<PAGE>   1
                              DATED 9th MARCH, 1998

                       MULTISOFT FINANCIAL SYSTEMS LIMITED

                                      and

                               THE SAGE GROUP PLC

                                       and

                              IBIS SYSTEMS LIMITED

                               -------------------
                               AMENDMENT AGREEMENT
                               -------------------

                                  ALLEN & OVERY
                                     LONDON

                                   C3:117758.1
<PAGE>   2

THIS AGREEMENT is made on    , 1998

BETWEEN:

(1)   MULTISOFT FINANCIAL SYSTEMS LIMITED (registered number 2488578) whose
      registered office is at Cross & Pillory House, Cross & Pillory Lane,
      Alton, Hants GU34 1HL (the "Seller");

(2)   THE SAGE GROUP PLC (registered number 2231246) whose registered office is
      at Sage House, Benton Park Road, Newcastle-upon-Tyne NE7 712 (the
      "Guarantor"); and

(3)   IBIS SYSTEMS LIMITED (registered number 3410598) whose registered office
      is at 2 Twyford Place, Lincoln's Inn, Cressex, High Wycombe.
      Buckinghamshire HP12 3RE (the "Purchaser")

WHEREAS:

The Seller, the Guarantor and the Purchaser have today entered into an agreement
(the "Agreement) for the sale of the Business (as defined in the Agreement) and
have agreed to make certain amendments to the terms of the Agreement.

1T IS AGREED as follows:

1.    All words and expressions defined in the Agreement shall have the same
      meaning in this agreement unless the context otherwise requires.

2.    In consideration of the payment of (pound) 1 by the Purchaser to the
      Seller, receipt of which is acknowledged by execution of this agreement,
      the parties agree that the Agreement shall be amended as follows:

      (i)   the definition of "Contracts" in the Agreement shall be deleted and
            the following definition shall be substituted:

            "Contracts" means all contracts and engagements entered into or
            orders made before the Effective Time by or on behalf of the Seller
            with customers in connection with the Business relating to software
            support (but not sale or supply) and to bespoke modifications (other
            than as provided under clause 2(5)) which remain (in whole or in
            part) to be performed at or after the Effective Time;"

      (ii)  the word "Completion" in the definition of "Debts" shall be deleted
            and substituted by the words "the Effective Time".

      (iii) the words "an irrevocable royalty-free" shall be added after the
            word "Purchaser" in clause 2(4) of the Agreement.

      (iv)  additional sub-clauses (9) and (10) be added to clause 5 of the
            Agreement in the following terms:


<PAGE>   3

                                        2


            "5(9) Save for such liabilities as the Purchaser agrees expressly to
                  assume under this agreement, the Purchaser shall not assume
                  any liability of or relating to the Business in existence at
                  the Effective Time and the Seller agrees to indemnify the
                  Purchaser in respect of any such liability

            5(10) The Purchaser agrees to indemnify the Seller in respect of
                  any liability of or relating to the Business which the
                  Purchaser assumes under this Agreement or which arises after
                  the Effective Time."

      (v)   an additional sentence be added to clause 7(2) as follows:

            "For the avoidance of doubt the Purchaser shall not be precluded
            from providing services to customers and selling software supplied
            by parties other than the Seller's Group."

      (vi)  an additional sub-clause (9) be added to clause 7 of the Agreement
            in the following terms:

            "7(9) The Seller undertakes that, so far as it is aware (other than
                  John Jackman, a former employee of the Seller), it has not,
                  and undertakes that it will not in the future, disclose to any
                  third party the list or any part thereof) of Direct Customers
                  and that it will keep confidential such information as the
                  Seller maintains concerning the direct Customers (Save as
                  required by law or regulation or for the purposes of any form
                  of audit or disclosure to authority)."

      (vii) an additional sub-clause (10) be added to clause 7 of the Agreement
            in the following terms:

                  "The RRP used to calculate the amount payable by the Purchaser
                  to the Seller in respect of the Computer Software and Products
                  under this Agreement shall not include any amount payable in
                  respect of NRG report writing software and, for the avoidance
                  of doubt, sub-clause 7(3) shall not apply to the NRG report
                  writing software.'

      (viii) an additional paragraph 7.2 be added to section 7 of Schedule 5 to
            the Agreement:

                  "7-2 Litigation

                  The Seller is not engaged in any litigation or arbitration
                  proceedings as plaintiff or defendant and no such proceedings
                  have been threatened in the past 12 months in writing against
                  the Seller, in each case. relating to the Business and which
                  would be material in the context of the Business taken as a
                  whole."

            3.    the provisions of clauses 18 and 19 of the Agreement shall be
                  deemed to apply mutatis mutandis to this agreement as if set
                  out in full in this agreement

            (4.)  This agreement shall be construed in accordance with English
                  law. The parties submit to the jurisdiction of the English
                  courts for all purposes relating to this agreement


                                        3

       AS WITNESS the hands of the duly authorised representatives of the
       parties on the date which first appears on page one.


<PAGE>   4

SIGNED BY                )
for and On behalf of     )
MULTISOFT FINANCIAL      )  [ILLEGIBLE]
SYSTEMS LIMITED          )
in the presence of:      )

SIGNED BY                )
for and on behalf of     )  [ILLEGIBLE]
IBIS SYSTEMS LIMITED     )
in the presence of:      )

SIGNED BY                )
for and on behalf of     )  [ILLEGIBLE]
THE SAGE GROUP PLC       )
in the presence of:      )

<PAGE>   5

                              DATED 9th March, 1998

                       MULTISOFT FINANCIAL SYSTEMS LIMITED

                                       and

                               THE SAGE GROUP PLC
                                       and

                              IBIS SYSTEMS LIMITED

                           --------------------------
                           SALE OF BUSINESS AGREEMENT
                           --------------------------

                                  ALLEN & OVERY
                                     London


<PAGE>   6

                                    CONTENTS


Clause                                                                   Page

1.    Interpretation ..................................................   1
2.    Sale of Business ................................................   3
3.    Excluded Assets .................................................   5
4.    Consideration ...................................................   5
5.    Apportionments ..................................................   6
6.    Contracts .......................................................   7
7.    Reseller Agreement ..............................................   8
8.    Product Warranty Claims .........................................   9
9.    Debts and Creditors .............................................  10
10.   Completion ......................................................  10
11.   Warranty ........................................................  11
12.   Employees .......................................................  12
13.   Pensions ........................................................  16
14.   Sales Literature ................................................  16
15.   Announcements ...................................................  16
16.   Value Added Tax .................................................  16
17.   Interest ........................................................  16
18.   Notices .........................................................  17
19    General .........................................................  18
20.   Whole Agreement .................................................  19
21.   Governing Law ...................................................  19
22.   Guarantee .......................................................  19
23.   Source Code Deposit .............................................  19

Schedules

1.    Computer Equipment and Computer Software ........................  20
2.    Transferred Equipment and Licensed Software .....................  22
3.    Direct Customers ................................................  23
4.    Employees .......................................................  24
5.    Warranties ......................................................  26
6.    Orphan Customers ................................................  29

Appendices
1.    Reseller Agreement ..............................................  30
2     Licence to Occupy ...............................................  31
3.    Guarantee .......................................................  32

Signatories ...........................................................  33

<PAGE>   7

THIS AGREEMENT is made on         , 1998

BETWEEN:

(1)   MULTISOFT FINANCIAL SYSTEMS LIMITED (registered number 2488578) whose
      registered office is at Cross & Pillory House, Cross & Pillory Lane,
      Alton, Hants GU34 1HL (the "Seller");

(2)   THE SAGE GROUP PLC (registered number 2231246) whose registered office is
      at Sage House, Benton Park Road, Newcastle-upon-Tyne, NE7 7LZ (the
      "Guarantor"); and

(3)   IBIS SYSTEMS LIMITED (registered numbered 3410598) whose registered office
      is at 2 Twyford Place, Lincoln's Inn, Cressex, High Wycombe,
      Buckinghamshire HP12 3RE (the "Purchaser").

WHEREAS:

(A)   The Seller carries on the Business (as defined below)

(B)   The Seller wishes to sell and the Purchaser wishes to purchase the
      goodwill and certain assets of the Business with a view to carrying on the
      Business as a going concern in succession to the Seller on the terms and
      subject to the conditions set out in this agreement.

(C)   The Guarantor is the parent company of the Seller and has agreed to
      guarantee the Seller's obligations hereunder in accordance with the
      Guarantee (as defined below).

IT IS AGREED as follows:

1.    INTERPRETATION

(1)   In this agreement:

      "Accounts Date" means the date to which the Seller's last filed accounts
      have been prepared namely 30th September, 1996;

      "Agreed Form" means the documents in the form agreed between the parties
      and initialled by them or on their behalf on or before the date of this
      agreement;

      "Assets" means the several assets to be sold by the Seller to the
      Purchaser under this agreement and described in clause 2(1);

      "Business" means the business of supplying computer software and support
      services exclusively to the Direct Customers and the business of supplying
      bespoke software modifications to customers whether or not such customers
      are Direct Customers carried on by the Seller at the Effective Time;

      "Completion" means completion of the sale and purchase of the Assets in
      accordance with clause 10;


<PAGE>   8

                                       2

      "Computer Equipment" means that equipment listed in part A of Schedule
      other than that equipment which is not used in the Business;

      "Computer Software" means that computer software listed in part B of
      Schedule 1;

      "Consideration" means (pound)3,863,000;

      "Contracts" means all contracts and engagements entered into or orders
      made before Completion by or on behalf of the Seller in connection with
      the Business which remain (in whole or in part) to be performed at
      Completion;

      "Creditors" means the aggregate amount owing by the Seller in connection
      with the Business to or in respect of trade creditors and accrued charges
      as recorded in the books of account of the Business at the Effective Time;

      "Debts" means (i) any debts or other sums due or payable to the Seller in
      connection with the Business at Completion, (ii) any debts or other sums
      which become due or payable to the Seller after Completion in connection
      with goods supplied or services performed in connection with the Business
      prior to Completion; and (iii) any interest payable on those debts or
      other sums,

      "Direct Customers" means those customers listed in Schedule 3;

      "Disclosure Letter" means the letter of the same date as this agreement
      from the Seller to the Purchaser in which certain matters are disclosed
      that relate to the Warranties in Schedule 5;

      "Effective Time" means the close of business on 2nd March, 1998;

      "Employees" means those individuals employed by the Seller in the Business
      and named in Schedule 4;

      "Employment Regulations" means the Transfer of Undertakings (Protection of
      Employment) Regulations 1981;

      "Goodwill" means the goodwill of the Seller in relation to the Business
      with the exclusive right for the Purchaser or its assignee to represent
      itself as carrying on the Business in succession to the Seller, but
      excluding any goodwill attaching to Intellectual Property in the Business;

      "Guarantee" means the deed in the form attached as Appendix 3;

      "Information" means all information owned by the Seller and in the
      Seller's possession and reasonably required for the operation of the
      Business including information relating to the supply of materials to the
      Business and to the marketing of any products or services supplied by the
      Business, including (to the extent they exist) customer names and lists,
      sales targets. sales statistics, marketing surveys and reports, marketing
      research, all training manuals and other materials relating to training of
      customers or Employees on the Computer Software and any advertising or
      other promotional materials and all material records and the database
      relating exclusively to material modifications to the Computer Software
      carried out for Direct Customers:

<PAGE>   9

                                       3

      "Intellectual Property" means all patents, design rights, copyrights,
      trade marks, service marks, trade names and all other intellectual
      property rights of any nature whatsoever throughout the world whether
      registered or unregistered and including all applications and rights to
      apply for any of the same;

      "Liabilities" means the liabilities of the Business (other than the
      Creditors) in respect of a matter relating to the Business which has
      arisen before the Effective Time but excluding any liability arising
      after the Effective Time;

      "Licence to Occupy" means the agreement in the form attached as Appendix
      2;

      "Licensed Software" means the software licensed from third parties,
      required for the Business and used exclusively in the Business set out in
      Schedule 2, Part B;

      "License Codes" means the codes issued by the Seller required by the
      Direct Customers in order to obtain access to and use the Computer
      Software;

      "Orphan Customers" means the customers set out in Schedule 6;

      "Purchaser's Solicitors" means Beale & Co of Garrick House, 27-32 King
      Street, Covent Garden, London, WC2E 8JD; 5

      "Reseller Agreement" means the agreement in the form attached as
      Appendix I;

      "Seller's Group" means The Sage Group plc and its subsidiaries;

      "Seller's Solicitors" means Allen & Overy of One New Change, London EC4M
      9QQ;

      "subsidiary" means a subsidiary as defined in the Companies Act 1985
      (s.736);

      "Transferred Equipment" means the equipment set out in Schedule 2, Part A;

      "VAT" means value added tax; and

      "Warranties" means the warranties of the Seller contained in this
      agreement.

(2)   Words denoting a person shall include a body corporate, and vice versa;
      words denoting the singular include the plural and vice versa;

(3)   Subclauses (1) and (2) above apply unless the contrary intention appears.

(4)   The headings in this agreement do not affect its interpretation.

2.    SALE OF BUSINESS

(1)   Subject to the terms and conditions of this agreement the Seller shall
      sell with full title guarantee (save in respect of the Transferred
      Equipment which is subject to hire purchase and I the Contracts) and the
      Purchaser shall purchase the following assets with a view to the Purchaser
      carrying on the Business from the Effective Time as a going concern in
      succession to the Seller:

<PAGE>   10

                                       4

      (a)   the Goodwill;

      (b)   the Transferred Equipment;

      (c)   the benefit (subject to the burden) of the Contracts;

      (d)   the Information;

      (e)   copies of all records and other documents relating exclusively to
            the Business (other than the value added tax records referred to in
            clause 16) including copies of payroll records, income records,
            records of national insurance and PAYE relating to all Employees
            duly completed and up to date; and

      (f)   the Computer Equipment.

(2)   The Seller shall sell the Assets and property and risk in those Assets
      shall vest in the Purchaser as from the Effective Time.

(3)   The Seller and the Purchaser agree that, for the duration of the Licence
      to Occupy, the Seller I shall be granted by the Purchaser reasonable
      access to the Computer Equipment (and any Computer Software used on it) to
      the extent that such Computer Software and Computer Equipment is required
      by the Seller to operate its business. The Seller and Purchaser agree to I
      co-operate fully to ensure that any computer equipment which is not used
      in the Business is identified before the termination of the Licence to
      Occupy and (without cost to the Purchaser) that the Purchaser co-operates
      to ensure that the Seller is able to continue its remaining business
      after the end of this access period.

(4)   The Seller shall grant the Purchaser a non exclusive non-transferable
      licence in the UK to use, copy and modify the training manuals relating
      to the Computer Software contained in the Information.

(5)   The Seller agrees that, notwithstanding anything in this agreement it will
      provide the services relating to training, consultancy, installation and
      data conversion (the "Services") to Direct I Customers to the extent that:

      (a)   it has agreed with Direct Customers before the Effective Time that
            such Services will be provided;

      (b)   those Services have not been fully provided before the Effective
            Time; and

      (c)   those Services are due to be provided in the 3 month period
            following the Effective Time.

(6)   In relation to the Services which the Seller is to provide pursuant to
      subclause 2(5) above the Seller agrees it will pay the cost of providing
      the Services, including the costs, if any, in relation to subcontracted
      work carried out for this purpose.

<PAGE>   11

                                        5

(7)   For the avoidance of doubt, any additional Services which are required by
      the Direct Customers which are not within the terms of subclause 2(5)
      above shall be provided at the Purchaser's expense and the Seller agrees
      to refer any requests for such Services promptly to the Purchaser.

3.    EXCLUDED ASSETS

      Nothing in this agreement shall operate to transfer any assets or rights
      of the Seller or any of its subsidiaries other than those specifically
      referred to in clause 2(1) and without limiting the generality of the
      foregoing there shall be expressly excluded and excepted from the sale and
      purchase and nothing in this agreement shall operate to transfer to:

      (a)   the statutory books and records of the Seller; or

      (b)   the Debts; or

      (c)   any prepayments or debts or other sums to become due to the Seller
            after Completion in connection with goods invoiced prior to such
            time including, for the avoidance of doubt, any accrued income
            provisions; or

      (d)   any cash in hand or at bank or bills receivable; or

      (e)   any Intellectual Property of the Seller including, without
            limitation, any Intellectual Property rights in the Computer
            Software; or

      (f)   without prejudice to (e) above, the right to use the names
            "Multisoft", "Sage" and "Sage Multisoft"; or

      (g)   the benefit of any insurance effected by or on behalf of the Seller;
            or

      (h)   the premises, land or buildings of the Seller.

4.    CONSIDERATION

(1)    The Consideration shall be allocated as follows:

      (a)   for the Goodwill, the sum of (pound)3,766,033;

      (b)   for the Transferred Equipment and Computer Equipment, the sum
            of (pound)96,966;

      (c)   for the benefit (subject to the burden) of the Contracts, the
            Purchaser's covenant in clause 6(1);

      (d)   for the remaining items in clause 2(1) the sum of (pound)l.

(2)   The Consideration shall be paid in full on Completion in immediately
      available funds to the account of the Seller at:

<PAGE>   12

                                       6

           Bank:           Lloyds Bank plc, Haymarket, Newcastle-upon-Tyne
           sort code:      30-90-50
           account number: 0649109

      or such other account as the Seller may specify.

5.    APPORTIONMENTS

(1)   Subject to the provisions of the Licence to Occupy, all rents, rent
      charges, rates, insurance premiums, gas, water, electricity and telephone
      charges, royalties and other outgoings relating to or payable or accruing
      in respect of the Business down to the Effective Time shall be borne by
      the Seller and as from the Effective Time shall be borne by the Purchaser
      and all maintenance and support charges, lease payments, royalties and
      other periodical payments receivable or accruing in respect of the
      Business down to and including the Effective Time shall belong to the
      Seller and as from the Effective Time shall belong to the Purchaser. Those
      outgoings and amounts receivable shall if necessary be apportioned
      accordingly provided that all outgoings specifically referable to the
      extent of the use of any property or rights shall be apportioned according
      to the extent of such user.

(2)   The Seller and the Purchaser agree that the amount of prepayments paid by
      the Direct Customers or invoiced by the Seller prior to the Effective Time
      under Contracts in respect of renewal periods of Contracts where the
      maintenance obligation has started before the Effective Time and which are
      continuing in whole or in part after the Effective Time or where the
      maintenance obligation commences after the Effective Time is
      (pound)863,000 (net of VAT) ("Prepayments"). The Purchaser shall, on
      Completion, issue an invoice to the Seller for the Prepayments (including
      a valid VAT invoice) and the Prepayments and VAT thereon shall be paid by
      the Seller to the Purchaser on receipt of that invoice at the same time as
      payment is made by the Purchaser under clause 4(2).

(3)   If the Seller pays the Purchaser an amount in respect of VAT under clause
      5(2) and Customs determine at any time that all or part of it was not
      properly chargeable, the Purchaser shall repay the amount or relevant part
      of it to the Seller. The Purchaser shall make the repayment promptly after
      the determination. For the purposes of this clause, Customs shall be taken
      to have determined that an amount of VAT was not properly chargeable if
      the Seller or the representative member of the group of companies of which
      the Seller is a member for the purposes of VAT is unable to obtain credit
      for such VAT as input tax (whether by way of credit or actual repayment)
      in the relevant VAT accounting period of the Seller in which the invoice
      is raised and the Seller agrees to use the invoice in its current VAT
      period. The Purchaser shall also pay to the Seller forthwith any interest,
      penalty, charge or other amount required to be paid by Customs as a result
      of its determination that any VAT paid under clauses 5(2) was not properly
      chargeable.

(4)   All salaries, wages and other emoluments and all contributions for which
      the Seller is liable as an employer in respect of any employee under any
      contractual or statutory obligation (including all income tax deductible
      under P.A.Y.E. for which the Seller is accountable and all employer's
      contributions to the Seller's Pension Scheme and all other normal
      employment costs in respect of the Employees) shall be borne by the Seller
      down to the Effective Time and thereafter by the Purchaser and shall if
      necessary be apportioned accordingly.

(5)   Sums payable periodically shall be apportioned by charging or allowing:

<PAGE>   13

                                        7

      (a)   for any payment period entirely attributable to one party, the whole
            of the instalment payable for that period;

      (b)   for any part of a payment period, a proportion on an annual basis.

(6)   If any sum payable in respect of any period falling wholly or partly prior
      to the Effective Time has not been quantified or has not been notified to
      the Seller, a reasonable provisional apportionment shall be made on the
      basis of the best estimate available.

(7)   Upon the amount referred to in subclause 5(6) being quantified or notified
      a final apportionment shall be made and the relevant party shall, within 7
      days, make an appropriate balancing payment to the other party.

(8)   The net amount (if any) payable by or to either party under this clause
      shall be agreed between the parties within 7 days after the Effective Time
      and failing such agreement shall be determined by an independent
      accountant to be agreed between the parties or, if they cannot agree on
      one within 14 days after the end of such period, to be appointed on
      application of either party by the President for the time being of
      Institute of Chartered Accountants in England and Wales.

6.    CONTRACTS

(1)   As part of the consideration for the sale and purchase of the Assets the
      Purchaser shall:

      (a)   accept assignments from the Seller of or join with the Seller in
            procuring a novation of the Contracts;

      (b)   carry out, perform and discharge all the obligations and liabilities
            created by or arising under the Contracts except for any material
            obligations and liabilities attributable to a breach on the part of
            the Seller prior to the Effective Time and except in relation to
            those obligations and liabilities to carry out the work referred to
            under clause 2(5).

(2)   The Purchaser shall indemnify the Seller against all actions, proceedings,
      costs, damages, claims and demands in respect of any failure on the part
      of the Purchaser to carry out, perform and discharge all the obligations
      and liabilities created by or arising under the Contracts (except as
      provided under 6(1)(b)) to the extent that they fall to be carried out,
      performed and discharged after the Effective Time. The Seller shall
      indemnify the Purchaser against all actions, proceedings, costs, damages,
      claims and demands in respect of any failure on the part of the Seller to
      carry out, perform and discharge all the obligations and liabilities
      created by or arising under the Contracts in the period up to the
      Effective Time to the extent that they fall to be carried out, performed
      and discharged up to the Effective Time.

(3)   Insofar as the benefit or burden of any of the Contracts cannot
      effectively be assigned to the Purchaser except by an agreement or
      novation with, or consent to the assignment from, the person, firm or
      company concerned:

      (a)   the Seller shall at the Purchaser's request and expense use all
            reasonable endeavours with the co-operation of the Purchaser to
            procure such novation or assignment;

<PAGE>   14

                                        8

      (b)   until the Contract is novated or assigned the Seller shall hold it
            and also the benefits arising under it in trust for the Purchaser
            absolutely and the Purchaser shall (if such sub-contracting is
            permissible and lawful under the Contract), as the Seller's
            subcontractor, perform all the obligations of the Seller under the
            Contract to be discharged after Completion and shall indemnify the
            Seller against all actions, proceedings, costs, damages, claims and
            demands in respect of any failure on the part of the Purchaser to
            perform those obligations; and

      (c)   until the Contract is novated or assigned the Seller shall (so far
            as it lawfully may) give all reasonable assistance to the Purchaser
            (at the Purchaser's request and expense) to enable the Purchaser
            to enforce its rights under the Contract.

(4)   For the purpose of obtaining the effective assignment of the Contracts to
      the Purchaser the Seller and the Purchaser agree to notify together in
      writing the Direct Customers on or as soon as practicable after the
      Effective Time (in such form as both parties shall agree) of the
      assignment of each Direct Customer's Contracts to the Purchaser to the
      extent the same are assignable to the Purchaser without the relevant
      Direct Customer's prior written consent.

(5)   The Seller agrees that it shall, at the Purchaser's request and expense,
      use all reasonable endeavours with the co-operation of the Purchaser to
      procure the assignment to the Purchaser of the right to use the Licensed
      Software following Completion to the extent that it is assignable and used
      exclusively for the Business. Following any such assignment, the Purchaser
      shall undertake to perform and discharge all of the obligations and
      liabilities relating to the Licensed Software imposed by any third party
      including the owner of Licensed Software save for any that relate to the
      period up to the Effective Time. For the avoidance of doubt, clauses 6(2)
      and 6(3) above shall apply mutatis mutandis to the Licensed Software.

7.    RESELLER AGREEMENT

(1)   The Seller and the Purchaser agree that from the Effective Time the
      Reseller Agreement shall be deemed to apply mutatis mutandis in respect of
      the Direct Customers as if those Direct Customers were "Customers" as
      defined under the Reseller Agreement. In the event of any conflict or
      inconsistency between the provisions of the Reseller Agreement and this
      Agreement the provisions of this Agreement shall take precedence. The
      following clauses 7(1) to 7(8) inclusive shall be read in conjunction with
      the Reseller Agreement.

(2)   After the Effective Time the Purchaser, in accordance with the Reseller
      Agreement, undertakes to the Seller that the Purchaser will provide the
      Direct Customers with services and software supplied by the Seller's
      Group and provide the Direct Customers with a full and professional
      service and will respond to all requests for information and assistance
      from Direct Customers in an efficient and timely manner.

(3)   The Purchaser and the Seller agree that with effect from the Effective
      Time the Seller shall charge the Purchaser and the Purchaser shall pay the
      Seller's recommended retail price ("PRP") in respect of the Computer
      Software and the Products (as defined in the attached Reseller Agreement
      (as amended)) less a discount as follows:

      (a)   60% of the RRP in respect of the initial licence of any Computer
            Software or the Products in respect of the Direct Customers.

<PAGE>   15

                                        9

      (b)   70% of the RRP in respect of annual licence fees payable in respect
            of Direct Customers' continued use of the Computer Software or the
            Products.

      All payments shall be made by the Purchaser within 30 days of the Seller's
      invoice in respect of the relevant amounts.

(4)   All payments required to be made by the Purchaser to the Seller under the
      Reseller Agreement shall be made in pounds sterling to a bank account
      nominated by the Seller.

(5)   The actual payment of all amounts due under the Reseller Agreement is of
      the essence to the agreement. The Purchaser shall in addition pay to the
      Seller interest on any overdue payment calculated on a daily basis at a
      rate of 2 per cent. (2%) per annum above the National Westminster Bank
      plc's base rate from time to time in force from the due date until the
      date of actual payment, and interest shall accrue before as well as after
      any payment.

(6)   For the purpose of assuring to the Purchaser the full value and benefit of
      the Business acquired under this agreement the Seller undertakes to the
      Purchaser that for a period of 5 years after the Effective Time the Seller
      will issue the License Codes only to the Purchaser or to one of its
      subsidiaries and shall not issue nor purport to issue the License Codes to
      anyone else during this period. The Seller and the Guarantor further agree
      that during such period neither of them will deal direct with Direct
      Customers or Orphan Customers or knowingly authorise any third party to
      deal with Direct Customers or Orphan Customers in so far as such dealings
      relate to software products or services provided by the Seller or the
      Guarantor and shall promptly refer to the Purchaser all enquiries from
      Direct Customers or Orphan Customers relating to the Business and assign
      all orders relating to the Business which the Seller or the Guarantor may
      in the 5 year period receive from Direct Customers or Orphan Customers.

(7)   The Seller agrees that the RRP on which annual licence fees under claues
      7(3)(b) above to Direct Customers have been calculated in the Business
      immediately prior to the Effective Time shall for a period of 5 years from
      the date of this Agreement not be reduced and, if increased, shall not be
      increased above the percentage increase in the Retail Prices Index from
      time to time.

(8)   The Seller and the Purchaser agree that all the provisions of the Reseller
      Agreement shall remain confidential between the parties and shall remain
      confidential notwithstanding any termination of this agreement or the
      Reseller Agreement.

8.    PRODUCT WARRANTY CLAIMS

(1)   If any warranty or guarantee claims arise after the Effective Time in
      respect of any item of Computer Equipment supplied by the Seller to a
      Direct Customer in connection with the Business before the Effective Time
      (other than any equipment originally supplied by the Purchaser) then,
      while the Seller shall be liable as against the relevant claimant and
      shall indemnify the Purchaser accordingly, the Purchaser shall, if so
      requested by the Seller, either: (a) carry out or provide any repairs or
      replacements at the Purchaser's normal rates or price current at the time
      of repair or replacement at the Seller's cost; or (b) allow provide any
      repair or replacement to the claimant (either directly, subcontractors or
      agents).

<PAGE>   16

                                       10

(2)   The Purchaser shall notify the Seller of any claim made after the
      Effective Time to which subclause (1) applies and before taking any action
      which may result in it claiming payment from the Seller under this clause
      the Purchaser shall obtain the written approval of the Seller as to: (a)
      the services to be supplied or goods to be provided to meet the claim; and
      (b) the charge, if any, to be made by the Purchaser for those services or
      goods.

(3)   If any malfunctions in respect of any Computer Software supplied by the
      Seller to a Direct Customer in connection with the Business before the
      Effective Time arise after the Effective  Time and require software
      support or maintenance then the Seller shall provide to the Purchaser such
      support or maintenance on the terms of the Reseller Agreement.

(4)   Subject to the terms of this agreement and the Reseller Agreement, the
      Purchaser shall be responsible for any warranty or guarantee claim arising
      in respect of any item supplied in connection with the Business at any
      time after the Effective Time and the Purchaser shall indemnify the Seller
      against all actions, proceedings, costs, damages, claims and demands in
      respect of every such claim.

(5)   Subject to the terms of this agreement and the terms of the Reseller
      Agreement, the Purchaser shall be responsible for all support services
      required after the Effective Time in respect of any Computer Software
      supplied in connection with the Business whether such supply was made
      before or after the Effective Time and the Purchaser shall indemnify the
      Seller against all actions, proceedings, costs, damages, claims and
      demands in respect of the provision of, or failure to provide, such
      support services.

9.    DEBTS AND CREDITORS

(1)   The Seller shall collect the Debts for its own account and the Purchaser
      shall give all reasonable assistance to the Seller to enable the Seller to
      collect the Debts.

(2)   The Seller shall use all reasonable endeavours to collect promptly all
      Debts.

(3)   The Purchaser shall account to the Seller for any Debts paid to it within
      14 days of receipt in accordance with subclause (4).

(4)   Any sums received by the Purchaser in respect of any of the Debts shall be
      held on trust by the Purchaser for the Seller. The Purchaser shall pay all
      such sums to an account nominated by the Seller and shall provide the
      Seller with a schedule setting out details of all Debts received by it, on
      a fortnightly basis.

(5)   The Seller shall discharge the Creditors and Liabilities and shall
      indemnify the Purchaser against all costs, claims, demands and liabilities
      in respect of them other than in each case any liabilities which the
      Purchaser has agreed to perform or discharge expressly in this or in any
      other agreement in writing with the Seller.

10.   COMPLETION

(1)   Completion shall take place at the Seller's Solicitor's offices on
      Thursday, 5th March, 1998.

(2)   On Completion:

<PAGE>   17

                                               11

      (a)   the Seller shall let the Purchaser into possession of the Assets;

      (b)   the Purchaser shall pay to the Seller the sum of (pound)3,863,000;
            and

      (c)   the parties shall execute the Licence to Occupy; and

      (d)   the Guarantor shall execute the relevant Guarantee; and

      (e)   the Seller shall, on receipt of the invoice outlined in clause 5(2)
            above, pay to the Purchaser the sum of (pound)863,000 plus VAT.

(3)   The Seller and the Purchaser shall each provide the other upon request
      with full and free access (including the right to take copies) during
      usual business hours to the books, accounts and records of the Business to
      be held by each of them after Completion and which relate to the period
      up to Completion.

11. WARRANTY

(1)   The Purchaser shall take the Assets and the Licensed Software (to the
      extent it is assigned) in the condition in which they are and no warranty
      or assurance is given or implied as to their condition, quality or
      fitness save as specified in this agreement.

(2)   The Purchaser shall satisfy itself by carrying out such tests as are
      necessary that the Assets are I safe and without risk to health before
      they are put to use at work.

(3)   Save as provided under clause 8 the Seller gives no warranty or
      representation that the Direct Customers will remain customers of the
      Business after the Effective Time.

(4)   The Purchaser warrants that it has, or will have following Completion, the
      capacity and facilities to service the Direct Customers in accordance with
      the requirements of clause 7(2) and its obligations under the Reseller
      Agreement.

(5)   The Seller warrants to the Purchaser that, save, as fairly set out or
      referred to in the Disclosure Letter, the Warranties set out in Schedule 5
      are true and accurate in all material respects;

(6)   The rights and remedies of the Purchaser in respect of any breach of the
      Warranties shall not be affected by completion of the purchase of the
      Business.

(7)   The Purchaser acknowledges and agrees that:

      (a)   the Warranties set out in this clause and Schedule 5 to this
            agreement are the only representations, warranties or other
            assurances of any kind given by or on behalf of the Seller and on
            which the Purchaser may rely in entering into this agreement;

      (b)   no other statement, promise or forecast made by or on behalf of the
            Seller may form the basis of, or be pleaded in connection with, any
            claim by the Purchaser under or in connection with this agreement;

<PAGE>   18

                                       12

      (c)   any claim by the Purchaser or any person deriving title from it in
            connection with the Warranties (a "Warranty Claim") shall be subject
            to the following provisions of this clause; and

      (d)   at the time of entering into this agreement it is not aware of any
            matter or thing which is inconsistent with the Warranties or
            constitutes a breach of any of them.

(8)   The liability of the Seller under or in respect of the Warranties shall be
      limited as follows:

      (a)   there shall be disregarded for all purposes any breach of the
            Warranties in respect of which the amount of the damages to which
            the Purchaser would otherwise be entitled is less than (pound)7,500;

      (b)   the Purchaser shall not be entitled to recover any damages in
            respect of any breach or breaches of the Warranties unless the
            amount of damages in respect of such breach or breaches exceeds in
            aggregate the sum of (pound)75,000;

      (c)   the maximum aggregate liability of the Seller in respect of all and
            any Warranty Claims shall not exceed (pound)3,000,000.

(9)   The Purchaser shall not be entitled to make any Warranty Claim in respect
      of anything arising from any transaction, matter or thing fairly disclosed
      in the Disclosure Letter;

(10)  If the Purchaser or any of the Companies becomes aware of a matter which
      could give rise to a Warranty Claim the Seller shall not be liable in
      respect of it unless notice of the relevant facts is given by the
      Purchaser to the Seller as soon as reasonably practicable and in any event
      within 3 months of the Purchaser becoming aware of those facts.

(11)  The Seller shall cease to have any liability under or in respect of the
      Warranties 12 months after the Effective Time except in respect of a
      Warranty Claim of which the Purchaser gives notice to the Seller before
      the relevant date and in accordance with subclause (10) above but the
      liability of the Seller in respect of any Warranty Claim shall absolutely
      terminate if I proceedings in respect of it have not been commenced
      within twelve months of service of notice of that Warranty Claim.

(12)  Any payment made by the Seller in respect of a breach of the Warranties
      shall be deemed to be a reduction in the consideration for the sale of the
      Assets.

(13)  The provisions of this clause shall have effect notwithstanding any other
      provisions of this agreement.

12.   EMPLOYEES

(1)   The Seller and the Purchaser acknowledge and agree that under the
      Employment Regulations the contracts of employment between the Seller
      and the Employees will have effect after the Effective Time as if
      originally made between the Purchaser and the Employees. On or as soon as
      practicable after the Effective Time the Seller and the Purchaser shall
      jointly issue to each Employee a notice in the Agreed Form.


<PAGE>   19

                                       13

(2)   The Seller shall discharge all its obligations in respect of the Employees
      up to the Effective Time and shall indemnify the Purchaser against all
      liabilities arising from the Seller's failure to do so.

(3)   The Purchaser shall on and from the Effective Time discharge all the
      obligations of the employer in relation to the Employees and shall
      indemnify the Seller against all liabilities arising from the Purchaser's
      failure to do so.

(4)   The Seller shall indemnify the Purchaser against any liability relating to
      an Employee which arises out of any act or omission by the Seller or any
      other event, matter or circumstance occurring before the Effective Time
      excluding:

      (a)   any liabilities which arise out of a complaint of failure to comply
            with any requirement of Regulation 10 of the Employment Regulations
            or in respect of an award of compensation under Regulation 11;

      (b)   any liability referred to in (5) below.

(5)   The Purchaser shall (subject to the provisions of subclause (6) below)
      indemnify the Seller against any liability relating to an Employee which
      arises out of or in connection with:

      (a)   any provision of this agreement including (without limitation) the
            change of employer occurring by virtue of the Employment Regulations
            and/or this agreement;

      (b)   the termination of his employment, a change to a term of his
            employment or working conditions (including, without limitation, any
            term under an occupational pension scheme), any act or omission by
            the Purchaser or any other event, matter or circumstance occurring
            at or after Completion;

      (c)   any breach of Regulation 10 of the Employment Regulations.

(6)   (a)   The Seller agrees to pay the Purchaser the sums set out in clause
            6(b) (the "Redundancy Costs") in respect of any Employee whose
            employment is terminated by the Purchaser by reason of redundancy
            (as defined in section 139(1) of the Employment Rights Act 1996),
            subject to the following conditions:

            (i)   the Purchaser shall indicate on a confidential basis by
                  written notice to the Seller the financial terms on which it
                  proposes to make any Employee(s) redundant and the proposed
                  Redundancy Costs;

            (ii)  the Seller shall, within 7 days of receipt of such written
                  notice, confirm to the Purchaser whether it agrees to the
                  proposed Redundancy Costs being paid to such Employee. In the
                  absence of response to the contrary from the Seller within
                  such period the Purchaser shall be entitled to assume the
                  Seller's agreement thereto. In the event that the Seller does
                  not agree, it shall in its response state what other sum it
                  would agree to be paid to the Employee. The Purchaser agrees
                  to discuss with the Seller in good faith what sum it would be
                  fair and reasonable to pay but if agreement shall not be
                  reached within a further 7 days the Purchaser shall be
                  entitled to call on the Seller to make
<PAGE>   20

                                       14

                  payment in such amount as the Purchaser in its reasonable
                  opinion considers represents a fair and reasonable amount;

            (iii) within 7 days of receipt by the Seller of a properly drawn
                  invoice from the Purchaser, the Seller shall make payment to
                  the Purchaser in the amount agreed or considered by the
                  Purchaser to be reasonable in accordance with (ii) above
                  together with VAT thereon.

            provided always that a payment shall only be paid to the Purchaser
            pursuant to the terms of this clause if the dismissal of the
            Employee takes place within two months of the Effective Time.

      (b)   The Redundancy Costs referred to in clause 6(a) above shall be
            limited to:

            (i)   any statutory redundancy entitlement of an Employee calculated
                  in accordance with the provisions of sections 162(1) and (2)
                  of the Employment Rights Act 1996 and

            (ii)  any entitlement in respect of an Employee's contractual or
                  statutory notice period or unfair dismissal compensation and
                  such other sums as may be agreed by the Seller pursuant to 6
                  (a) (i) above, provided that the total sums payable to the
                  Purchaser by the Seller pursuant to this subclause (b)(ii)
                  shall not exceed (pound)20 000.

(7)   In this clause:

      "Beneficiary" means, in relation to an indemnity, the Purchaser or the
      Seller (as appropriate) receiving the benefit of the indemnity;

      "claim" includes a claim by any Purchaser or the Seller (as appropriate)
      (including a trade union, a governmental or statutory or local authority
      or commission),

      "Covenantor" means, in relation to an indemnity, the person undertaking to
      indemnify the Beneficiary; and

      "liability" and "liabilities" includes any award, compensation, damages,
      fine, loss, order, payment made by way of settlement, costs and expenses
      (including legal expenses on an indemnity basis) properly incurred in
      connection with a claim and also includes the costs and expenses of any
      investigation by the Equal Opportunities Commission, the Commission for
      Racial Equality or health and safety enforcement body and of implementing
      any requirements which may arise from any such investigation.

(8)   If the Beneficiary becomes aware of any matter which might give rise to a
      claim for an indemnity from the Covenantor, the following provisions shall
      apply:

      (a)   the Beneficiary shall immediately give written notice to the
            Covenantor of the matter in respect of which the indemnity is being
            claimed (stating in reasonable detail the nature of the matter and,
            so far as practicable, the amount claimed) and shall consult with
            the Covenantor with respect to the matter. If the matter has become
            the subject of any proceedings the Beneficiary shall give the notice
            within sufficient time to enable the
<PAGE>   21

                                       15

            Covenantor time to contest the proceedings before any first instance
            judgement in respect of such proceedings is given;

      (b)   the Beneficiary shall:

            (i)   take such action and institute such proceedings, and give such
                  information and assistance, as the Covenantor or its insurers
                  may reasonably request to dispute, resist, appeal, compromise,
                  defend, remedy or mitigate the matter or enforce against any
                  person (other than the Covenantor) the rights of the
                  Beneficiary or its insurers in relation to the matter;

            (ii)  in connection with any proceedings related to the matter
                  (other than against the Covenantor) use professional advisers
                  nominated by the Covenantor or its insurers and, if the
                  Covenantor or its insurers so requests, allow the Covenantor
                  or its insurers the exclusive conduct of the proceedings in
                  each case on the basis that the Covenantor shall fully
                  indemnify the Beneficiary for all costs incurred as a result
                  of any request or nomination by the Covenantor or its
                  insurers; and

            (iii) not admit liability in respect of or settle the matter without
                  the prior written consent of the Covenantor, such consent
                  not to be unreasonably withheld or delayed; and

      (c)   if the Covenantor has conduct of any litigation and negotiations in
            connection with a claim, the Covenantor shall promptly take all
            proper action to deal with the claim so as not, by any act or
            omission in connection with the claim, to cause the Beneficiary to
            be in breach of its obligations to its current or past employees
            or to cause the Beneficiary's business interests to be materially
            prejudiced.

(9)   If the Covenantor does not elect to have conduct of any litigation and
      negotiations in connection with a claim by notice in writing to the
      Beneficiary within seven days of the Beneficiary giving notice of the
      matter which might give rise to a claim for an indenimty under this clause
      the Beneficiary shall be at liberty to take such action in relation to
      that matter as it considers expedient

(10)  If the Inland Revenue brings into any charge to taxation any sum payable
      under any of the indemnities contained in this clause, the amount so
      payable shall be grossed up by such amount (such amount being referred to
      as the "gross-up amount") as will ensure that after deduction of the tax
      so chargeable there shall remain a sum equal to the amount that would
      otherwise have been payable under such indemnity. To the extent that the
      Beneficiary subsequently obtains any tax credit, allowance, repayment or
      relief as a result of the Covenantor paying to it the gross-up amount, it
      shall pay to the Covenantor so much of the economic benefit from that tax
      credit, allowance, repayment or relief which it has received as does not
      exceed the gross-up amount (any question as to the accrual or amount of
      any such economic benefit, the order and manner of making any claim for
      any tax credit, allowance, repayment or relief, and the timing of any
      payment, being determined by the Beneficiary's auditors).

(11)  Any failure by any party to exercise any rights under this clause will
      not operate as a waiver by that party of any such rights nor should it
      prevent that party from exercising the same right. The liability of any
      party under this clause shall not be released, impaired or affected by

<PAGE>   22

                                       16

      anything done by or arrangements or alterations of terms made with any of
      the parties to this agreement.

(12)  The indemnities given by the Covenantor in this clause are in addition to
      any rights which the Beneficiary may have at law or otherwise including,
      but not limited to, any right of contribution.

(13)  The indemnities contained in this clause shall, for the avoidance of
      doubt, extend to include all costs and expenses suffered or reasonably
      incurred by the Beneficiary in connection with enforcing its rights under
      this clause.

(14)  No statement in the Disclosure Letter shall affect any of the indemnities
      in this clause.

13.   PENSIONS

      The Seller shall be responsible for payments into the Seller's pension
      fund in respect of Employees for the period up to the Effective Time but
      not thereafter. Any contractual pension rights of the Employees for any
      subsequent period are the responsibility of the Purchaser and the
      Purchaser will not participate in the Seller's pension fund.

14.   SALES LITERATURE

      As from Completion the Purchaser shall not represent that the Seller
      retains any connection with the Business as principal and shall ensure
      that no catalogue or item of sales literature or publicity material
      relating to the Business is distributed or issued by it after Completion
      with any reference to the Seller or the Seller's Group other than in a
      manner which accurately reflects the terms of the Reseller Agreement and
      clause 7 of this Agreement.

15.   ANNOUNCEMENTS

      No party shall make or permit any member of the Seller's Group or the
      Purchaser's Group or any person connected with it to make any announcement
      concerning this sale and purchase or any ancillary matter before, on or
      alter Completion except as required by law, The London Stock Exchange
      Limited or any competent regulatory body or with the written approval of
      the Purchaser and the Seller, such approval not to be unreasonably
      withheld or delayed.

16.   VALUE ADDED TAX

(1)   The Seller and the Purchaser intend that article 5 of the Value Added Tax
      (Special Provisions) Order 1995 ("article 5") shall apply to the sale of
      the Assets under this agreement, so that the sale is treated as neither a
      supply of goods nor a supply of services.

(2)   If nevertheless any VAT is payable on any supply by the Seller under this
      agreement, the Purchaser shall pay it the amount of that VAT in addition
      to the consideration (and indemnify it for any interest and penalties
      imposed by HM Customs & Excise ("Customs") arising out of the treatment by
      the Seller and the Purchaser of the sale as described in (1) above) and
      the Seller shall issue to the Purchaser a proper VAT invoice in respect of
      that VAT.

(3)   Without limiting subclause (2), VAT shall be treated as payable if Customs
      rule that it is payable. If they have done so before Completion, the tax
      shall be payable by the Purchaser on Completion. If they do so on or after
      Completion, the tax shall be payable by the Purchaser

<PAGE>   23

                                       17

      within five days after the Seller gives the Purchaser written notice of
      the ruling accompanied by the proper VAT invoice in respect of that VAT
      or, if later, five days before the date on which the Seller is required to
      account for the VAT to Customs.

(4)   If the Purchaser (in breach of subclause (3)) fails to pay the amount of
      the tax on the due date under sub-clause (3), it shall pay interest on
      that amount from the due date for payment by the Seller to Customs of the
      relevant VAT liability until actual payment (excluding any period for
      which interest indemnified under subclause (2) runs) at the rate of two
      per cent. per annum above the base rate for the time being of Lloyds Bank
      plc compounded monthly.

(5)   With a view to procuring that article 5 applies, the Purchaser:

      (a)   shall ensure that the Purchaser is registered for VAT not later than
            the date of Completion; and

      (b)   warrants that the Assets are to be used by the Purchaser in carrying
            on the same kind of business as that carried on by the Seller.

(6)   The Seller and the Purchaser envisage that s. 49 of the Value Added Tax
      1994 ("s. 49") will apply to the sale and purchase of the Assets under
      this agreement but intend that the Seller should retain the records
      referred to in that section, and accordingly:

      (a)   notwithstanding anything in this Agreement the Seller shall not be
            required to deliver to the Purchaser the records referred to in s.
            49;

      (b)   the Seller shall make a request to Customs under s. 49 for the
            records to be preserved by the Seller;

      (c)   if or for so long as that request is not granted, the Seller shall
            preserve the records on behalf of the Purchaser for such period as
            may be required by law, and shall during that period permit the
            Purchaser reasonable access to them to inspect or make copies of
            them, and

      (d)   the Seller may fulfil its obligations under paragraph (c) by
            procuring that a future transferee of its business or any other
            person preserves the records and permits reasonable access as
            mentioned in that paragraph, in which case the Seller shall notify
            the Purchaser of the name of that person.

17.   INTEREST

      If any sum due for payment under this agreement is not paid on the due
      date the party in default shall pay interest on that sum from the due date
      until the date of actual payment calculated on a day to day basis of a
      rate equal to the aggregate of 2 per cent. per annum and the base rate of
      Lloyds Bank plc for the time being.

18.   NOTICES

(1)   Any notice or other document to be served under this agreement may be
      delivered or sent by post or facsimile process to the party to be served
      as follows:

<PAGE>   24

                                       18

      (a)   To the Seller at
            The Sage Group plc
            Fax: 0191 255 0306
            marked for the attention of
    3       Steve Nelson

      (b)   To the Purchaser at
            Ibis Systems Ltd.
            Fax: 01494 44 3333
            marked for the attention of
            Peter Nagle

      or at such other address or facsimile number as he may have notified to
      the other party in accordance with this clause. Any notice or other
      document sent by post shall be sent by prepaid first class recorded
      delivery post.

(2)   Any notice or document shall be deemed to have been served:

      (a)   if delivered, at the time of delivery; or

      (b)   if posted, at 10.00 a.m. on the second business day after it was put
            into the post if sent within the United Kingdom, or at 10.00 am.
            (local time at the place of destination) on the fifth business day
            after it was put in the post if sent by airmail; or

      (c)   if sent by facsimile process, at the expiration of 2 hours after the
            time of despatch, if despatched before 3.00 p.m. (local time at the
            place of destination) on any business day, and in any other case
            at 10.00 a.m. (local time at the place of destination) on the
            business day following the date of despatch.

(3)   In proving service of a notice or document it shall be sufficient to prove
      that delivery was made or that the envelope containing the notice or
      document was properly addressed and posted (either by prepaid first class
      recorded delivery post or by prepaid airmail, as the case may be) or
      that the facsimile message was properly addressed, despatched and
      confirmation received from the recipient's fax machine or operator as the
      case may be.

19.   GENERAL

(1)   Each of the obligations and undertakings set out in this agreement which
      is not fully performed at Completion will continue in force after
      Completion.

(2)   None of the rights or obligations under this agreement may be assigned or
      transferred without the prior written consent of all the parties.

(3)   Each party shall pay the costs and expenses incurred by it in connection
      with the entering into and completion of this agreement. For the avoidance
      of doubt the Purchaser shall be responsible for any stamp duty payments
      payable in connection with this agreement.

(4)   This agreement may be executed in two counterparts which, taken together,
      shall constitute one and the same agreement and either party may enter
      into this agreement by executing a counterpart.

<PAGE>   25

                                       19

20.   WHOLE AGREEMENT

(1)   This agreement and the documents referred to in it contain the whole
      agreement between the parties relating to the transactions contemplated by
      this agreement and supersede all previous agreements between the parties
      relating to these transactions.

(2)   Each of the parties acknowledges that in agreeing to enter into this
      agreement it has not relied on any representation, warranty or other
      assurance except those set out in this agreement.

(3)   In entering into this agreement no party may rely on any representation,
      warranty, collateral contract or other assurance (except those set out in
      this agreement) made by or on behalf of any other party before the
      signature of this agreement and each of the parties waives all rights and
      remedies which, but for this subclause, might otherwise be available to
      him in respect of any

      such representation, warranty, collateral contract or other assurance;
      provided that nothing in this subclause shall limit or exclude any
      liability for fraud.

I2.   GOVERNING LAW

      This agreement is governed by and shall be construed in accordance with
      English law. The parties submit to the jurisdiction of the English courts
      for all purposes relating to this agreement.

22.   GUARANTEE

      For the purpose of assuring to the Purchaser the effectiveness of the
      Seller's obligations herein the Guarantor has agreed to provide a
      guarantee in the form set out in Appendix 3.

23.   SOURCE CODE DEPOSIT

(1)   The Seller as legal and beneficial owner of all Intellectual Property
      rights in the Computer Software agrees to provide to the Purchaser at
      Completion installed on a computer (being one of the Assets to be taken
      over by the Purchaser under this agreement) at the Alton office a copy Iof
      the source code in machine readable form relating to the Computer Software
      and to provide the source code to all upgrades thereof issued by the
      Seller or the Seller's Group and, only to the extent needed to continue to
      operate the Business in the same manner as it is being operated at the
      date of this agreement, the Seller grants the Purchaser a non-exclusive,
      non-transferable licence to copy, use or modify such source code in the UK
      for any customer with a valid License Code. For the avoidance of doubt,
      the Purchaser shall not be entitled to distribute the source code or
      disclose the source code or any part thereof to any third party.

(2)   The Licence granted in this Clause 23 shall be for an initial period of 5
      years from the date of this Agreement and shall terminate on termination
      of the Reseller Agreement or in the event of the Purchaser's insolvency
      winding-up, appointment of a liquidator or administrator over all or part
      of the Purchaser's assets or if the Purchaser or any subsidiary of the
      Purchaser ceases to carry on the Business. On termination of this Licence
      the Purchaser shall forthwith return to the Seller the source code
      supplied by the Seller under this Agreement.

      AS WITNESS the hands of the duly authorised representatives of the parties
      on the date which first appears on page 1.