EXHIBIT 10.6


         THIS  ACQUISITION  AGREEMENT  dated  as  of  August  30th,  2004  (this
"Agreement"),  is made and entered into by and among Systems  Evolution  Inc., a
Texas corporation and Systems  Evolution Inc., an Idaho  corporation  ("Buyer"),
and Duration  Software  Inc.,  a Texas  corporation  ("DSI") and the  individual
parties  listed on Exhibit A hereto  (jointly,  severally and  collectively  the
"Seller").

         WHEREAS,  subject to and in accordance with the terms and conditions of
this Agreement,  the respective Boards of Directors of Buyer and the Seller have
approved an  acquisition of Seller by Buyer (the  "Acquisition"),  in connection
with which all of Seller's  interest will be conveyed to Buyer in  consideration
of the  purchase  price set forth below  (together  with the other  transactions
contemplated by this Agreement, the "Transactions");

         WHEREAS,   the   parties   hereto   desire   to   set   forth   certain
representations,  warranties  and  covenants  made by each  to the  other  as an
inducement to the consummation of the Transactions;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
representations,  warranties and covenants herein contained,  the parties hereto
hereby agree as follows:

                                   ARTICLE 1)
                                THE TRANSACTIONS

         a) Closing Date. The closing of the Transactions  (the "Closing") shall
take  place  at the  offices  of the  Seller  in  Stafford,  Texas,  as  soon as
practicable after the satisfaction or waiver of each of the conditions set forth
in  Article  IV hereof or at such other time and place and on such other date as
Buyer and Seller shall agree;  provided that each of the closing  conditions set
forth in Article IV hereof  shall have been  satisfied  or waived at or prior to
such time.  The date on which the  Closing  occurs is herein  referred to as the
"Closing Date."

         b) The  Transactions.  Subject  to the  terms  and  conditions  of this
Agreement:

            (a)   On the Closing  Date,  the interest  holders of Seller,  based
                  upon  ownership of Seller as listed in Exhibit A, shall tender
                  to Buyer all  interest in and to Seller and receive from Buyer
                  the  purchase  price   consideration   set  forth  below  (the
                  "Purchase  Price") pro rata according to their share ownership
                  in the Seller as listed in Exhibit A.


                                      -6-
<PAGE>

            (b)   The  Purchase  Price shall  consist of: (i) five (5) checks in
                  the  total  amount  of four  hundred  fifty  thousand  Dollars
                  ($450,000.00)  made payable to Christopher  D.  Montgomery for
                  $128,651.25,  David R.  McCormick for  $82,713.75,  Richard L.
                  Steinle for $97,365,  Frank I.  Prevatt for $80,490,  D. Scott
                  Friesen for $60,780; (ii) five (5) promissory notes ("Notes"),
                  in the form  attached  hereto as  Exhibit  B, made  payable to
                  Christopher D. Montgomery for $84,171,  David R. McCormick for
                  $66,171,  Richard L. Steinle for $59,142, Frank I. Prevatt for
                  $53,142,  and D. Scott  Friesen for $37,374 in three (3) equal
                  installments  with no  interest  thereon  annually  thereafter
                  commencing  on February  1st, 2005 and ending on February 1st,
                  2007 ("Final Payout");  and (iii) fifteen million (15,000,000)
                  shares of restricted  Common stock of Systems  Evolution Inc.,
                  an Idaho  corporation  which is  publicly  traded on the OTCBB
                  under the symbol  "SEVI"  ("Buyer  Common  Stock")  with stock
                  certificates   made  out  to  Christopher  D.  Montgomery  for
                  4,208,550  shares,  David R.  McCormick for 3,308,550  shares,
                  Richard L. Steinle for 2,957,100 shares,  Frank I. Prevatt for
                  2,657,100 shares, and D. Scott Friesen for 1,868,700 shares.

            (c)   Any Seller that  voluntarily  leaves the employ of the Company
                  shall  forfeit  all  monies  due for  their  individual  notes
                  payable as defined in ARTICLE I,  section  1.2(b),  which have
                  not been paid to that point in time.

            (d)   The note payable due to David R. McCormick's shall decrease as
                  follows should any Seller  voluntarily leave the employ of the
                  Company:  by 28.057%  for Mr.  Montgomery;  by 19.714% for Mr.
                  Steinle;  by  17.714%  for Mr.  Prevatt;  by  12.458%  for Mr.
                  Friesen, which have not been paid to that point in time.

            (e)   The Purchase Price and the corresponding  initial checks shall
                  be adjusted  downward in a pro rata format for Seller's  total
                  indebtedness exceeding $200,000,  e.g. Current Assets plus A/R
                  minus Liabilities outlined in Schedules 2.2(d) and 2.2(e).


                                      -7-
<PAGE>

                                   ARTICLE 2)
                         REPRESENTATIONS AND WARRANTIES

         a) Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Seller that:

            (a)   Organization.   Buyer  is  a  corporation  duly  incorporated,
                  validly  existing and in good  standing  under the laws of the
                  state of Texas and the state of Idaho. Buyer has all requisite
                  corporate  power and  corporate  authority  to own,  lease and
                  operate all of its  properties  and assets and to carry on its
                  business as now being  conducted,  except where the failure to
                  be so organized, existing or in good standing would not have a
                  Material  Adverse  Effect on the financial  condition of Buyer
                  and its subsidiaries,  taken as a whole (a "Buyer MAE"). Buyer
                  is duly qualified to do business,  and is in good standing, in
                  each  jurisdiction  in which  the  property  owned,  leased or
                  operated by it or the nature of the  business  conducted by it
                  makes   such   qualification   necessary,   except   in   such
                  jurisdictions where the failure to be duly qualified would not
                  have a Buyer MAE.  Buyer has  heretofore  delivered  to Seller
                  true  and   complete   copies  of  Buyer's   Certificates   of
                  Incorporation,  as amended, and Buyer's bylaws as in existence
                  on the date hereof.

            (b)   Authorization  and Validity of  Agreement.  The  execution and
                  delivery by Buyer of this  Agreement and the  consummation  by
                  Buyer of the Transactions  contemplated  hereby have been duly
                  authorized by all necessary  corporate action.  This Agreement
                  has been duly executed and delivered by Buyer and is the legal
                  valid and binding  obligation  of Buyer,  enforceable  against
                  Buyer in accordance with its terms.

            (c)   No Conflict. The execution and delivery of this Agreement does
                  not,  and  the  consummation  of the  Transactions  will  not,
                  conflict with, or result in any violation of, or default (with
                  or without  notice or lapse of time,  or both) under,  or give
                  rise to a right of  termination,  cancellation or acceleration
                  of or "put" right with respect to any obligation or to loss of
                  a material  benefit  under,  or result in the  creation of any
                  lien or  encumbrance  upon any of the  properties or assets of
                  Buyer  under,  any  provision  of (i) the charter or bylaws of
                  Buyer,  (ii)  any  loan  or  credit  agreement,   note,  bond,
                  mortgage,   indenture,  lease,  guaranty  or  other  financial
                  assurance  agreement or other agreement,  instrument,  permit,
                  concession,  franchise  or license  applicable  to Buyer,  and
                  (iii)  subject  to  governmental   filing  and  other  matters
                  referred to in the following  sentence,  any judgment,  order,
                  decree,  statute,  law,  ordinance,   rule  or  regulation  or
                  arbitration award applicable to Buyer, other than, in the case
                  of clause  (ii),  any such  conflicts,  violations,  defaults,
                  rights or liens or  encumbrances  that  individually or in the
                  aggregate  would not have a Buyer MAE. No  consent,  approval,
                  order or  authorization  of, or  registration,  declaration or
                  filing with, any court, administrative agency or commission or
                  other governmental  authority or agency,  domestic or foreign,
                  including  local  authorities (a  "Governmental  Entity"),  is
                  required by or with  respect to Buyer in  connection  with the
                  execution  and  delivery  of this  Agreement  by  Buyer or the
                  consummation  by Buyer of the  Transactions,  except  for such
                  consents,  approvals, orders,  authorizations,  registrations,
                  declarations, filings and notices as are set forth in Schedule
                  2.1(c).


                                      -8-
<PAGE>

            (d)   No Lawsuits.  Buyer  warrants that it is not currently a party
                  to any suit, action, arbitration, or legal, administrative, or
                  other proceeding, or pending governmental investigation.

            (e)   Taxes.

                  (i) all returns and reports,  including,  without  limitation,
            information and withholding returns and reports ("Tax Returns"),  of
            or relating to any foreign,  federal, state or local tax, assessment
            or other governmental  charge ("Taxes" or a "Tax") that are required
            to be filed on or before  the  Closing  Date by or with  respect  to
            Buyer,  have  been or will be duly and  timely  filed,  all such Tax
            Returns are or will be true,  correct and  complete in all  material
            respects, and all Taxes,  including interest and penalties,  due and
            payable  whether  or not shown on any such Tax  Return  have been or
            will be duly and timely paid or adequately  provided for in reserves
            established by Buyer in its consolidated financial statements;

                  (ii)  there is no  action,  suit,  proceeding,  or  claim  now
            proposed or pending  against or with  respect to Buyer in respect to
            any Taxes, and no material assessment,  deficiency or adjustment has
            been  asserted or proposed with respect to any Tax Return of or with
            respect  to  Buyer  that  has not been  adequately  provided  for in
            reserves established by Buyer;

                  (iii) no waiver or extension of any statute of  limitations or
            the period of assessment or collection of any Taxes  relating to any
            federal,  state,  local or  foreign  Tax matter has been given by or
            requested  from Buyer and no power of attorney  with  respect to any
            such  Taxes has been  filed or  entered  into with any  Governmental
            Authority, in either case that will be outstanding as of the Closing
            Date and the time for filing any Tax  Return  relating  to Buyer has
            not been extended to a date later than the date of this Agreement;

                  (iv) except for statutory  liens or  encumbrances  for current
            Taxes not yet delinquent,  no liens or encumbrances  for Taxes exist
            upon the assets of Seller;

         b) Representations and Warranties of Seller. Seller hereby, jointly and
severally, represents and warrants to Buyer that:


                                      -9-
<PAGE>

            (f)   Organization.  Seller is a corporation duly organized, validly
                  existing and in good  standing  under the laws of the state of
                  Texas.  Seller has all requisite corporate power and corporate
                  authority and all  necessary  governmental  authorizations  to
                  own, lease and operate all of its properties and assets and to
                  carry on its business as now being conducted, except where the
                  failure to be so organized, existing or in good standing or to
                  have such governmental authority would not (i) have a Material
                  Adverse   Effect   on  the   assets,   properties,   business,
                  operations,  or condition  (financial or otherwise) of Seller,
                  taken  as a whole  or (ii)  prevent  or  materially  adversely
                  affect the  ability of Seller to perform  and comply  with its
                  obligations under this Agreement, or any other agreement to be
                  executed and delivered in connection with the  Transactions (a
                  "Seller   MAE").   Seller  is  duly  qualified  as  a  foreign
                  corporation to transact business,  and is in good standing, in
                  each  jurisdiction  in which  the  property  owned,  leased or
                  operated by it or the nature of the  business  conducted by it
                  makes   such   qualification   necessary,   except   in   such
                  jurisdictions  where the failure to be duly qualified does not
                  and would not have a Seller MAE.  Seller is in compliance with
                  all applicable laws, judgments, orders, rules and regulations,
                  domestic  and  foreign,  except  where  failure  to be in such
                  compliance  would not have a Seller MAE. Seller has heretofore
                  delivered  to  Buyer  true and  complete  copies  of  Seller's
                  Certificate of Incorporation (the "Corporate Documents"),  and
                  Seller's  Articles of Organization as in existence on the date
                  hereof.

            (g)   Capitalization.   The  authorized   capital  stock  of  Seller
                  consists of 100,000 shares of Seller Stock.  As of the date of
                  this Agreement, there were 4,375 shares of Seller Stock issued
                  and outstanding.  All issued and outstanding  shares of Seller
                  Stock are validly issued, fully paid and non-assessable,  were
                  not  issued in  violation  of any  preemptive  rights or other
                  preferential rights of subscription or purchase of any person,
                  and no holder thereof is entitled to preemptive rights. Seller
                  is not a  party  to,  and is not  aware  of,  (i)  any  voting
                  agreement,  voting trust or similar  agreement or  arrangement
                  relating to any class or series of its capital stock,  or (ii)
                  any agreement or arrangement providing for registration rights
                  with  respect  to any  capital  stock or other  securities  of
                  Seller.

            (h)   Authorization  and  Validity  of  Agreement.  Seller  has  all
                  requisite  corporate  power and  authority  to enter into this
                  Agreement,   and  to  perform   its   respective   obligations
                  hereunder.  The  execution  and  delivery  by  Seller  of this
                  Agreement to which it is a party and the consummation by it of
                  the  Transactions  have been duly  authorized by all necessary
                  corporate  action.  This  Agreement has been duly executed and
                  delivered by Seller and is the valid and binding obligation of
                  Seller enforceable against it in accordance with its terms.

            (i)   No Approvals or Notices Required; No Conflict with Instruments
                  to which Seller is a Party. The execution and delivery of this
                  Agreement does not, and the  consummation of the  Transactions
                  and  compliance  with the  provisions  hereof and thereof will
                  not,  conflict with, or result in any violation of, or default
                  (with or without  notice or lapse of time, or both) under,  or
                  give  rise  to  a  right  of   termination,   cancellation  or
                  acceleration  of or "put" right with respect to any obligation
                  or to loss of a  material  benefit  under,  or  result  in the
                  creation of any lien or encumbrance upon any of the properties


                                      -10-
<PAGE>

                  or  assets  of  Seller,  any  provision  of (i) the  Corporate
                  Documents  of  Seller,  (ii)  except as set forth in  Schedule
                  2.2(d),  any loan or credit agreement,  note, bond,  mortgage,
                  indenture,   lease,  guaranty  or  other  financial  assurance
                  agreement or other agreement,  instrument, permit, concession,
                  franchise  or  license  applicable  to  Seller or any of their
                  respective   properties  or  assets,   and  (iii)  subject  to
                  governmental  filing  and  other  matters  referred  to in the
                  following sentence, any judgment, order, decree, statute, law,
                  ordinance,  rule or regulation or arbitration award applicable
                  to Seller or their respective properties or assets, other than
                  (A),  in  the  case  of  clause  (ii),  any  such   conflicts,
                  violations,  defaults,  rights or liens or  encumbrances  that
                  individually  or in the aggregate would not have a Seller MAE.
                  No  consent,   approval,   order  or   authorization   of,  or
                  registration,  declaration  or filing with,  any  Governmental
                  Entity is required by or with respect to Seller in  connection
                  with the execution and delivery of this Agreement by Seller or
                  the consummation by Seller of the Transactions.

            (j)   Commission  Filings;  Financial  Statements.  Seller  is not a
                  public  corporation  and is not  required to file any reports,
                  registration statements and other filings with the Commission.

                  Each  of  the  Seller's   consolidated   financial  statements
                  (including any related notes or schedules) (i) was prepared in
                  accordance  with  generally  accepted  accounting   principles
                  applied on a consistent  basis (except as may be noted therein
                  or in the notes or  schedules  thereto)  and (ii)  except  for
                  non-compliance that would not have a Seller MAE, complied with
                  the rules and regulations of the Commission. Such consolidated
                  financial statements fairly present the consolidated financial
                  position of Seller as of the dates  thereof and the results of
                  operations, cash flows and changes in stockholders' equity for
                  the periods then ended (subject, in the case of the un-audited
                  interim  financial  statements,  to the  exclusion  of  normal
                  year-end audit  adjustments and footnote  disclosures).  As of
                  the  date  hereof,  Seller  has no  liabilities,  absolute  or
                  contingent,  that may  reasonably be expected to have a Seller
                  MAE,  except  (i) those  incurred  in the  ordinary  course of
                  business  consistent  with past operations and not relating to
                  the  borrowing  of money and (ii) those set forth in  Schedule
                  2.2(e).

            (k)   Conduct of Business in the Ordinary Course; Absence of Certain
                  Changes  and Events.  Since the date of the initial  Letter of
                  Intent,  except as contemplated by this Agreement or set forth
                  in Schedule 2.2(e),  Seller has conducted its business only in
                  the  ordinary  and  usual  course  in  accordance   with  past
                  practice,  and there has not been:  (i) a Seller MAE;  (ii) to
                  the  knowledge  of  Seller,  any  other  condition,  event  or
                  development  that  reasonably  may be  expected to result in a
                  Seller  MAE;  (iii) any  change  by  Seller in its  accounting
                  methods,  principles or  practices;  (iv) any  revaluation  by
                  Seller of any of its assets,  including,  without  limitation,
                  writing  down the value of  inventory  or writing off notes or
                  accounts  receivable  other  than in the  ordinary  course  of
                  business and consistent  with past practice;  (v) any entry by
                  Seller  into  any  commitment  or  transaction  that  would be
                  material to Seller;  (vi) any  declaration,  setting  aside or
                  payment of any  dividends or  distributions  in respect of the
                  Seller Stock or any redemption,  purchase or other acquisition
                  of any of its  securities;  (vii) any damage,  destruction  or
                  loss  (whether  or  not  covered  by   insurance)   materially


                                      -11-
<PAGE>

                  adversely  affecting  the  properties  or  business of Seller;
                  (viii) any increase in  indebtedness  of borrowed  money other
                  than borrowing under existing credit facilities, the amount of
                  which is  disclosed  in  Schedule  2.2 (d) and  (e);  (ix) any
                  granting of a security  interest or lien or encumbrance on any
                  property or assets of Seller.

            (l)   Litigation.  Except as disclosed in Schedule 2.2(g), there are
                  no  claims,  actions,  suits,  investigations,   inquiries  or
                  proceedings,   pending  or,  to  the   knowledge   of  Seller,
                  threatened  against Seller any of their respective  properties
                  at law or in equity,  wherever located (i) that exist today or
                  (ii) that would  otherwise,  if adversely  determined,  have a
                  Seller   MAE.   Seller  is  not   subject  to  any   judicial,
                  governmental  or   administrative   order,   writ,   judgment,
                  injunction or decree. Seller, jointly and severally, agrees to
                  indemnify and hold Buyer  harmless for any damages,  costs and
                  expenses,  including  reasonable  legal fees,  for any and all
                  claims,   actions,   suits,   investigations,   inquiries   or
                  proceedings  arising out of those items  disclosed in Schedule
                  2.2(g).

            (m)   Taxes. Except as set forth in Schedule 2.2(h),

                  (i) all returns and reports,  including,  without  limitation,
            information and withholding returns and reports ("Tax Returns"),  of
            or relating to any foreign,  federal, state or local tax, assessment
            or other governmental  charge ("Taxes" or a "Tax") that are required
            to be filed on or before  the  Closing  Date by or with  respect  to
            Seller,  have been or will be duly and  timely  filed,  all such Tax
            Returns are or will be true,  correct and  complete in all  material
            respects, and all Taxes,  including interest and penalties,  due and
            payable  whether  or not shown on any such Tax  Return  have been or
            will be duly and timely paid or adequately  provided for in reserves
            established  by Seller  in its  consolidated  financial  statements,
            except  where the  failure to file Tax  Returns or to pay or provide
            for Taxes would not result in a Seller MAE;

                  (ii) the charges, accruals and reserves for Taxes with respect
            to  Seller  reflected  in  the  consolidated   financial  statements
            included  in the Seller  Commission  Filings  have been  prepared in
            accordance  with generally  accepted  accounting  principles and are
            sufficient to cover the payment of all material Taxes, including any
            penalties  or  interest  thereon  and  whether  or not  assessed  or
            disputed,  that are, or are hereafter  found to be, or to have been,
            due with  respect to the  operations  of Seller  through the periods
            covered  thereby  and  Seller has (and as of the  Closing  Date will
            have) made all estimated tax payments required with respect to Taxes
            for Tax Returns not yet due;

                  (iii) there is no action, suit, proceeding, audit or claim now
            proposed or pending  against or with respect to Seller in respect to
            any Taxes, and no material assessment,  deficiency or adjustment has
            been  asserted or proposed with respect to any Tax Return of or with
            respect  to  Seller  that has not been  adequately  provided  for in
            reserves established by Seller;


                                      -12-
<PAGE>

                  (iv) no waiver or extension of any statute of  limitations  or
            the period of assessment or collection of any Taxes  relating to any
            federal,  state,  local or  foreign  Tax matter has been given by or
            requested  from Seller and no power of attorney  with respect to any
            such  Taxes has been  filed or  entered  into with any  Governmental
            Authority, in either case that will be outstanding as of the Closing
            Date and the time for filing any Tax Return  relating  to Seller has
            not been extended to a date later than the date of this Agreement;

                  (v) except for  statutory  liens or  encumbrances  for current
            Taxes not yet delinquent,  no liens or encumbrances  for Taxes exist
            upon the assets of Seller;

                  (vi) Seller is not a party to or bound by or has an obligation
            under any written Tax  separation,  sharing or similar  agreement or
            arrangement;

            (n)   Severance  Payments.  Except as set forth in Schedule  2.2(i),
                  neither  Seller nor any of the Seller  Subsidiaries  will have
                  any  liability  or  obligation  to pay a severance  payment or
                  similar  obligation  to any  of  their  respective  employees,
                  officers or  directors  as a result of the  Transactions,  nor
                  will  any of  such  persons  be  entitled  to an  increase  in
                  severance  payments  or  other  benefits  as a  result  of the
                  Transactions  in the event of the  subsequent  termination  of
                  their employment.

            (o)   Brokers.  Except as set forth in Schedule  2.2(j),  no broker,
                  investment  banker, or other Person acting on behalf of Seller
                  is or will be  entitled  to any  broker's,  finder's  or other
                  similar fee or commission in connection with the Transactions.

            (p)   Compliance with Laws.  Seller hold all required,  necessary or
                  applicable permits, licenses, variances,  exemptions,  orders,
                  franchises and approvals of all Governmental Entities,  except
                  where the failure to so hold could not  reasonably be expected
                  to have a Seller MAE (the "Seller Permits").  All applications
                  with respect to such Seller Permits, were complete and correct
                  in all material respects when made and Seller does not know of
                  any  reason  why any of  such  permits,  licenses,  variances,
                  exemptions,  orders, franchises and approvals would be subject
                  to cancellation. Seller is in compliance with the terms of the
                  Seller Permits except where the failure to so comply could not
                  reasonably  be expected  to have a Seller MAE.  Seller has not
                  violated or failed to comply with any statute, law, ordinance,
                  regulation,  rule,  permit or order of any  Federal,  state or
                  local  government,  domestic or foreign,  or any  Governmental
                  Entity, any arbitration award or any judgment, decree or order
                  of any  court  or other  Governmental  Entity,  applicable  to
                  Seller or its  business,  assets  or  operations,  except  for
                  violations and failures to comply that would not have a Seller
                  MAE.

            (q)   Contracts.  Schedule  2.2(l)  contains a complete  list of the
                  following contracts, agreements, arrangements and commitments:
                  (A) all  employment or  consulting  contracts or agreements to
                  which Seller is contractually  obligated;  (B) current leases,
                  sales contracts and other  agreements with respect to any real
                  property  of  Seller  or  to  which  Seller  is  contractually


                                      -13-
<PAGE>

                  obligated  and  current  leases,   sales  contracts  or  other
                  agreements  with  respect to  personal  property  of Seller is
                  contractually  obligated,  in each case having (1) a remaining
                  term of greater than one year or (2) total  payments  that may
                  be required of Seller  exceeding  $10,000;  (C)  contracts  or
                  commitments for capital expenditures or acquisitions in excess
                  of  $10,000  to which  Seller is  obligated;  (D)  agreements,
                  contracts,  indentures  or other  instruments  relating to the
                  borrowing of money, or the guarantee of any obligation for the
                  borrowing of money, to which Seller is a party or any of their
                  respective    properties   is   bound;    (E)   all   material
                  indemnification  and  guaranty  or other  similar  obligations
                  (other  than those  obligations  which  occur in the  ordinary
                  course  of  business)  to  which  Seller  is  bound;  (F)  any
                  outstanding  bonds,  letters of credit posted or guaranteed by
                  Seller with  respect to any  Person,  other than those that do
                  not exceed $10,000 in the aggregate; and (G) any covenants not
                  to compete or other  obligations  affecting  Seller that would
                  materially  restrict  any of them  or  their  affiliates  from
                  engaging in any business or activity.  True and correct copies
                  of all the instruments  described in Schedule 2.2(l) have been
                  furnished  or made  available  to  Buyer.  Except  as noted in
                  Schedule  2.2(l),   all  such   agreements,   arrangements  or
                  commitments are valid and subsisting and Seller, to the extent
                  each is a party, has duly performed its obligations thereunder
                  in all material  respects to the extent such  obligations have
                  accrued,  and no breach or default exists thereunder by Seller
                  or, to the knowledge of Seller, any other party thereto. There
                  are no  material  liabilities  of any of the parties to any of
                  the contracts  between  Seller and third parties  arising from
                  any breach of or default in any provision thereof,  other than
                  such breaches that,  individually  or in the aggregate,  could
                  not reasonably be expected to have a Seller MAE, or that would
                  permit the acceleration of any obligation of any party thereto
                  or the  creation  of a lien or  encumbrance  upon any asset of
                  Seller.

            (r)   Title to Property.

                  (i)  Seller  has  good and  indefeasible  title  to,  or valid
            leasehold interests in, all of their properties and assets including
            all real property and all other properties  (tangible or intangible,
            real or  personal)  carried  on  their  books  as an  asset  or used
            exclusively by them in their business.

                  (ii) Seller has  complied in all  material  respects  with the
            terms of all leases to which it is a party and under  which it is in
            occupancy,  and all such leases are in full force and effect. Seller
            enjoys peaceful and undisturbed possession under all such leases.

            (s)   Insurance  Policies.  Schedule  2.2(n)  contains a correct and
                  complete  description  of all  insurance  policies  of  Seller
                  covering  Seller,  any  employees or other agents of Seller or
                  any  assets of Seller.  Each such  policy is in full force and
                  effect,  is  with  responsible   insurance   carriers  and  is
                  substantially  equivalent  in coverage  and amount to policies
                  covering  companies  of the size of Seller and in the business
                  in which Seller is engaged, in light of the risk to which such
                  companies  and their  employees,  businesses,  properties  and
                  other  assets  may  be  exposed.   All   retroactive   premium
                  adjustments under any worker's  compensation  policy of Seller


                                      -14-
<PAGE>

                  have  been  recorded  in  Seller's  financial   statements  in
                  accordance with generally accepted  accounting  principles and
                  are reflected in the financial statements.

            (t)   Loans. Schedule 2.2(o) sets forth all existing loans, advances
                  or other extensions of credit (excluding  accounts  receivable
                  arising in the  ordinary  course of business) by Seller to any
                  party, including inter-company loans, advances,  guaranties or
                  extensions of credit.

                                   ARTICLE 3)
                              ADDITIONAL AGREEMENTS

         3.1 Filings;  Consents;  Reasonable  Efforts.  Subject to the terms and
conditions  of this  Agreement,  Seller  and Buyer  shall  (I)make  all  filings
necessary  under the  applicable  Securities  Acts,  the Exchange Act, the Texas
Corporations and Partnership Laws and applicable blue sky or similar  securities
laws and shall use all  reasonable  efforts  to obtain  required  approvals  and
clearances  with  respect  thereto;  (ii) use  reasonable  efforts to obtain all
consents, waivers, approvals,  authorizations, and orders required in connection
with the authorization, execution, and delivery of this Agreement; and (iii) use
reasonable  efforts to take, or cause to be taken, all appropriate  action,  and
do, or cause to be done,  all things  necessary,  proper,  or  advisable to make
effective as promptly as practicable the Transactions.

         a) Notification of Certain Matters.  Seller shall give prompt notice to
Buyer, and Buyer shall give prompt notice to Seller,  orally and in writing,  of
(i) the  occurrence,  or  failure to occur,  of any event  which  occurrence  or
failure  would be likely to cause any  representation  or warranty  contained in
this  Agreement to be untrue or  inaccurate  at any time from the date hereof to
the Closing Date; and (ii) any material  failure of Seller or Buyer, as the case
may be, or any officer,  director,  employee or agent thereof, to comply with or
satisfy any covenant, condition or agreement to be compiled with or satisfied by
it hereunder.


         3.3  Indemnification  of  Sellers  after the  Closing  Date.  After the
Closing  Date,  Buyer shall cause to indemnify and hold the  individual  parties
listed in Exhibit A harmless  for any  damages,  costs and  expenses,  including
reasonable  legal fees,  for any and all  third-party  claims,  actions,  suits,
investigations,  inquiries or proceedings arising after the Closing Date and out
of any actions of said individuals in the ordinary course of business and within
the scope of their employment or affiliation with Buyer as officers,  directors,
employees or independent contractors of Buyer.

                                   ARTICLE 4)
                                   CONDITIONS

         a) Conditions to Obligations of Each Party. The respective  obligations
of each party to consummate the Agreement and the Transactions  shall be subject
to the fulfillment of the following conditions:


                                      -15-
<PAGE>

            (u)   That both  parties  shall  enter  into  employment  agreements
                  mutually  acceptable before Closing Date,  including pro forma
                  for coming three years.

            (v)   No order  shall have been  entered and remain in effect in any
                  action or  proceeding  before  any  foreign,  federal or state
                  court or  governmental  agency or other  foreign,  federal  or
                  state regulatory or  administrative  agency or commission that
                  would  prevent  or  make  illegal  the   consummation  of  the
                  Transactions;

            (w)   There shall have been  obtained any and all material  permits,
                  approvals and consents of any governmental body, commission or
                  agency that  reasonably  may be deemed  necessary  so that the
                  transactions  contemplated  thereby will be in compliance with
                  applicable laws, the failure to comply with which would have a
                  Seller MAE or Buyer MAE; and

            (x)   The receipt of all approvals and consents of third persons the
                  granting   of  which  is   necessary   for  the   Transactions
                  contemplated in connection therewith.

            (y)   Seller  understands  and  acknowledges  that such Buyer Common
                  Stock to be issued will not be registered under the Securities
                  Act of 1933 and will be  restricted  stock  under SEC Rule 144
                  for a period of at least  one year from the date of  issuance.
                  Seller  acknowledges  that the share  certificates  shall bear
                  some form of restrictive legend as follows:

            THE SECURITIES  REPRESENTED BY THIS CERTIFICATE  (THE  "SECURITIES")
            HAVE  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
            AMENDED (THE "SECURITIES  ACT"), OR THE SECURITIES LAWS OF ANY STATE
            AND ARE BEING  OFFERED AND SOLD IN RELIANCE ON  EXEMPTIONS  FROM THE
            REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT AND SUCH LAWS. THE
            SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
            OFFERED  FOR  SALE  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
            STATEMENT  FOR  THE   SECURITIES  OR  EVIDENCE   ACCEPTABLE  TO  THE
            CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

         b) Additional  Conditions to  Obligations  of Buyer.  The obligation of
Buyer to  consummate  the Agreement  and the  Transactions  is, at the option of
Buyer,  also subject to the  fulfillment  at or prior to the Closing Date of the
following conditions:

            (z)   The representations and warranties of Seller in this Agreement
                  shall be true and  correct on the  Closing  Date as if made on
                  and as of that date, except for changes with the prior written
                  consent of Buyer;

            (aa)  There  shall  have  been no  material  adverse  change  in the
                  assets,   properties,   business,   operations,  or  condition
                  (financial or otherwise) of Seller (taken as a whole);

            (bb)  There shall be no liability or claim  existing with respect to
                  Seller  that is material  to Seller,  taken as a whole,  other
                  than such liabilities or claims the nature and amount of which


                                      -16-
<PAGE>
                  have been disclosed in all material respects in this Agreement
                  as of the date hereof;

            (cc)  All of the other terms,  conditions,  covenants and agreements
                  to  be  complied  with  or  performed  by  Seller  under  this
                  Agreement  on or before the Closing  Date shall have been duly
                  complied with or performed in all material respects;

            (dd)  Buyer shall provide  evidence of ability to perform closing on
                  or before September 30th, 2004, or date otherwise  established
                  by Buyer and Seller;

            (ee)  The Closing  Date shall have  occurred on or before  September
                  30th, 2004, or date otherwise established by Buyer and Seller;

            (ff)  Seller shall  deliver to Buyer  customary  closing  documents,
                  each of which  shall be dated  as of the  Closing  Date,  duly
                  executed  and  in a form  reasonably  satisfactory  to  Buyer,
                  including a certificate of Seller's general partner confirming
                  all of the matters set forth in Sections 4.2(a)-(d);

            (gg)  There shall not have occurred (i) any suspension or limitation
                  on trading in  securities  generally on any Stock  Exchange or
                  the  establishment of minimum prices on such Exchange,  (ii) a
                  declaration of a banking  moratorium  either by Federal or New
                  York State  authorities or (iii) any outbreak or escalation of
                  hostilities,  declaration  by the United  States of a national
                  emergency  or war,  or other  calamity or crisis the effect of
                  which on financial  markets is such as to make it, in the sole
                  judgment of Buyer,  impractical or inadvisable to proceed with
                  the consummation of the Transactions contemplated hereby to be
                  consummated at the Closing Date.

            (hh)  Closing shall not have occurred before  successful  closing of
                  funding by the Buyer,  defined as two million ($2M) dollars or
                  more.

         c) Additional  Conditions to Obligations  of Seller.  The obligation of
Seller to consummate the Transactions  contemplated by this Agreement is, at the
option of Seller,  also  subject to the  fulfillment  at or prior to the Closing
Date of the following conditions:

(ii)     The  representations  and warranties of Buyer  contained in Section 2.1
         shall be accurate as of the date of this  Agreement  and (except to the
         extent such  representations and warranties speak specifically as of an
         earlier date) as of the Closing Date as though such representations and
         warranties  had  been  made at and as of  that  time;  all  the  terms,
         covenants  and  conditions  of this  Agreement to be complied  with and
         performed  by Buyer on or before the Closing  Date shall have been duly
         complied with and performed in all material respects.

                                   ARTICLE 5)
                               GENERAL PROVISIONS

         a)  Survival  of  Representations,   Warranties  and  Indemnities.  The
representations,  warranties and indemnities in this Agreement shall survive the
confirmation of the Closing Date until Final Payout.


                                      -17-
<PAGE>

         b) Public Statements. Seller and Buyer agree to consult with each other
prior to issuing any press release or otherwise making any public statement with
respect to the transactions contemplated hereby.

         c) Assignment. This Agreement shall inure to the benefit of and will be
binding  upon the parties  hereto and their  respective  legal  representatives,
successors and permitted assigns.

         d)  Notices.  All  notices,   requests,   demands,   claims  and  other
communications  which are  required to be or may be given  under this  Agreement
shall be in writing and shall be deemed to have been duly given if (i) delivered
in Person or by courier, (ii) sent by telecopy or facsimile transmission, answer
back requested,  or (iii) mailed,  certified first class mail,  postage prepaid,
return receipt requested, to the parties hereto at the following addresses:

         if to Seller:

         Christopher D. Montgomery
         Duration Software Inc.
         5407 N. IH
         Suite 406
         Austin, Texas 78723

         with a copy to:

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

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

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

         if to Buyer:

         Mr. Robert C. Rhodes
         Systems Evolution Inc.
         10707 Corporate Drive
         Suite 156
         Stafford, Texas 77477

         with a copy to:

         Roger L. Shoss
         807 S. Post Oak Lane, Suite 223
         Houston, Texas 77056

         or to such other address as any party shall have furnished to the other
by notice  given in  accordance  with this Section  5.4.  Such notices  shall be
effective,  (i) if delivered in Person or by courier, upon actual receipt by the
intended recipient, (ii) if sent by telecopy or facsimile transmission, when the
answer back is received, or (iii) if mailed, upon the earlier of five days after
deposit  in the mail and the date of  delivery  as shown by the  return  receipt
therefore.

         e) Governing  Law. All questions  arising out of this Agreement and the
rights  and   obligations   created   herein,   or  its   validity,   existence,
interpretation, performance or breach shall be governed by the laws of the State
of Texas, without regard to conflict of laws principles.


                                      -18-
<PAGE>

         f)  Severability.  If any term,  provision,  covenant or restriction of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or  unenforceable,   the  remainder  of  the  terms,  provision,  covenants  and
restrictions of this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated.

         g) Counterparts.  This Agreement may be executed in counterparts,  each
of which shall be an original,  but all of which together  shall  constitute one
and the same agreement.

         h) Headings.  The Section  headings herein are for convenience only and
shall not affect the construction hereof.

         i) Entire Agreement:  Third Party  Beneficiaries.  This Agreement shall
constitute  the entire  agreement and supersede all other prior  agreements  and
understandings,  both oral and written,  among the parties or any of them,  with
respect to the subject matter hereof and neither this nor any document delivered
in connection with this Agreement confers upon any Person not a party hereto any
rights or remedies hereunder.

         j) Waiver and Amendment.  Any provision of this Agreement may be waived
at any time by the party that is, or whose  stockholders  are,  entitled  to the
benefits thereof. This Agreement may not be amended or supplemented at any time,
except by an  instrument in writing  signed on behalf of each party hereto.  The
waiver by any party hereto of any condition or of a breach of another  provision
of this  Agreement  shall not operate or be  construed  as a waiver of any other
condition  or  subsequent  breach.  The waiver by any party hereto of any of the
conditions  precedent to its obligations under this Agreement shall not preclude
it from seeking  redress for breach of this Agreement other than with respect to
the condition so waived.

         IN WITNESS  WHEREOF,  each of the parties  caused this  Agreement to be
executed on its behalf by its officers  thereunto  duly  authorized and in their
individual capacities, all as of the date first above written.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


                                      -19-
<PAGE>

                                            BUYER

                                            SYSTEMS EVOLUTION INC.,
                                            a Texas Corporation



                                            By: /s/ Robert C. Rhodes
                                                -------------------------------
                                            Name:  Robert C. Rhodes
                                            Title: Chief Executive Officer


                                            SYSTEMS EVOLUTION INC.,
                                            An Idaho Corporation


                                            By: /s/ Robert C. Rhodes
                                                -------------------------------
                                            Name:  Robert C. Rhodes
                                            Title: Chief Executive Officer



                                            SELLER

                                            DURATION SOFTWARE INC.
                                            a Texas Corporation


                                            By: /s/ Christopher D. Montgomery
                                                -------------------------------
                                            Name:  Christopher D. Montgomery
                                            Title: Chief Executive Officer


                                      -20-
<PAGE>

EXHIBIT A

                               OWNERSHIP OF SELLER

Duration Software Inc.

---------------------------- ---------------------------------------- ----------
Chris D. Montgomery          CEO                                      28.057%
---------------------------- ---------------------------------------- ----------
David McCormick              Director                                 22.057%
---------------------------- ---------------------------------------- ----------
Richard L. Steinle           COO                                      19.714%
---------------------------- ---------------------------------------- ----------
Frank I. Prevatt             Vice President - Technology              17.714%
---------------------------- ---------------------------------------- ----------
D. Scott Friesen             Vice President - Talent & Culture        12.458%
---------------------------- ---------------------------------------- ----------



                                      -21-
<PAGE>

                                    EXHIBIT B
                             FORM OF PROMISSORY NOTE

                                 PROMISSORY NOTE


COUNTY OF HARRIS                                            September ____, 2004

STATE OF TEXAS


         FOR  VALUE  RECEIVED,  Systems  Evolution  Inc.,  a  Texas  corporation
("Maker") promises to pay to the order of  __________Name___________________  of
__________Address____________________,  the  principal  sum of ________  DOLLARS
($________)  payable  in three  (3) equal  installments  of  __________  Dollars
($________) annually commencing on ________________.

         If default be made in the payment  when due of any part or  installment
of this Note,  then the whole sum of the principal will become  immediately  due
and payable at the option of the holder of this Note,  without notice.  Further,
if Maker should at any time fail in business or become  insolvent,  or commit an
act of  bankruptcy,  or if any writ of execution,  garnishment,  attachment,  or
other legal process is issued  against any deposit  account of or other property
of the Maker, or if any assessment for taxes against Maker,  other than taxes on
real property, is made by the federal or state government,  or any department of
the  federal  or state  government,  or if Maker  fails to notify  holder of any
material  change in his  financial  condition,  then and in such case all of the
obligations  of the Maker  will,  at the  option of the  holder,  become due and
payable immediately without demand or notice.

         In the event of  commencement  of suit to enforce payment of this Note,
Maker agrees to pay such additional attorneys' fees and court costs as the court
may adjudge reasonable.

         This Note is made and enforceable under the laws of the State of Texas.

         IN  WITNESS  OF  THIS  AGREEMENT,  Maker  has  caused  this  Note to be
executed.

                                                     SYSTEMS EVOLUTION INC.

                                                     ------------------------
                                                     Robert C. Rhodes
                                                     Chief Executive Officer


                                      -22-
<PAGE>

                                    SCHEDULES

2.1(c)   Consents and Approvals of Buyer
         NONE

2.2(d)   Bank Liabilities of Seller

           o  Accounts payable of $ 121,674.16
           o  Credit cards
                o  American Express for $2,217.44
                o  AMEX Optima for $15,089.26
                o  Bank One Platinum Visa for $7,027.01
                o  Bank One Visa for $19,786.52
                o  Bank One Visa2 for $ 21,088.95
                o  MBNA MasterCard for $23,955.82
           o  Lines of Credit
                o  Bank One for $99,639.11
                o  Sun Trust for $27,955.62
           o  Payroll liabilities for $25,101.77

2.2(e)   Other Liabilities of Seller

           o  Accrual of $37,500 for profit sharing for payable to employees
              other than shareholders. This accrual is grossed up by 8% to
              $40,500.00 due to employment taxes add-on.
           o  Accrual of $5,600 for Seller's 5 year bonus
           o  Accrual of $39,786.68 for accrued employee vacation (including 8%
              add-on)

2.2(g)   Litigation
         NONE

2.2(h)   Taxes
         NONE

2.2(i)   Severance Payments
         NONE

2.2(j)   Brokers
         NONE

2.2(l)   Contracts
         Attached in due diligence packet received by the Company the week of
         August 23rd, 2004

2.2(n)   Insurance Policies
         5 buy sell life insurance policies to fund buy sell agreements from
         Northwestern Mutual and identical policies from Banner Life in the
         amounts of:

         o   Chris Montgomery  $270,000
         o   Dave R. McCormick $270,000
         o   Frank I. Prevatt $180,000
         o   Richard L. Steinle $180,000
         o   D. Scott Freisen $100,000

2.2(o)   Advances and Inter-company Loans of Seller
         NONE.

2.2(p)   Accrued revenues

There will be outstanding  accrued  revenues not reflected in the A/R which will
be considered within the A/R. This amount is to be determined at close date.


                                      -23-