyer  may  reasonably  request,  in order to fully  consummate  the
transactions contemplated by this Agreement and fully carry out the purposes and
intent  of this  Agreement,  including  such  documents  and  actions  as may be
required in connection  with regulatory  reporting or withdrawal  matters before
the SEC, NASD and state  regulatory  bodies,  obtaining Client Consents from the
Advisory Clients, continuation or termination of the Acquired Companies Employee
Benefit Plans, the adoption by any of the Acquired Companies of Buyer's Employee
Benefit  Plans,  and the filing of tax returns of any of the Acquired  Companies
for all periods ending on, before or including the Closing Date.

        8.2 Name Change Amendments. Each of LPTI and Seller shall promptly after
the Closing  file the  executed  Certificate  of  Amendment  of its  Articles of
Incorporation  referred to in Section 7.2.11 and refrain  thereafter  from using
the names "London Pacific  Technologies,  Inc." or "London Pacific  Advisors" in
connection with itself or any of its affiliates.

        8.3  Berkeley  Plan.  Seller,  Parent  and LPTI shall take and cause the
appropriate  LP Group Company  affiliates to take all necessary  actions so that
the accounts of all Continuing Employees in the Berkeley Plan are distributed as
soon as practicable after the Closing Date.


               SECTION 9. FINAL TAX RETURNS AND OTHER TAX MATTERS

        9.1 Periods Through the Closing Date. Seller shall include the income of
the Acquired  Companies in its  consolidated  federal income Tax Returns for all
periods  through the Closing Date and pay any federal income taxes  attributable
to such income. For all tax periods ending on or before the Closing Date, Seller
shall cause the Acquired Companies to join in the Seller's  consolidated federal
income Tax Return.  Seller  shall  prepare or cause to be prepared all other Tax
Returns  with  respect  to the  Acquired  Companies  (other  than  the  Seller's
consolidated federal income Tax Returns) for all periods ending on or before the
Closing Date  ("Short-Period  Returns") and shall provide the  Short-Period  Tax
Returns to Buyer at least  thirty  (30) days  before the due date  therefor,  as
extended by any proper  extension  which  Buyer shall file at Seller's  request.
Seller  shall  include  on the  Short-Period  Returns  the  income and other tax
attributes of the Acquired  Companies for all  applicable  periods  ending on or
before  the  Closing  Date,  shall pay all  Taxes due shown on the  Short-Period
Returns,  and shall pay all fees and  expenses  associated  with  preparing  the
Short-Period Returns.  Buyer shall review the Short-Period Returns but shall not
change their  content  without  Seller's or Parent's  consent which shall not be
unreasonably  withheld and shall cause the Acquired Companies to timely file the
Short-

                                       51
<PAGE>

Period Returns.  The income of the Acquired  Companies  through the Closing Date
shall be computed as if its taxable year ended on and included the Closing Date.
All Tax Returns  required to be  prepared by Seller  pursuant to this  Section 9
shall be prepared on a basis consistent with prior practice,  except as required
by applicable Law.

        9.2  Periods   Straddling  the  Closing  Date.   With  respect  to  each
jurisdiction  in which one Return  ("Full Year  Return") for a period  beginning
before the Closing Date and ending  after the Closing Date ("Full Year  Period")
will be required,  Seller shall prepare or cause to be prepared a Tax Return for
each Acquired Company for the short period starting at the beginning of the Full
Year Period and ending on and  including  the Closing Date, on a pro forma basis
as if a Short-Period  Return for such period were required ("Pro Forma Return"),
and Seller  shall  provide  such Pro Forma  Return to Buyer at least thirty (30)
days  before  the due date for the  corresponding  Full Year  Return.  Pro Forma
Returns  shall be  prepared  on the same  basis as  Short-Period  Returns  under
Section 9.1. Pro Forma Returns  shall not be filed,  but the Seller shall pay to
Buyer the amount of Taxes due shown  thereon and shall pay all fees and expenses
associated with preparing the Pro Forma Returns. Buyer shall prepare or cause to
be prepared  the Full Year  Returns,  and shall cause each  Acquired  Company to
timely file the Full year Returns and pay the amount of Taxes due shown thereon.

        9.3 Periods After the Closing Date.  Buyer shall timely prepare and file
or cause to be  timely  prepared  and filed all Tax  Returns  for each  Acquired
Company  required to be filed for taxable  periods  beginning  after the Closing
Date.  Buyer shall  timely pay or cause to be paid the amount of Taxes due shown
on such Returns.

        9.4 Audits.  Seller,  LPTI and Parent shall have control over all audits
and other  proceedings that relate to Tax of any Acquired Company for any period
that ends on or before the Closing  Date;  provided that they shall consult with
Buyer  regarding  any such  audit and Buyer  shall  have the right to review any
adjustments  related to the same before they are made.  Buyer shall have control
over all  audits  and other  proceedings  that  relate to Taxes of any  Acquired
Company for any period that  straddles  the Closing  Date;  provided  that Buyer
shall  consult  with the  Seller,  LPTI or Parent  regarding  any such  audit or
proceeding  and the  Seller,  LPTI or Parent  shall have the right to review any
adjustments  related to the same  before  they are made.  Buyer  shall have sole
control  over all  audits  and  other  proceedings  that  relate to Taxes of any
Acquired  Company for any period that begins after the Closing  Date.  Buyer and
each of Seller,  LPTI and Parent  shall  cooperate  fully,  as and to the extent
reasonably  requested by the other party,  in connection  with the filing of Tax
Returns  pursuant to this Section and any audit,  litigation or other proceeding
with respect to Taxes.  Such  cooperation  shall include the retention and (upon
the other party's  request) the provision of records and  information  which are
reasonably relevant to any such audit, litigation or other proceeding.

        9.5  Transfer  Taxes.  Notwithstanding  any  other  provisions  of  this
Agreement to the contrary,  the Seller shall pay all sales, use, stock transfer,
stamp, recording,  real property transfer and similar taxes, if any, required to
be paid in connection with the sale of Stock contemplated by this Agreement.

        9.6 Reportable Transaction Document Retention.  Seller and LPTI agree to
retain all documents and other records for the appropriate period of time as set
forth in Treasury

                                       52
<PAGE>

Regulation  Section  1.6011-4(g)  which relate to any Reportable  Transaction in
which an Acquired Company has participated.

        9.7 Tax  Disclosures.  Notwithstanding  anything to the contrary in this
Agreement or any other agreement relating to the transactions  described in this
Agreement, the parties hereto (and each employee,  representative or other agent
of a party)  shall be  permitted  to  disclose to any and all  Persons,  without
limitations of any kind, the U.S. federal income tax treatment and tax structure
of the  transaction  described  in  this  Agreement  (including  any  materials,
opinions or analyses  directly relating to such tax treatment or tax structure),
but without  disclosure  of  identifying  information  or,  except to the extent
relating to such tax structure or tax  treatment,  any  nonpublic  commercial or
financial information,  on and after the date hereof. Moreover,  notwithstanding
any other  provision  of this  agreement,  there shall be no  limitation  on any
party's ability to consult any tax adviser,  whether or not independent from the
parties, regarding the U.S. federal income tax treatment or tax structure of the
transaction  described in this Agreement.  Except as otherwise  required by law,
any such  disclosure  as to tax  structure or tax  treatment  shall be made in a
manner that  preserves  confidentiality  as to the  parties  and their  business
operations and any other  proprietary  information with respect thereto which is
not directly related to the tax structure or tax treatment.


                             SECTION 10. EMPLOYEES

        10.1 Employees.  Immediately prior to the Closing,  each of the Acquired
Companies shall have  terminated,  or obtained the  resignations of, each of its
employees  listed on SCHEDULE 10.1 hereto (the  "Terminated  Employees").  Buyer
shall  have  no   responsibility   for  severance  payment  or  for  payment  of
compensation  for any  Terminated  Employee.  Buyer shall offer to continue  the
employment  (or to  cause  the  Acquired  Companies  to offer  to  continue  the
employment) of all employees of the Acquired Companies other than the Terminated
Employees  (the  "Continuing  Employees") on an "at will" basis for salaries and
wages  consistent with their levels  immediately  preceding the Closing Date and
with recognition of their original date of hire with the Acquired  Company.  All
other terms and  conditions of employment of the Continuing  Employees  shall be
set by Buyer at its sole  discretion.  Buyer  shall have no  responsibility  for
severance payment or for payment of compensation for any Continuing Employee who
does not accept an offer of  employment  with Buyer.  Buyer agrees to assume the
obligations  of the Acquired  Companies for all accrued  vacation and sick leave
for all Continuing  Employees who accept  employment  with Buyer or who continue
their employment with the Acquired Companies following the Closing.

        10.2  Claims.  Except  as  provided  in  this  Agreement,  Seller  shall
administer  and retain  liability,  if any, for all employment and labor related
claims of any kind,  including but not limited to any claims for severance  pay,
that  arise out of or that are  attributable  to events  occurring  prior to the
Closing  Date,  and Buyer shall  administer  and assume  liability for all other
claims  of any kind  which  arise  out of or that  are  attributable  to  events
occurring  on or after  the  Closing  Date;  provided,  however,  that  workers'
compensation  claims shall accrue and liability  shall be assigned  based on the
date the event giving rise to such claims occur.

                                       53
<PAGE>

        10.3 Future  Employment.  Nothing in this  Agreement  shall be deemed or
construed to require Buyer to continue to employ any of the Continuing Employees
for any period after the Closing Date.

        10.4 Employment  Records.  Seller agrees to provide Buyer with copies of
all  labor  and   employment   records,   including   all  salary   history  and
administration records, payroll,  personnel,  medical and immigration (including
I-9's)  records for the  Terminated  Employees.  Seller shall have access to the
employment records of the Acquired Companies former  (pre-Closing)  employees at
all  reasonable  times for a period of five (5) years  following the Closing for
the purpose of defending  against any claims brought  against it by or on behalf
of any former employee.

        10.5 Employee Benefit Plans. As soon as is practicable after the Closing
Date,  Buyer and the  executives  of the  Acquired  Companies  shall  review the
Acquired  Companies  Employee  Benefits Plans to determine  which (if any) plans
should remain in effect as Employee Benefit Plans of the Acquired  Companies and
which should be replaced with Buyer's or SunGard's  Employee Benefit Plans, with
a view toward  replacing all of the Acquired  Companies  Employee  Benefit plans
with Buyer's or SunGard's  Employee  Benefit  Plans except where cost factors or
unusual circumstances dictate otherwise.


          SECTION 11. RESTRICTIVE COVENANTS OF SELLER, LPTI AND PARENT

        11.1 Certain Acknowledgements. Each of Seller, LPTI and Parent expressly
acknowledges that:

                (a) "Restricted  Business" means (i) the designing,  developing,
        enhancing, selling, licensing, marketing,  distributing,  maintaining or
        supporting of any Software,  services,  or other products and operations
        that provide  functionality the same as, or substantially  similar to or
        an  extension  or  evolution  of  the  functionality  contained  in  the
        Software,  databases or other products and/or services  marketed,  sold,
        licensed,  owned,  claimed to have been  owned,  under  development,  or
        planned by LPTI, Seller or any Acquired Company at any time on or before
        the Closing  Date;  and (ii) the providing or performing of the services
        relating to any of the Software,  databases,  or other products referred
        to in clause "(i)" of this sentence;  in the case of either clause "(i)"
        or clause "(ii)" of this sentence, irrespective of the hardware platform
        or software  platform on which such  systems,  Software,  databases,  or
        other  products  operate;  irrespective  of the  technology  utilized to
        effect  such  functionality;  irrespective  of the markets to which such
        Software, databases or other products and/or services are marketed, sold
        or  licensed;   and   irrespective   of  which  existing  and/or  future
        subsidiaries of SunGard (including,  any Acquired Company) may engage in
        such business.

                (b) "Buyer  Group" means (i) each Acquired  Company (at,  before
        and after the Closing) and (ii) each member of the SunGard Group;

                (c) the Restricted Business is highly  competitive,  is marketed
        throughout the United States and in many other locations worldwide,  and
        requires long sales "lead times" sometimes exceeding one year;

                                       54
<PAGE>

                (d) the SunGard Group expends  substantial time and money, on an
        ongoing basis, to train its employees,  maintain and expand its customer
        base,  and  improve and develop  its  Software,  technology,  databases,
        products and services;

                (e) in connection  with the  transactions  contemplated  by this
        Agreement,  during the Seller's tenure as the shareholder of LPAS and LP
        Securities  before the  Closing,  the LP Group  Companies  had access to
        receive,  learn,  develop and/or conceive  proprietary and  confidential
        knowledge  and  information  of the SunGard  Group;  such  knowledge and
        information must be kept in strict  confidence to protect the Restricted
        Business for the benefit of the SunGard Group's competitive  position in
        the marketplace;  and such  Confidential  information could be useful to
        competitors of the SunGard Group for indefinite periods of time; and

                (f) the  covenants  of this Section 11 (the  "Covenants")  are a
        material  part of the  agreement  among the  parties  hereto  and are an
        integral part of the obligations of Seller hereunder;  the Covenants are
        supported  by good and adequate  consideration;  and the  Covenants  are
        reasonable and necessary to protect the legitimate business interests of
        the SunGard Group.

        11.2  Nondisclosure  Covenants.  At all times  after the  Closing  Date,
except with SunGard's prior written consent, no LP Group Company shall, directly
or indirectly, in any capacity:

                (a) communicate, publish or otherwise disclose to any Person, or
        use for the  benefit of any  Person,  any  confidential  or  proprietary
        property,  knowledge or  information  of the SunGard Group or concerning
        any of its business,  Software, Assets or financial condition, no matter
        when or how such knowledge or information was acquired including (i) the
        identity of  customers  (other  than the  Discretionary  Accounts  whose
        Assets may be managed by Berkeley (USA)  Limited) and  prospects,  their
        specific requirements, and the names, addresses and telephone numbers of
        individual  contacts  at such  customers  and  prospects;  (ii)  prices,
        renewal  dates  and  other  detailed  terms  of  customer  and  supplier
        contracts (other than the Advisory  Agreements relating to Discretionary
        Accounts  whose  Assets may be managed by Berkeley  (USA)  Limited)  and
        proposals;  (iii)  pricing  policies,  marketing  and sales  strategies,
        methods of  delivering  products and  services,  and product and service
        development  projects and  strategies;  (iv) source  code,  object code,
        formats,  user manuals,  technical  manuals and other  documentation for
        Software products; (v) screen designs, report designs and other designs,
        concepts and visual  expressions  for Software  products;  (vi) designs,
        concepts,   know-how,   user  manuals,   technical   manuals  and  other
        documentation for trading systems,  communications  networks and related
        technologies;  (vii) employment and payroll records;  (viii)  forecasts,
        budgets,  acquisition models and other nonpublic financial  information;
        and (ix) expansion  plans,  management  policies,  methods of operation,
        strategies and policies, including acquisition or divestiture strategies
        and policies and acquisition targets; or

                (b)  disclose,   use  or  refer  to  any  proprietary  Software,
        databases,  technology,  products or services or other  confidential  or
        proprietary  knowledge or information  of the SunGard  Group,  no matter
        when  or  how  acquired,  for  any  purpose  not in  furtherance  of the
        businesses and interests of the SunGard Group  including the purposes of
        designing, developing, marketing and/or selling any Software, databases,
        technology,  products  or  services  that are

                                       55
<PAGE>

        similar  to  (visually  or   functionally)   or  competitive   with  any
        proprietary  Software,  technology,  products or services of the SunGard
        Group; or in making acquisitions.

        11.3  Noncompetition  Covenants.  During  the  period  beginning  on the
Closing  Date and ending on the third (3rd)  anniversary  of the  Closing  Date;
except with SunGard's prior written  consent,  none of Parent,  LPTI,  Seller or
their affiliates shall, directly or indirectly, in any capacity, at any location
worldwide:

                (a) solicit any Person who is a  customer,  employee,  salesman,
        agent or representative of an Acquired Company (other than inadvertently
        by way of general  solicitation or media advertisements not specifically
        directed  to any such  Person  or groups  of any such  Persons),  in any
        manner  that   interferes   or  might   interfere   with  such  Person's
        relationship  with the SunGard Group, or in an effort to obtain any such
        Person as a customer, employee, salesman, agent or representative of any
        other Person that conducts a business competitive with or similar to all
        or any part of the Restricted Business.  Notwithstanding anything to the
        contrary contained in this Agreement,  following the Closing, Parent and
        its affiliates may continue to provide investment management services to
        retail accounts in the form of discretionary advisory services.

                (b) market or sell,  in any manner,  any  Software,  technology,
        products or services  that is similar to (visually or  functionally)  or
        competitive  with any  proprietary  Software,  technology,  products  or
        services of the Restricted Business; or

                (c) establish,  own, manage,  operate or control, or participate
        in the establishment, ownership, management, operation or control of, or
        be a director, officer, employee,  salesman, agent or representative of,
        or be a consultant  to, any Person that conducts a business  competitive
        with the Restricted Business.

        11.4 Certain  Exclusions.  For purposes of this Section 11, confidential
and proprietary knowledge and information of the SunGard Group shall not include
any knowledge and information  that is now known by or readily  available to the
general  public,  or that becomes  known by or readily  available to the general
public other than as a result of any breach of this Section 11. The ownership by
any LP Group Company of not more than 35% percent of the outstanding  securities
of any public company shall not, by itself, constitute a breach of the Covenants
contained in Section 11.3 by such LP Group Company,  even if such public company
competes  with the SunGard  Group or the  Restricted  Business.  Notwithstanding
anything to the contrary  contained in this  Agreement,  following  the Closing,
Parent and its affiliates may continue to provide investment management services
to retail accounts in the form of discretionary advisory services.

        11.5 Enforcement of Covenants. Each of Seller, LPTI and Parent expressly
acknowledge  that it would be  extremely  difficult  to measure the damages that
might result from any breach of any of the Covenants, and that any breach of any
of the  Covenants  will result in  irreparable  injury to the SunGard  Group for
which  money  damages  could  not  adequately  compensate.  If a  breach  of the
Covenants occurs, the SunGard Group shall be entitled,  in addition to all other
rights and remedies that the SunGard Group may have at law or in equity, to have
an injunction  issued by any competent  court  enjoining and  restraining the LP
Group  Companies and all other Persons  involved  therein from  continuing  such
breach. The existence of

                                       56
<PAGE>

any claim or cause of action that such LP Group Company or any such other Person
may have against any member of the SunGard Group shall not  constitute a defense
or bar to the  enforcement  of any of the  Covenants.  If the SunGard Group must
resort to litigation to enforce any of the Covenants that has a fixed term, then
such term shall be  extended  for a period of time  equal to the  period  during
which a breach of such Covenant was occurring,  beginning on the date of a final
court  order  (without  further  right of  appeal)  holding  that  such a breach
occurred or, if later, the last day of the original fixed term of such Covenant.

        11.6 Scope of Covenants.  If any Covenant,  or any part thereof,  or the
application thereof, is construed to be invalid, illegal or unenforceable,  then
the other Covenants,  or the other portions of such Covenant, or the application
thereof,  shall not be affected thereby and shall be enforceable  without regard
thereto.  If any of the Covenants is determined to be  unenforceable  because of
its scope,  duration,  geographical area or other factor,  then the court making
such determination shall have the power to reduce or limit such scope, duration,
area or other factor, and such Covenant shall then be enforceable in its reduced
or limited form.


                          SECTION 12. INDEMNIFICATION

        12.1  Indemnification  by Seller,  LPTI and  Parent.  From and after the
Closing Date, Seller,  LPTI and Parent,  jointly and severally,  shall indemnify
and hold  harmless  the  members  of the  SunGard  Group,  and their  respective
successors and assigns,  and their respective  directors,  officers,  employees,
agents and representatives, from and against any and all actions, suits, claims,
demands, debts,  liabilities,  obligations,  losses, damages, costs and expenses
including reasonable  attorney's fees and court costs (collectively,  "Claims"),
arising out of or caused by, directly or indirectly, any of the following:

                (a) Misrepresentation. Any misrepresentation,  breach or failure
        of any warranty or  representation  made by Seller,  LPTI, Parent or any
        Acquired Company in or pursuant to this Agreement.

                (b)  Nonperformance.  Any failure or refusal by Seller,  LPTI or
        Parent to satisfy or perform any  covenant,  term or  condition  of this
        Agreement required to be satisfied or performed by any of them.

                (c) Unasserted  Claims.  Any Proceeding  against a SunGard Group
        Entity  by  any  Person  arising  out  of  or  caused  by,  directly  or
        indirectly,  any act or omission of an LP Group  Company,  or any of its
        shareholders, directors, officers, employees, agents or representatives,
        occurring at any time on or before the Closing Date and affecting any of
        the Acquired  Companies,  including any such Proceeding  relating to the
        written  notifications or Client Consents  referred to in Section 5.5(d)
        or the deemed  assignment of the Advisory  Agreements in connection with
        the transactions contemplated by this Agreement.

                (d) Proceedings by Employees and Related Matters. Any Proceeding
        against a SunGard  Group  Entity by or on behalf of any  employee  of an
        Acquired  Company who is not hired or retained by a SunGard Group Entity
        or with respect to matters contained in Section 10.2.

                                       57
<PAGE>

                (e) Tax Matters.  Any  deficiency or  assessment  for Taxes made
        against or imposed upon any Acquired Company (or any of its predecessors
        or  successors)  with  respect  to any  period  ending on or before  the
        Closing Date.  The right of the SunGard Group to  indemnification  under
        this  Section  12.1)  shall  not be  affected  by  the  fact  that  such
        deficiency  or  assessment  is made  against or imposed upon the SunGard
        Group as a result of the fact that, after the Closing Date, the Acquired
        Companies  shall be  included  in the  consolidated  federal  income tax
        returns filed by Buyer.

                (f) Candelore  Arbitration Matter. Any Obligation relating to or
        arising out of the statement of Claim of Craig A.  Candelore,  on behalf
        of himself  and his  Individual  Retirement  Account v.  London  Pacific
        Securities,  Inc. and David Allen Jackson dated  February 4, 2003 or the
        allegations therein (the "Candelore Matter"),  except for any deductible
        payable in connection  with LP Securities  Broker/Dealer's  Professional
        Liability  Insurance  Policy,  Policy No.  279-85-25 (the "LP Securities
        Liability  Policy").  The  parties  agree  that any Claim of Buyer  with
        respect to the Candelore  Matter for which Seller,  LPTI or Parent would
        be  obligated to indemnify  Buyer under this  Section  12.1(f)  shall be
        reduced to the extent of any insurance  proceeds paid to or on behalf of
        Buyer  with  respect to the  Candelore  Matter  under the LP  Securities
        Liability Policy and any amount recovered by LP Securities or Buyer from
        any other Person in connection with the Candelore Matter as a result of,
        or based upon,  rights of  indemnification  or  contribution  or similar
        rights.  Buyer  agrees that this Section  12.1(f)  shall also govern any
        Obligation of Seller,  LPTI or Parent to indemnify Buyer with respect to
        any breach of the  representation  set forth in Section  3.21(e) of this
        Agreement.

        12.2  Indemnification  by Buyer.  From and after the Closing Date, Buyer
shall indemnify and hold harmless Seller and its successors and assigns, and its
directors, officers, employees, agents and representatives, from and against any
and all Claims arising out of or caused by,  directly or indirectly,  any of the
following:

                (a) Misrepresentation. Any misrepresentation,  breach or failure
        of any warranty or  representation  made by Buyer in or pursuant to this
        Agreement.

                (b)  Nonperformance.  Any failure or refusal by Buyer to satisfy
        or perform any covenant , term or condition of this  Agreement  required
        to be satisfied or performed by it.

        12.3 Indemnification  Procedures. With respect to each event, occurrence
or matter (an  "Indemnification  Matter")  as to which any member of the SunGard
Group  or  Seller,  as the  case  may be  (the  "Indemnitee"),  is  entitled  to
indemnification  from the Seller,  LPTI and Parent or Buyer,  as the case may be
(the "Indemnitor"), under Section 12.1 or Section 12.2:

                (a) Within ten (10) days after the Indemnitee  receives  written
        documents   underlying   the   Indemnification   Matter   or,   if   the
        Indemnification  Matter  does not involve a third  party  action,  suit,
        claim  or  demand,  promptly  after  the  Indemnitee  first  has  actual
        knowledge  of the  Indemnification  Matter,  the  Indemnitee  shall give
        notice to the Indemnitor of the nature of the Indemnification Matter and
        the amount demanded or claimed in connection therewith ("Indemnification
        Notice"),  together with copies of any such written documents,  provided
        however  that the  Indemnitee's  failure  to give such  notice  will not
        affect the  obligations of the Indemnitor  hereunder,  unless and to the
        extent, the Indemnitor is prejudiced thereby.

                                       58
<PAGE>

                (b) If a third party action,  suit, claim or demand is involved,
        then, upon receipt of the Indemnification  Notice, the Indemnitor shall,
        at its expense and through  counsel of its choice,  promptly  assume and
        have sole  control  over the  litigation,  defense  or  settlement  (the
        "Defense") of the Indemnification Matter, except that (i) the Indemnitee
        may, at its option and expense  (unless  there are one or more  defenses
        available to the Indemnitee  which are not available to the  Indemnitor,
        or there is a conflict between a defense of the Indemnitee and a defense
        of the Indemnitor, then, at Indemnitor's expense) and through counsel of
        its choice,  participate  in (but not  control)  the  Defense;  (ii) the
        Indemnitor  shall  not  consent  to  any  Judgment,   or  agree  to  any
        settlement,  without the Indemnitee's prior written consent, which shall
        not be  unreasonably  withheld;  and  (iii) if the  Indemnitor  does not
        promptly  assume  control  over the Defense or, after doing so, does not
        continue to prosecute the Defense in good faith,  the Indemnitee may, at
        its option and through  counsel of its choice,  but at the  Indemnitor's
        expense,  assume control over the Defense.  In any event, the Indemnitor
        and the Indemnitee  shall fully  cooperate with each other in connection
        with the Defense  including by furnishing  all available  documentary or
        other evidence as is reasonably requested by the other.

                (c)  Other  than  expenses  required  to be paid  by  Indemnitor
        pursuant  to Section  12.3(b),  all of which  expenses  shall be paid by
        Indemnitor  as  incurred,  all  amounts  owed by the  Indemnitor  to the
        Indemnitee  (if any) shall be paid in full within five (5) business days
        after a final Judgment (without further right of appeal) determining the
        amount owed is rendered,  or after a final settlement or agreement as to
        the amount owed is executed.

        12.4 Limits on  Indemnification.  The Indemnitor's  liability under this
Section 12 shall be limited as follows (except as provided in Section 12.5).

                (a)  Threshold.  No amount  shall be payable  by the  Indemnitor
        under this Section 12 unless and until the  aggregate  amount  otherwise
        payable by the  Indemnitor  under this Section 12 exceeds  $100,000.  At
        such time as the total amount payable by the Indemnitor exceeds $100,000
        in the aggregate,  the  Indemnitees  shall be entitled to be indemnified
        against  the full  amount of all  damages  that have  been  incurred  or
        suffered  by  the  Indemnitees  in  connection  with  the   transactions
        contemplated  by this  Agreement  (and not  merely  the  portion of such
        damages exceeding $100,000.

                (b) Ceiling. The Indemnitor's total liability under this Section
        12 shall not exceed, in the aggregate, the total Purchase Price.

                (c) Time  Periods.  With respect to any  Indemnification  Matter
        under this Section 12, the Indemnitor shall have no liability unless the
        Indemnitee gives an  Indemnification  Notice with respect thereto within
        eighteen (18) months after the Closing Date.

                (d) Excluded  Liability  Exception.  With respect to an Excluded
        Liability,  no amount  shall be payable by Seller,  LPTI or Parent as an
        Indemnitor  under this  Section 12 (other than  expenses  required to be
        paid by  Indemnitor  pursuant to Section  12.3(b)) to the extent of, but
        only to the extent of, the amount  which has been  distributed  to Buyer
        under the  Excluded  Liabilities  Escrow  Agreement  to  discharge  such
        Excluded  Liability (or portion  thereof) under the Seller's  Assumption
        Agreement.

                                       59
<PAGE>

                (e) Deducted TNW Liaiblities.  With respect to those Obligations
        of the Acquired  Companies  which were deducted from the tangible assets
        of the Acquired  Companies in connection with the  determination  of the
        TNW Adjustment  pursuant to Section 2.5.1, no amount shall be payable by
        Seller,  LPTI or Parent as an  Indemnitor  under this  Section 12 (other
        than  expenses  required  to be paid by  Indemnitor  pursuant to Section
        12.3(b)),  to the  extent  of,  but only to the  extent  of,  the amount
        deducted for such Obligations.

        12.5  Exceptions to  Limitations.  None of the  limitations set forth in
Section 12.4 shall apply in the case of any Indemnification Matter involving (a)
intentional  misrepresentation,  fraud  or a  criminal  matter,  (b)  record  or
beneficial ownership of any of the Stock, (c) title to or infringement caused by
any Software, databases technology, service or product which, at any time before
Closing, was marketed,  licensed,  maintained,  supported,  owned, or claimed to
have been owned by an LP Group Company or its affiliate; (d) Taxes, (e) employee
benefit matters, (f) environmental matters and (g) the Candelore Matter.

        12.6 Setoff and  Holdback.  In addition to all other rights and remedies
that the Indemnitee  may have,  the  Indemnitee  shall have the right to setoff,
against any amounts due to the Indemnitor, whether due under this Agreement, any
of the other Contracts contemplated by this Agreement or otherwise, any sums for
which the Indemnitee is entitled to  indemnification  under this Section 12. The
Indemnitee's rights to indemnification under this Section 12 shall not be in any
manner limited by or to this right of setoff. If any Indemnification Matters are
pending at a time when the  Indemnitee  is required to pay or deliver any amount
due to the Indemnitor,  then the Indemnitee shall have the right, upon notice to
the Indemnitor, to withhold from such payment, until final determination of such
pending  Indemnification  Matters, the total amount for which the Indemnitor may
become liable as a result  thereof,  as determined by the Indemnitee  reasonably
and in good faith.


                            SECTION 13. TERMINATION

        13.1 Termination. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned, at any time prior to the Closing:

                (a) By mutual written consent of Seller and Buyer;

                (b) By  Buyer  in the  event  any  of  the  representations  and
        warranties  (including any of the Schedules included therein) is amended
        by Seller in accordance with Section 5.8.

                (c) Provided no LP Group Company is in material breach of any of
        its  representations,   warranties,  covenants  or  agreements  in  this
        Agreement,  by  Seller  by  written  notice to Buyer if there has been a
        material misrepresentation or material breach of warranty on the part of
        Buyer in the  representations,  warranties  and  covenants  of Buyer set
        forth in this Agreement; or

                (d)  Provided  Buyer  is not in  material  breach  of any of its
        representations,  warranties, covenants or agreements in this Agreement,
        by Buyer by  written  notice  to  Seller  if there  has been a  material
        misrepresentation  or material  breach of warranty on the part of any LP

                                       60
<PAGE>

        Group Company in the  representations,  warranties and covenants of such
        LP Group Company set forth in this Agreement; or

                (e) By Seller or by Buyer, by written notice to the other party,
        if the Closing  hereunder has not been consummated on or before June 30,
        2003; provided,  however, that Seller shall not be entitled to terminate
        pursuant  to this  Section  13.1(e) if the  Closing  shall not have been
        consummated  within  such time period by reason of the failure of any of
        the  Acquired  Companies,  Seller,  LPTI or  Parent  to  perform  in all
        material respects any of its covenants and agreements  contained in this
        Agreement;  and provided,  further,  that Buyer shall not be entitled to
        terminate pursuant to this Section 13.1(e) if the Closing shall not have
        been  consummated  within  such time  period by reason of its failure to
        perform in all material  respects any of its  covenants  and  agreements
        contained in this Agreement.

        13.2 Effect of Termination.  If this Agreement is validly  terminated by
either Seller or Buyer  pursuant to Section 13.1,  this Agreement will forthwith
become null and void and of no force and effect, except as to this Section 13.2,
Section 14.2 and the  obligations  of the parties with respect to Section  14.1,
and there will be no  liability  or  Obligation  on the part of Buyer or Seller,
except for material willful breaches of and material  intentional  misstatements
or  omissions  in  or  pursuant  to  this  Agreement  by  Buyer  or  Seller,  as
appropriate,  prior to the time of such  termination  (the  liability  for which
shall be borne by the party who commits the material willful breach or makes the
material  intentional  misstatement or omission).  However, if, at the time of a
termination  pursuant to Section  13.1(e):  (a)  Parent's  Circular has not been
mailed to Parent's  shareholders  within fifteen (15) days following the signing
of this Agreement,  Parent's  Recommendation  has changed from that set forth in
EXHIBIT 5.4(a) or either of the Written Consents of the shareholders  comprising
a majority of the holders of Parent's Ordinary Shares dated May 8, 2003 has been
rescinded or otherwise  withdrawn and (b) Parent's  shareholders have not passed
the  Parent's  Resolution,  then the Parent shall pay to Buyer,  forthwith  upon
demand,  the  amount  of  Two  Hundred  Thousand  Dollars  ($200,000)  plus  any
applicable  withholding  or other  taxes.  Such  payment  shall be made  without
set-off,  deduction  or  counterclaim  unless  first agreed to in writing by the
Buyer.


                          SECTION 14. OTHER PROVISIONS

        14.1 Confidentiality; Publicity. All information furnished by the Seller
in writing  to Buyer in  connection  with this  Agreement  and the  transactions
contemplated  hereby shall be kept confidential by Buyer and shall be used by it
only in connection with this Agreement and the transactions contemplated hereby,
except to the  extent  that such  information  (i) is  information  which it can
demonstrate   was  already  known  to  it  from  a  source,   with  no  duty  of
confidentiality  to Seller,  when received from Seller (ii)  thereafter  becomes
lawfully  obtainable  from other sources through no act or failure to act on its
part,  or (iii) is required to be disclosed in any document to be filed with any
Governmental or Regulatory  Body or in connection with any litigation,  provided
that Buyer shall  disclose only so much of the  confidential  information  as is
legally required,  and only after  consultation with Seller and its counsel.  In
the event that the Closing does not occur,  Buyer shall, upon request,  promptly
return to Seller the  printed  information  it  received  from  Seller and shall
destroy all copies of, or extracts from, such information.  Except to the extent
required by Law,  any news release or other public  disclosure

                                       61
<PAGE>

or announcement  concerning this Agreement or the  transactions  contemplated by
this  Agreement  shall not be  issued or  approved  by Buyer  without  its first
obtaining  the prior  written  approval  of Seller or  Parent,  and shall not be
issued or approved by any LP Group Company without its first obtaining the prior
written  approval  of  the  Buyer,  as to  the  contents  of  the  announcement,
disclosure  and/or  release.  Buyer and Seller  shall use their best efforts and
establish  reasonable  precautions to ensure that their affiliates,  principals,
agents and employees abide by the terms of this Section 14.1.

        14.2 Fees and Expenses.  Except as expressly provided herein, whether or
not the transactions contemplated by this Agreement are consummated, Buyer shall
pay all of the fees and expenses  incurred by Buyer, and Seller shall pay all of
the fees and expenses incurred by any of the LP Group Companies,  in negotiating
and preparing this Agreement (and all other Contracts and documents  executed in
connection   herewith  or  therewith)  and  in  consummating   the  transactions
contemplated  hereby.  Each party shall bear their other expenses incurred or in
connection with the  preparation of the Closing  Balance  Sheets.  The foregoing
shall not  affect the legal  right,  if any,  that any party  hereto may have to
recover expenses from any other party that breaches its obligations hereunder.

        14.3 Notices. All notices,  consents or other communications required or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
deemed to have been duly given when  delivered  personally  or one  business day
after being sent by a nationally recognized overnight delivery service,  postage
or  delivery  charges  prepaid,  or  five  business  days  after  being  sent by
registered or certified mail, return receipt requested, postage charges prepaid.
Notices  also may be given  by  facsimile  and  shall be  effective  on the date
transmitted if confirmed within 48 hours thereafter by a signed original sent in
one of the manners provided in the preceding  sentence.  Notices to any Acquired
Company given prior to the Closing Date, and to Seller, LPTI and Parent shall be
sent to such  parties'  respective  addresses  as set  forth on page one of this
agreement  with a copy sent  simultaneously  to Berkeley  International  Capital
Corporation, 650 California Street, Suite 2800, San Francisco, California 94108,
to the attention of the General  Counsel.  Notices to any Acquired Company given
on or after the  Closing  Date,  and to Buyer  shall be sent to Buyer's  address
stated on page one of this Agreement to the attention of its  President,  with a
copy sent  simultaneously  to SunGard Data Systems  Inc.,  1285  Drummers  Lane,
Wayne,  Pennsylvania  19087, to the attention of its General Counsel.  Any party
may change its address  for notice and the address to which  copies must be sent
by giving notice of the new  addresses to the other  parties in accordance  with
this Section 14.3,  provided that any such change of address notice shall not be
effective unless and until received.

        14.4   Survival.   All   representations,   warranties,   covenants  and
indemnifications  made in this  Agreement or pursuant  hereto shall  survive the
date  of  this  Agreement,   the  Closing  Date  and  the  consummation  of  the
transactions  contemplated  by this  Agreement,  subject  to the  provisions  of
Sections 12. 4 and 12.5.

        14.5 Interpretation of Representations. Each representation and warranty
made  in  this  Agreement  or  pursuant  hereto  is  independent  of  all  other
representations and warranties made by the same parties, whether or not covering
related or similar matters, and must be independently and separately  satisfied.
Subject  to  Section   14.13,   exceptions   or   qualifications to

                                       62
<PAGE>

any  such  representation  or  warranty shall  not be construed as exceptions or
qualifications to any other representation or warranty.

        14.6  Reliance  by  Buyer.   Notwithstanding   the  right  of  Buyer  to
investigate  the  business,  Assets  and  financial  condition  of the  Acquired
Companies,  Buyer has the right to rely upon,  and has relied upon,  each of the
representations and warranties made by Seller, LPTI and Parent in this Agreement
or pursuant hereto.

        14.7 Entire  Understanding.  This Agreement,  together with the Exhibits
and Schedules  hereto,  states the entire  understanding  among the parties with
respect to the subject matter hereof,  and supersedes all prior oral and written
communications and agreements,  and all contemporaneous  oral communications and
agreements,  with  respect to the subject  matter  hereof  including,  as of the
Closing,  all  letters  of  intent  and all  confidentiality  letter  agreements
previously  entered into among some or all of the parties hereto, but excluding,
prior to the  Closing,  any prior  agreements  relating to  confidentiality.  No
amendment or modification of this Agreement shall be effective unless in writing
and signed by the party against whom enforcement is sought. Nothing contained in
Section 12 or elsewhere in this Agreement shall be deemed to limit (or adversely
affect)  in any manner  any right or remedy of any  Indemnitee  under any of the
agreements contemplated by this Agreement.

        14.8 Assignment.  This Agreement shall bind, benefit, and be enforceable
by and against  Buyer,  Parent,  LPTI,  Seller,  LPAS,  LP  Securities,  and LPA
Insurance and their  respective  successors and consented-to  assigns.  No party
shall in any manner assign any of its rights or obligations under this Agreement
without  the  express  prior  written  consent of the other  parties,  provided,
however, Buyer shall not be required to obtain the express prior written consent
of the other parties in connection  with its assignment of this Agreement or any
of its rights or obligations hereunder in connection with any reorganization of,
or  transfer  of assets  to,  SunGard  or any of  SunGard's  direct or  indirect
subsidiaries and/or affiliates.

        14.9 Waivers.  Except as otherwise  expressly provided herein, no waiver
with respect to this Agreement shall be enforceable unless in writing and signed
by the party against whom enforcement is sought.  Except as otherwise  expressly
provided  herein,  no failure to  exercise,  delay in  exercising,  or single or
partial  exercise of any right,  power or remedy by any party,  and no course of
dealing  between or among any of the parties,  shall  constitute a waiver of, or
shall preclude any other or further exercise of, any right, power or remedy.

        14.10  Severability.  If any provision of this Agreement is construed to
be invalid, illegal or unenforceable, then the remaining provisions hereof shall
not be affected thereby and shall be enforceable without regard thereto.

        14.11  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which when so executed and delivered shall be an original
hereof,  and it shall not be  necessary  in making  proof of this  Agreement  to
produce or account for more than one counterpart hereof.

                                       63
<PAGE>

        14.12  Section  Headings.   Section  and  subsection  headings  in  this
Agreement are for  convenience  of reference  only, do not  constitute a part of
this Agreement, and shall not affect its interpretation.

        14.13  Scheduled   Disclosures.   Disclosure  of  any  matter,  fact  or
circumstance  in a  Schedule  to  this  Agreement  shall  not  be  deemed  to be
disclosure thereof for purposes of any other Schedule of this Agreement,  except
to the  extent  it is (i)  explicitly  cross  referenced  or  (ii)  sufficiently
detailed so as to be reasonably  recognizable  to Buyer that such  disclosure is
relevant and responsive to such other Schedule.

        14.14 References. All words used in this Agreement shall be construed to
be of such number and gender as the context requires or permits.

        14.15  Controlling  Law.  THIS  AGREEMENT  IS MADE  UNDER,  AND SHALL BE
CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE  COMMONWEALTH  OF
PENNSYLVANIA  APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED  SOLELY THEREIN,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

        14.16  Jurisdiction  and Process.  In any action between or among any of
the  parties,  whether  arising  out of this  Agreement,  any of the  agreements
contemplated hereby or otherwise,  (a) each of the parties irrevocably  consents
to the exclusive  jurisdiction and venue of the federal and state courts located
in the Commonwealth of Pennsylvania,  (b) each of the parties irrevocably waives
the right to trial by jury, and (c) the prevailing  parties shall be entitled to
recover their reasonable attorneys' fees, costs and disbursements from the other
parties (in addition to any other relief to which the prevailing  parties may be
entitled).

        14.17 Post Closing Actions by Acquired Companies.  No action taken by an
Acquired  Company  after the  Closing,  with  respect to this  Agreement  or the
transactions  contemplated  hereby,  including any waiver,  consent or approval,
shall be effective  unless  approved in writing by such Acquired  Company's post
Closing Board of Directors.

        14.18 No  Third-Party  Beneficiaries.  No provision of this Agreement is
intended to or shall be  construed  to grant or confer any right to enforce this
Agreement,  or any remedy for  breach of this  Agreement,  to or upon any Person
other than the  parties  hereto  including  any  customer,  prospect,  supplier,
employee, contractor, salesman, agent or representative of Seller.

        14.19 Bankruptcy Qualification.  Each representation or warranty made in
or pursuant to this Agreement regarding the enforceability of any Contract shall
be  qualified  to  the  extent  that  such  enforceability  may be  affected  by
bankruptcy,  insolvency and other similar Laws or equitable  principles (but not
those concerning  fraudulent  conveyance)  generally affecting creditors' rights
and remedies.

        14.20 Neutral Construction. In view of the fact that each of the parties
hereto have been  represented  by their own counsel and this  Agreement has been
fully  negotiated by all parties,  the legal  principle  that  ambiguities  in a
document are construed against the draftsperson of that document shall not apply
to this Agreement.

                                       64
<PAGE>

                      [Balance of Page Intentionally Blank]

                                       65
<PAGE>


        WITNESS  THE DUE  EXECUTION  AND  DELIVERY  HEREOF AS OF THE DATE  FIRST
STATED ABOVE.

SUNGARD BUSINESS SYSTEMS INC.


By:

Name:

Title:


LONDON PACIFIC GROUP LIMITED


By:

Name:

Title:


LONDON PACIFIC TECHNOLOGIES, INC.


By:

Name:

Title:


LP ADVISORS, INC.


By:

Name:

Title:


LONDON PACIFIC ADVISORY SERVICES, INC.


By:

Name:

Title:

                                       66
<PAGE>

LONDON PACIFIC SECURITIES, INC.


By:

Name:

Title:


LPA INSURANCE AGENCY, INC.


By:

Name:

Title:

                                       67
<PAGE>
<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS

                                                                                                               PAGE


<S>                                                                                                              <C>
SECTION 1.          Defined Terms.................................................................................2
   1.1      "Accounts Receivable".................................................................................2
   1.2      "Acquired Companies"..................................................................................2
   1.3      "Acquired Companies Business".........................................................................2
   1.4      "Acquired Companies Intangibles"......................................................................2
   1.5      "Acquired Companies Intellectual Property"............................................................2
   1.6      "Advisers Act"........................................................................................2
   1.7      "Advisory Agreement"..................................................................................2
   1.8      "Advisory Client".....................................................................................3
   1.9      "Asset"...............................................................................................3
   1.10     "Brokerage Agreement".................................................................................3
   1.11     "Brokerage Client"....................................................................................3
   1.12     "Cash Asset"..........................................................................................3
   1.13     "Client Consent"......................................................................................3
   1.14     "Code"................................................................................................3
   1.15     "Consent".............................................................................................3
   1.16     "Contract"............................................................................................3
   1.17     "Contract Right"......................................................................................4
   1.18     "Employee Benefit Plan"...............................................................................4
   1.19     "Encumbrance".........................................................................................4
   1.20     "Entity"..............................................................................................4
   1.21     "Environmental Laws"..................................................................................4
   1.22     "ERISA"...............................................................................................4
   1.23     "ERISA Affiliate""....................................................................................4
   1.24     "Exchange Act"........................................................................................4
   1.25     "Excluded Liabilities Escrow Agreement"...............................................................5
   1.26     "Frederick Morgan"....................................................................................5
   1.27     "GAAP"................................................................................................5
   1.28     "Governmental or Regulatory Body".....................................................................5
   1.29     "Hazardous Substances"................................................................................5
   1.30     "Holdback Escrow Agent"...............................................................................5
   1.31     "Holdback Escrow Agreement"...........................................................................5
   1.32     "including"...........................................................................................5
   1.33     "Insurance Policy"....................................................................................5
   1.34     "Intangible"..........................................................................................6
   1.35     "Intellectual Property Rights"........................................................................6
   1.36     "Institutional Clients"...............................................................................6
   1.37     "Investment Company Act"..............................................................................6
   1.38     "Investment Management Services"......................................................................6
   1.39     "IRS".................................................................................................6
   1.40     "Judgment"............................................................................................6
   1.41     "to the best of Seller's knowledge"...................................................................6

                                       i
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                   (continued)
                                                                                                               PAGE


<S>                                                                                                              <C>
   1.42     "to the best of Parent's knowledge"...................................................................7
   1.43     "Law".................................................................................................7
   1.44     "LPA Insurance Business"..............................................................................7
   1.45     "LPA Insurance Intangibles"...........................................................................7
   1.46     "LPA Insurance Intellectual Property".................................................................7
   1.47     "LPAS Business".......................................................................................7
   1.48     "LPAS Intangibles"....................................................................................7
   1.49     "LPAS Intellectual Property"..........................................................................7
   1.50     "LPAS Stock"..........................................................................................7
   1.51     "LP Group Companies"..................................................................................7
   1.52     "LP Securities Business"..............................................................................7
   1.53     "LP Securities Intangibles"...........................................................................7
   1.54     "LP Securities Intellectual Property".................................................................8
   1.55     "LP Securities Stock".................................................................................8
   1.56     "Material Adverse Effect".............................................................................8
   1.57     "NASD"................................................................................................8
   1.58     "Obligation"..........................................................................................8
   1.59     "Permit"..............................................................................................8
   1.60     "Person"..............................................................................................8
   1.61     "Prime Rate"..........................................................................................8
   1.62     "Proceeding"..........................................................................................8
   1.63     "Real Property".......................................................................................8
   1.64     "Reportable Transaction"..............................................................................8
   1.65     "SEC".................................................................................................8
   1.66     "Software"............................................................................................8
   1.67     "Specified Contract"..................................................................................9
   1.68     "Stock"...............................................................................................9
   1.69     "SunGard".............................................................................................9
   1.70     "SunGard Group".......................................................................................9
   1.71     "Tangible Property"...................................................................................9
   1.72     "Tax".................................................................................................9
   1.73     "Tax Returns".........................................................................................9

SECTION 2.          The Transaction...............................................................................9
   2.1      Sale and Purchase of Stock............................................................................9
   2.2      Purchase Price........................................................................................9
   2.3      Section 338(h)(10) Election Option and Allocation of Consideration...................................10
   2.4      Closing Balance Sheets...............................................................................10
   2.5      Adjustment Related to Minimum Tangible Net Worth.....................................................11
   2.6      Indemnification Matters Adjustment and Payment of Indemnification Holdback...........................12
   2.7      Earnout Payment......................................................................................13
   2.8      Currency and Method of Payment.......................................................................15
   2.9      Original Issue Discount..............................................................................15

SECTION 3.          Representations of Seller, LPTI and Parent...................................................15

                                       ii
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                  (continued)
                                                                                                               PAGE


<S>                                                                                                              <C>

   3.1      Organization.........................................................................................15
   3.2      Authority; Non-Contravention.........................................................................16
   3.3      Capital Stock and Ownership..........................................................................17
   3.4      Financial and Corporate Records......................................................................19
   3.5      Compliance with Laws; Permits........................................................................19
   3.6      Financial Statements.................................................................................20
   3.7      Assets...............................................................................................21
   3.8      Obligations..........................................................................................21
   3.9      Operations Since The Latest Balance Sheet Date.......................................................22
   3.10     Accounts Receivable..................................................................................23
   3.11     Tangible Property....................................................................................23
   3.12     Real Property........................................................................................23
   3.13     Environmental Matters................................................................................23
   3.14     Software and Other Intangibles.......................................................................24
   3.15     Contracts............................................................................................28
   3.16     Registrations, Licenses and other SEC Matters........................................................29
   3.17     Employees and Independent Contractors................................................................32
   3.18     Employee Benefit Plans...............................................................................33
   3.19     Customers, Prospects and Suppliers...................................................................35
   3.20     Taxes................................................................................................37
   3.21     Proceedings and Judgments............................................................................38
   3.22     Insurance............................................................................................39
   3.23     Questionable Payments................................................................................39
   3.24     Related Party Transactions...........................................................................39
   3.25     Brokerage Fees.......................................................................................40
   3.26     Acquisition Proposals................................................................................40
   3.27     Full Disclosure......................................................................................40

SECTION 4.          Representations Of Buyer.....................................................................40
   4.1      Organization.........................................................................................40
   4.2      Authority; Non-Contravention.........................................................................40
   4.3      Brokerage Fees.......................................................................................41
   4.4      Investment...........................................................................................41
   4.5      Proceedings..........................................................................................41
   4.6      Consents.............................................................................................41

SECTION 5.          Certain Obligations Of the Parties Pending Closing...........................................41
   5.1      Access...............................................................................................41
   5.2      Conduct of Business..................................................................................42
   5.3      Interim Financial Statements.........................................................................43
   5.4      Parent's Circular....................................................................................43
   5.5      Certain Business Matters.............................................................................44
   5.6      Acquisition Proposals................................................................................45
   5.7      Consents.  Promptly following the date of this Agreement.............................................45
   5.8      Advice of Changes Amendments to Representations and Warranties.......................................45
   5.9      Best Efforts.........................................................................................46

SECTION 6.          Conditions To Closing........................................................................46

                                      iii
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                  (continued)
                                                                                                               PAGE


<S>                                                                                                              <C>

   6.1      Conditions to Buyer's Obligations....................................................................46
   6.2      Conditions to Seller's Obligations...................................................................47

SECTION 7.          Closing......................................................................................48
   7.1      Closing..............................................................................................48
   7.2      Seller's Obligations at the Closing..................................................................48
   7.3      Obligations of Buyer at Closing......................................................................50

SECTION 8.          Certain Obligations After Closing............................................................50
   8.1      Transition and Cooperation...........................................................................50
   8.2      Name Change Amendments...............................................................................51
   8.3      Berkeley Plan........................................................................................51

SECTION 9.          Final Tax Returns And Other Tax Matters......................................................51
   9.1      Periods Through the Closing Date.....................................................................51
   9.2      Periods Straddling the Closing Date..................................................................52
   9.3      Periods After the Closing Date.......................................................................52
   9.4      Audits...............................................................................................52
   9.5      Transfer Taxes.......................................................................................52
   9.6      Reportable Transaction Document Retention............................................................52
   9.7      Tax Disclosures......................................................................................53

SECTION 10.         Employees....................................................................................53
   10.1     Employees............................................................................................53
   10.2     Claims...............................................................................................53
   10.3     Future Employment....................................................................................54
   10.4     Employment Records...................................................................................54
   10.5     Employee Benefit Plans...............................................................................54

SECTION 11.         Restrictive Covenants of Seller, LPTI and Parent.............................................54
   11.1     Certain Acknowledgements.............................................................................54
   11.2     Nondisclosure Covenants..............................................................................55
   11.3     Noncompetition Covenants.............................................................................56
   11.4     Certain Exclusions...................................................................................56
   11.5     Enforcement of Covenants.............................................................................56
   11.6     Scope of Covenants...................................................................................57

SECTION 12.         Indemnification..............................................................................57
   12.1     Indemnification by Seller, LPTI and Parent...........................................................57
   12.2     Indemnification by Buyer.............................................................................58
   12.3     Indemnification Procedures...........................................................................58
   12.4     Limits on Indemnification............................................................................59
   12.5     Exceptions to Limitations............................................................................60
   12.6     Setoff and Holdback..................................................................................60

SECTION 13.         Termination..................................................................................60
   13.1     Termination..........................................................................................60
   13.2     Effect of Termination................................................................................61

SECTION 14.         Other Provisions.............................................................................61

                                       iv
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                  (continued)
                                                                                                               PAGE


<S>                                                                                                              <C>

   14.1     Confidentiality; Publicity...........................................................................61
   14.2     Fees and Expenses....................................................................................62
   14.3     Notices..............................................................................................62
   14.4     Survival.............................................................................................62
   14.5     Interpretation of  Representations...................................................................62
   14.6     Reliance by Buyer....................................................................................63
   14.7     Entire Understanding.................................................................................63
   14.8     Assignment...........................................................................................63
   14.9     Waivers..............................................................................................63
   14.10    Severability.........................................................................................63
   14.11    Counterparts.........................................................................................63
   14.12    Section Headings.....................................................................................64
   14.13    Scheduled Disclosures................................................................................64
   14.14    References...........................................................................................64
   14.15    Controlling Law......................................................................................64
   14.16    Jurisdiction and Process.............................................................................64
   14.17    Post Closing Actions by Acquired Companies...........................................................64
   14.18    No Third-Party Beneficiaries.........................................................................64
   14.19    Bankruptcy Qualification.............................................................................64
   14.20    Neutral Construction.................................................................................64

                                       v
</TABLE>
<PAGE>

EXHIBITS

EXHIBIT 2.5.1(b)(i)     Form of Seller's Assumption Agreement
EXHIBIT 2.5.1(b)(ii)    Form of Excluded Liabilities Escrow Agreement
EXHIBIT 3.17            Forms of Advisor's Agreements
EXHIBIT 3.19(a)         Form of Advisory Agreement
EXHIBIT 3.19(b)         Form of Brokerage Agreement
EXHIBIT 5.4(a)          Form of Parent's Circular to Shareholders
EXHIBIT 5.4(b)          Form of Parent's Information Statement on Schedule 14C
EXHIBIT 5.5(b)          Berkeley Assignment Fee Schedule
EXHIBIT 5.5(d)(i)       Form of Advisory Client Notification and Consent Letter
                        (Discretionary Accounts)
EXHIBIT 5.5(d)(ii)      Form of Advisory Client Notification and Consent Letter
                        (other Advisory Clients)
EXHIBIT 7.2.10          Form of Seller's Legal Opinion
EXHIBIT 7.2.14          Form of Holdback Escrow Agreement
EXHIBIT 7.3.6           Form of Guarantee


SCHEDULES

Schedule 3.1            Organization
Schedule 3.2            Authority/Non-Contravention/Consents.
SCHEDULE 3.3            Capital Stock and Ownership
Schedule 3.4(b)         Corporate Records
SCHEDULE 3.4(c)         Financial Records
Schedule 3.5            Compliance with Laws; Permits.
Schedule 3.6            Financial Statements
Schedule 3.7(a)         Assets
SCHEDULE 3.7(b)         Tangible Property and Capitalized Software
SCHEDULE 3.7(d)         Other Assets
Schedule 3.8            Obligations
Schedule 3.9            Operations Since the Latest Balance Sheet Date
Schedule 3.11           Tangible Property
SCHEDULE 3.12           Real Property
Schedule 3.14(a)        Owned Seller Software
SCHEDULE 3.14(b)        Intellectual Property Rights
SCHEDULE 3.14(c)        Title to Software and LPAS Intellectual Property
SCHEDULE 3.14(h)        Source Code Escrow Arrangements
SCHEDULE 3.14(f)        Uses of Owned Seller Software or Owned Intellectual
                        Property
SCHEDULE 3.14(i)        Enforceability of Contracts relating to Software or
                        Intellectual Property Rights
SCHEDULE 3.14(j)        Owned Seller Software
SCHEDULE 3.14(k)        Unauthorized Access to Software
SCHEDULE 3.14(l)        Domain Names
<PAGE>

SCHEDULE 3.14(n)        Databases
SCHEDULE 3.14(p)        Linking
SCHEDULE 3.14(q)        Integrity and Confidentiality of Software
SCHEDULE 3.15           Contracts
Schedule 3.16(a)        LP Securities Registrations
SCHEDULE 3.16(b)        LPAS Registrations
SCHEDULE 3.17           Employees , Sales Representatives and Independent
                        Contractors
SCHEDULE 3.18           Employee Benefit Plans
SCHEDULE 3.19(a)        Advisory Clients of LPAS
SCHEDULE 3.19(b)        Brokerage Clients of LP Securities
Schedule 3.19(c)        Institutional Clients and Prospects
SCHEDULE 3.19(d)        Customer Complaints
SCHEDULE 3.19(e)        Limited Source Suppliers
Schedule 3.20           Tax Returns
Schedule 3.21           Proceedings and Judgments
Schedule 3.22           Insurance Policies
SCHEDULE 3.24           Related Party Transactions
SCHEDULE 10.1           Terminated Employees