Exhibit 10.1


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                         AGREEMENT AND PLAN OF MERGER


                                 by and among


                         Omnis Technology Corporation,
                            a Delaware corporation


                           Raining Merger Sub, Inc.,
                            a Delaware corporation


                                 PickAx, Inc.
                            a Delaware corporation

                                      and

                      The Named PickAx, Inc. Stockholder



                          Dated as of August 23, 2000


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<PAGE>

                         AGREEMENT AND PLAN OF MERGER

                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                                        Page
                                                                                       -----
<S>  <C>                                                                               <C>
1.   The Merger; Effective Time ....................................................     1
     1.1  The Merger ...............................................................     1
     1.2  Effective Time of the Merger .............................................     2
2.   The Surviving Corporation .....................................................     2
     2.1  Certificate of Incorporation .............................................     2
     2.2  Bylaws ...................................................................     2
     2.3  Directors and Officers ...................................................     2
3.   Treatment of Shares ...........................................................     4
     3.1  Exchange of Shares; Holdback Shares ......................................     4
     3.2  Mechanics of Exchange ....................................................     9
     3.3  No Further Rights in Stock ...............................................    11
     3.4  Closing ..................................................................    11
     3.5  Supplementary Action .....................................................    11
     3.6  Appraisal Rights; Dissenting Shares ......................................    12
4.   Closing Conditions ............................................................    13
     4.1  Conditions Precedent to Obligations of Omnis and Merger Sub ..............    13
     4.2  Conditions Precedent to Obligations of PickAx and the Named
          PickAx Stockholder .......................................................    17
5.   Representations and Warranties of PickAx and the Named PickAx Stockholder .....    19
     5.1  Organization, Good Standing, Qualification ...............................    19
     5.2  Certificate of Incorporation and Bylaws; Records .........................    20
     5.3  Capitalization ...........................................................    21
     5.4  Authority; Binding Nature of Agreements ..................................    23
     5.5  Non-Contravention; Consents ..............................................    23
     5.6  Intellectual Property ....................................................    25
     5.7  Proceedings; Orders ......................................................    28
     5.8  Financial Statements .....................................................    28
     5.9  Title to Assets ..........................................................    29
     5.10 Contracts ................................................................    30
     5.11 Employees ................................................................    31
     5.12 Compliance with Legal Requirements .......................................    32
     5.13 Governmental Authorizations ..............................................    33
     5.14 Tax Matters ..............................................................    33
     5.15 Securities Laws Compliance; Registration Rights ..........................    36
     5.16 [Reserved] ...............................................................    36
     5.17 Environmental Compliance .................................................    36
     5.18 Insurance ................................................................    36
     5.19 Related Party Interests or Transactions ..................................    37
     5.20 Absence of Changes .......................................................    38
     5.21 The Named PickAx Stockholder; Investment Intent and Restrictions .........    39
     5.22 Powers of Attorney .......................................................    45


                                       1

<PAGE>

                                                                                        Page
                                                                                       -----

      5.23 Benefit Plans; ERISA ....................................................    45
      5.24 Knowledge ...............................................................    47
      5.25 Full Disclosure .........................................................    48
      5.26 No Brokers' and Finders' Fees ...........................................    48
      5.27 Effective Dates .........................................................    49
6.    Representations and Warranties of Omnis and Merger Sub .......................    49
      6.1  Organization, Good Standing, Authority; Binding Nature of Agreement .....    49
      6.2  [Reserved] ..............................................................    49
      6.3  Omnis Stock .............................................................    49
      6.4  Authority; Binding Nature of Agreements .................................    50
      6.5  Non-Contravention; Consents .............................................    50
      6.6  [Reserved] ..............................................................    51
      6.7  Reports and Financial Statements; Absence of Certain Changes ............    51
      6.8  Compliance with Applicable Law ..........................................    53
      6.9  Complete Copies of Requested Reports ....................................    53
      6.10 Full Disclosure .........................................................    53
      6.11 Contracts ...............................................................    53
      6.12 Effective Dates .........................................................    54
7.    Pre-Closing Covenants of PickAx and the Named PickAx Stockholder .............    54
      7.1  Corporate Proceedings; Stockholder Approval .............................    54
      7.2  Access and Investigation ................................................    55
      7.3  Operation of Business ...................................................    55
      7.4  Filings and Consents ....................................................    57
      7.5  Notification; Updates to Disclosure Schedule ............................    58
      7.6  No Plan Amendments. During the Pre-Closing Period, PickAx shall not
           amend or modify or cause the amendment or modification of the terms
           of any Plan .............................................................    59
      7.7  Best Efforts ............................................................    59
8.    Pre-Closing Covenants of Omnis and Merger Sub ................................    59
      8.1  Corporate Proceedings ...................................................    59
      8.2  Access and Investigation ................................................    60
      8.3  Filings and Consents ....................................................    61
      8.4  Notification ............................................................    61
      8.5  Best Efforts ............................................................    62
9.    Other Agreements .............................................................    62
      9.1  Registration of PickAx Options ..........................................    62
      9.2  Change of Names, Ticker Symbol and Address ..............................    62
      9.3  Confidentiality .........................................................    63
      9.4  Public Disclosure .......................................................    63
      9.5  No Inconsistent Action ..................................................    63
      9.6  Restrictive Legend ......................................................    63
      9.7  Certain Tax and Other Matters ...........................................    64
10.   Termination ..................................................................    66
      10.1 Termination Events ......................................................    66


                                       2

<PAGE>

                                                                                Page
                                                                                -----

      10.2 Termination Procedures ..................................................    66
      10.3 Effect of Termination ...................................................    67
      10.4 Exclusivity of Termination Rights .......................................    67
11.   Survival; Pledge of Shares and Security Interest .............................    67
      11.1 Survival of Representations and Covenants ...............................    67
      11.2 Pledge of Holdback Shares; Indemnity; Security Interest .................    68
12.   Miscellaneous ................................................................    72
      12.1 Further Assurances ......................................................    72
      12.2 Fees and Expenses .......................................................    72
      12.3 Attorneys' Fees .........................................................    73
      12.4 Other Taxes .............................................................    73
      12.5 Governing Law ...........................................................    73
      12.6 Successors and Assigns ..................................................    73
      12.7 Entire Agreement ........................................................    74
      12.8 Severability ............................................................    74
      12.9 Amendments ..............................................................    74
      12.10 Notices ................................................................    74
      12.11 Publicity and Use of Confidential Information ..........................    76
      12.12 Counterparts ...........................................................    76
      12.13 Delays or Omissions; Waivers ...........................................    76
      12.14 Remedies Cumulative; Specific Performance ..............................    77
      12.15 Headings ...............................................................    77
      12.16 Construction ...........................................................    77
</TABLE>

                                       3


<PAGE>

                         AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT  AND PLAN OF MERGER (the "Agreement") is entered into as of
August  23,  2000 ("Agreement Date"), by and among OMNIS TECHNOLOGY CORPORATION,
a   Delaware  corporation  ("Omnis"),  RAINING  MERGER  SUB,  INC.,  a  Delaware
corporation  and  a  wholly-owned  subsidiary  of  Omnis ("Merger Sub"), PICKAX,
INC.,  a  Delaware  corporation  ("PickAx"),  and  GILBERT  FIGUEROA (the "Named
PickAx  Stockholder").  Certain  capitalized terms in this Agreement are defined
in Exhibit A.


                                   RECITALS

A.   The Board of Directors of Omnis and PickAx and the sole  director of Merger
     Sub have  determined  that it is in the best interests of their  respective
     stockholders  for Omnis to acquire  PickAx by the merger of Merger Sub with
     and into PickAx upon the terms,  and subject to the  conditions,  set forth
     herein as a reverse triangular merger (the "Merger").

B.   Merger Sub is a wholly-owned subsidiary of Omnis.

C.   For federal income tax purposes,  it is intended that the Merger constitute
     a  "reorganization"  within  the  meaning of  Section  368(a)(2)(E)  of the
     Internal  Revenue Code of 1986, as amended (the  "Code"),  and that each of
     Omnis,  Merger Sub and PickAx be a "party to a  reorganization"  within the
     meaning of Section 368(b) of the Code in respect of the Merger.


                                   AGREEMENT

     Omnis,  Merger  Sub,  PickAx and the Named PickAx Stockholder, intending to
be legally bound, agree as follows:


1. The Merger; Effective Time.

     1.1  The Merger.

     Subject  to  the  terms  and conditions of this Agreement, at the Effective
Time  (as  defined  in  Section 1.2 hereof), Merger Sub shall be merged with and
into  PickAx,  and PickAx shall be the surviving corporation in such Merger, and
the  separate  existence  of  Merger  Sub  shall  thereupon cease. PickAx as the
surviving  corporation  after the Merger is hereinafter sometimes referred to as
the "Surviving Corporation."

     The  Merger  shall  have  the  effects  set forth in this Agreement and the
applicable  provisions  of  Delaware Law. Without limiting the generality of the
foregoing,  and subject thereto, at the Effective Time the Surviving Corporation
(i)  shall  be  subject  to all actions previously taken by each of the Board of
Directors  of  Merger  Sub and PickAx as herein further provided, and (ii) shall
retain  or  succeed  to  without  other  transfer  and  shall possess all of the
assets,  rights,  powers  and  property  as constituted immediately prior to the
Effective  Time  of  each  of  PickAx and Merger Sub, all as more fully provided
under the applicable provisions of the Delaware General Corporation Law.

     1.2 Effective Time of the Merger.

     The  Merger  shall  become effective upon the completion of the filing of a
properly  executed  Certificate  of  Merger  with  the Secretary of State of the
State  of  Delaware, which filing shall be made as soon as practicable after the
Closing  of  the  Transactions. When used in this Agreement, the term "Effective
Time"  with  respect  to  the  Merger shall mean the date and time at which such
Certificate  of Merger has been accepted for filing by the Secretary of State of
Delaware.


                                      A-1

<PAGE>

2. The Surviving Corporation.

     2.1 Certificate of Incorporation.

     The  Certificate  of Incorporation of PickAx as in effect immediately prior
to  the  Effective  Time  shall  be  at  the  Effective  Time the Certificate of
Incorporation  of the Surviving Corporation until thereafter amended as provided
by law.

     2.2 Bylaws.

     The  Bylaws  of  PickAx,  as  in  effect immediately prior to the Effective
Time,  shall  be  at  the Effective Time the Bylaws of the Surviving Corporation
until thereafter amended as provided by law.

     2.3 Directors and Officers.

       (a)  The  initial  directors  of  the  Surviving Corporation shall be the
director  or  directors  of  PickAx  as  of  the  Effective  Time,  until  their
respective  successors are duly elected or appointed and qualified in the manner
provided  in  the  Certificate  of  Incorporation  and  Bylaws  of the Surviving
Corporation,  or  as  otherwise  provided  by  law.  The initial officers of the
Surviving  Corporation  shall be the officers of PickAx immediately prior to the
Effective  Time,  until  their  respective  successors are duly appointed in the
manner  provided in the Certificate of Incorporation and Bylaws of the Surviving
Corporation, or as otherwise provided by law.

       (b)  Immediately  prior  to  the Effective Time, Philip Barrett and James
Dorst  shall resign as directors of Omnis effective as of the Effective Time and
the  remaining  directors  of  Omnis  shall  appoint  Brian  Sparks  and Gilbert
Figueroa  as  successors  thereto  effective  as  of  the  Effective  Time.  The
directors  of  Omnis  at the Effective Time shall hold office from the Effective
Time  until  their  respective  successors  are  duly  elected  or appointed and
qualified  in the manner provided in the Certificate of Incorporation and Bylaws
of Omnis, or as otherwise provided by law.

       (c)  Immediately  prior  to  the  Effective Time, Philip Barrett, Gwyneth
Gibbs  and Geoffrey Wagner shall resign as officers of Omnis effective as of the
Effective  Time  and the Board of Directors of Omnis shall appoint the following
persons  to  the  offices  set  forth opposite their names, which officers shall
hold  office  as  officers  of  Omnis  from  the  Effective  Time subject to the
pleasure  of  the  Board  and  to any express written contractual rights between
Omnis and each of such persons:


  Name                                          Title
  ---------------------   -------------------------------------------------
  Bryce Burns             Chairman of the Board of Directors
  Gilbert Figueroa        Chief Executive Officer and President
  Richard Lauer           Chief Operating Officer and Vice President
  Scott Anderson          Vice President, Finance; Treasurer and Secretary
  Mario Barrenechea       Vice President
  Timothy Holland         Vice President
  Gwyneth Gibbs           President, Omnis Technology Division


3. Treatment of Shares.

     3.1 Exchange of Shares; Holdback Shares.

     At  the  Effective  Time,  by  virtue of the Merger and without any further
action  on  the  part  of  the  holders  thereof, subject to the other terms and
conditions hereof:

       (a)  Outstanding  Omnis Capital Stock.. The shares of Omnis capital stock
which  shall  be  outstanding  immediately  prior  to  the Effective Time of the
Merger shall remain outstanding and shall not be affected by the Merger.

       (b)  Exchange  Ratio.  Subject  to  Sections  3.1(c) and 3.2 hereof, each
share  of common stock, $0.01 par value per share, of PickAx (the "PickAx Common
Stock")  issued  and outstanding immediately prior to the Effective Time will be
canceled  and  extinguished  and  automatically converted into the fraction of a
share  of  Common  Stock  of Omnis, $0.10 par value per share (the "Omnis Common
Stock") determined pursuant to the following formula ("Exchange Ratio"):


                                      A-2

<PAGE>

              The greater of:

              (i)  (39,700,000  / the average bid closing  price of Omnis Common
              Stock during the twenty (20) trading days prior to the two trading
              days  prior  to the  Agreement  Date  (the  "Average  Omnis  Stock
              Price")), divided by the Fully Diluted PickAx Shares; or

              (ii) 0.5 multiplied by (13,176,000/Fully Diluted PickAx Shares).

Fractional  shares of Omnis Common Stock determined under the foregoing Exchange
Ratio  shall  be aggregated as to each PickAx Stockholder to determine the total
number  of  shares of Omnis Common Stock issuable to such Stockholder hereunder.
Each  share  of  PickAx  Common  Stock  held by or for PickAx or owned by or for
Omnis  or held or owned by or for any direct or indirect subsidiary of PickAx or
of  Omnis  immediately  prior  to  the  Effective  Time  shall  be  canceled and
extinguished  without  any  payment  of consideration therefor or any conversion
thereof.

       (c) Holdback  Shares.  The maximum number of shares of Omnis Common Stock
into which PickAx Common Stock is exchangeable  pursuant to Section 3.1(b) above
shall be referred to herein as the "Maximum Shares". Ninety percent (90%) of the
Maximum  Shares shall be issued to the PickAx  stockholders  as of the Effective
Time pursuant to Section 3.1(g) hereof (the "Closing  Shares").  With respect to
the remaining ten percent (10%) of the Maximum Shares (the  "Holdback  Shares"),
such shares shall be issued to the PickAx stockholders as follows:

              (i) The Holdback Shares shall be issued in the respective names of
the PickAx stockholders pursuant to Section 3.1(b) hereof and delivered to Union
Bank of California, N.A. (the "Escrow Agent") at 475 Sansome Street, 12th Floor,
San Francisco,  California  94111,  Attention  Corporate Trust  Department.  The
parties agree that the Holdback  Shares shall be held in escrow until release of
such shares is  authorized  by the Board of Directors  of Omnis  pursuant to the
terms hereof.

              (ii)  The  combined  gross  revenues  of Omnis  and the  Surviving
Corporation,  on a consolidated basis, for the period (the "Earn Out Measurement
Period")  beginning on the first day of the first full month after the Effective
Time and ending on the first  anniversary of such date (the "Earn Out Date") are
referred to herein as the "Earn Out  Revenues."  All Earn Out Revenues  shall be
computed pursuant to GAAP applied on a consistent basis.

              (iii)  If the  Earn  Out  Revenues  during  or for  the  Earn  Out
Measurement  Period are at least Twenty Five Million Dollars  ($25,000,000) (the
"Target  Earn  Out"),  the Board of  Directors  of Omnis shall  provide  written
instructions  to its escrow  agent to  transfer to the PickAx  stockholders  the
certificates for all of the Holdback  Shares,  within thirty (30) days after the
date on which the Earn Out Revenues  first equal (or exceed) the Target Earn Out
and subject to Section 3.2 hereof.

              (iv) If the Earn Out Revenues for the Earn Out Measurement  Period
are less than Twenty Two Million Five  Hundred  Thousand  Dollars  ($22,500,000)
(the "Minimum Earn Out"),  the Holdback Shares shall be cancelled as of the Earn
Out Date by virtue of this  Agreement and without any further action on the part
of Omnis or any other party and all of the shares of Common Stock represented by
the Holdback Shares thereupon shall be eligible for reissuance by Omnis.


                                      A-3


<PAGE>

              (v) If the Earn Out Revenues are greater than the Minimum Earn Out
and less than the Target  Earn Out for the Earn Out  Measurement  Period,  Omnis
shall (A) provide  written  instructions  to its escrow agent to transfer to the
PickAx stockholders within thirty (30) days after the Earn Out Date certificates
for the number of the Holdback  Shares  computed  using the  following  formula,
subject to Section 3.2 hereof:

              X = ((A / B) x C) - D

Where:        X =  The aggregate number of Holdback Shares to be issued to the
                   PickAx stockholders,

              A = The Earn Out Revenues,

              B = The Target Earn Out,

              C = The Maximum Shares, and

              D = The total number of the Closing Shares;

and  (B) the portion of the Holdback Shares not issued or issuable to the PickAx
stockholders  pursuant  to the preceding clause (A) shall be cancelled as of the
Earn  Out Date by virtue of this Agreement and without any further action on the
part  of  Omnis  or  any  other  party  and  all  of  the shares of Common Stock
represented  by  such Holdback Shares thereupon shall be eligible for reissuance
by  Omnis.  In  such  event  Omnis  shall  promptly  notify  each  of the PickAx
stockholders  in  writing  at their last address known to Omnis (a "Cancellation
Notice") of such cancellation of such Holdback Shares hereunder.

              (vi)  Notwithstanding  any  of  the  foregoing  provisions  to the
contrary,  all of the  Holdback  Shares  shall be  security  for and none of the
Holdback Shares shall be transferred to any of the PickAx stockholders until the
discharge of the rights and obligations of the PickAx  stockholders and Omnis as
expressly  provided by Section 11.2 hereof; and in the event of any conflict the
provisions of Section 11.2 shall be controlling.

       (d) PickAx  Options.  At the Effective Time, all PickAx Options listed in
Schedule III hereto shall be assumed by Omnis in  accordance  with the following
provisions:

              (i) At the Effective Time, each such PickAx Option, whether vested
or unvested,  shall be, in connection  with the Merger,  assumed by Omnis.  Each
PickAx Option so assumed by Omnis under this  Agreement  shall continue to have,
and be subject  to, the same terms and  conditions  set forth in the PickAx 2000
Stock Plan (the  "Option  Plan")  and/or as  provided in the  respective  option
agreements governing such PickAx Option immediately prior to the Effective Time,
except that (A) such PickAx Option shall be exercisable for that number of whole
shares of Omnis  Common  Stock  equal to the  product of the number of shares of
Common Stock that were issuable upon exercise of such PickAx Option  immediately
prior to the Effective Time  multiplied by the Exchange  Ratio,  rounded down to
the nearest  whole number of shares of the common stock of Omnis and (B) the per
share  exercise  price for the shares of the Common Stock of Omnis issuable upon
exercise of such assumed PickAx Option shall be equal to the quotient determined
by dividing  the exercise  price per share of PickAx  Common Stock at which such
PickAx Option was  exercisable  immediately  prior to the Effective  Time by the
Exchange Ratio, rounded up to the nearest whole cent.


              (ii) It is the  intention of the parties  that the PickAx  Options
assumed by Omnis  hereunder  qualify as of the Effective Time as incentive stock
options as defined in Section  422 of the Code to the extent the PickAx  Options
qualified as incentive stock options immediately prior to the Effective Time.

              (iii) Promptly  following the Effective Time,  Omnis will issue to
each holder of any outstanding PickAx Option a document evidencing the foregoing
assumption of such PickAx Option by Omnis.

              (iv) All PickAx  Options not listed in Schedule  III hereto  shall
not be assumed and shall terminate as of the Closing.


                                      A-4


<PAGE>

       (e) PickAx Warrants. At the Effective Time, the PickAx Warrants listed in
]Schedule I hereto shall be deemed cancelled and exchanged for similar  warrants
of Omnis, subject to the following provisions:

              (i) Each of such  PickAx  Warrants  shall be  exercisable  for the
number of whole  shares of Omnis Common Stock equal to the product of the number
of shares of Common  Stock  that were  issuable  upon  exercise  of such  PickAx
Warrant  immediately  prior to the  Effective  Time  multiplied  by the Exchange
Ratio, rounded down to the nearest whole number of shares of the common stock of
Omnis (the "Maximum Warrant Shares"), at the times and subject to the additional
conditions set forth below:

        (A)  Each  of  such  PickAx  Warrants  shall  be  exercisable for ninety
percent  (90%)  of  the  Maximum  Warrant Shares at the times and subject to the
additional  conditions  set  forth in the original certificate representing such
securities ("Warrant Closing Shares");

        (B)  If  the  Earn  Out Revenues are greater than or equal to the Target
Earn  Out,  then  each  of  such  PickAx  Warrants  shall be exercisable for the
additional  ten  percent  (10%) of Maximum Warrant Shares (the "Holdback Warrant
Shares")  at the later of (1) the date on which Earn Out Revenues first equal or
exceed  the  Target  Earn  Out  or  (2)  the  date  set  forth  in  the original
certificate.  If  the  Earn  Out Revenues are less than the Minimum Earn Out for
the  Earn  Out  Measurement  Period,  then  each  of  such PickAx Warrants shall
terminate  with  respect  to the Holdback Warrant Shares and such Warrants shall
be  deemed  amended  to  such  effect  by  virtue  of this Agreement and without
further  action  by  Omnis  or  any  other  party.  If the Earn Out Revenues are
greater  than  the  Minimum  Earn  Out and less than the Target Earn Out for the
Earn  Out  Measurement  Period,  then  (x) each of such PickAx Warrants shall be
exercisable  for  the  number  of the Holdback Warrant Shares computed using the
following formula:

              X = ((A / B) x C) - D

Where:        X = The  number of  Holdback  Warrant  shares for which the PickAx
                  Warrant is exercisable,

              A = The Earn Out Revenues,

              B = The Target Earn Out,

              C = The Maximum Warrant Shares,

              D = The total number of Warrant Closing Shares; and

and  (y)  any  right to exercise the PickAx Warrant for the remaining portion of
the  Holdback Warrant Shares shall terminate with respect to such Shares and the
Warrants  shall be deemed amended to such effect by virtue of this Agreement and
without  any  further  action  on  the part of Omnis or any other party. In such
event  Omnis  shall  promptly  notify  each of the Warrant Holders in writing at
their  last  address  known  to  Omnis  (also  a  "Cancellation Notice") of such
termination  of  rights  with respect to such remaining Holdback Warrant Shares.
All  PickAx Warrants not listed in Schedule I shall terminate as of the Closing.


              (ii) The per share  exercise  price for the  shares of the  Common
Stock of Omnis issuable upon exercise of such PickAx  Warrants shall be equal to
the  quotient  determined  by dividing  the  exercise  price per share of PickAx
Common Stock at which such PickAx Warrant was exercisable  immediately  prior to
the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.

       (f) PickAx Convertible Debt. As of the Effective Time, the Astoria PickAx
Convertible  Debt shall be amended and  superseded  in its entirety by the Omnis
Loan Promissory  Note  containing the terms and conditions and in  substantially
the form of Exhibit B. As of the Effective Time the holder of the Astoria PickAx
Convertible  Debt at the  Closing  ("Convertible  Debt  Holder")  shall  also be
granted a warrant to purchase  Five  Hundred  Thousand  (500,000)  shares of the
Common Stock of Omnis at a warrant  exercise price of Seven Dollars  ($7.00) per
share pursuant to the terms and conditions of the Astoria Warrant containing the
terms and conditions and in substantially the form of Exhibit C.

       (g) Merger Sub Capital Stock. Each share of Common Stock, $0.01 par value
per share,  of Merger Sub (the "Merger Sub Common Stock") issued and outstanding
immediately  prior to the  Effective  Time shall be  converted  into one validly
issued, fully paid and nonassessable share of Common Stock,


                                      A-5


<PAGE>

$0.01  par  value  per  share,  of  the  Surviving Corporation. Each certificate
evidencing  ownership  of  shares  of  Merger  Sub  Common  Stock shall evidence
ownership of such shares of capital stock of the Surviving Corporation.

       (h)  Fractional  Shares.  Notwithstanding  any  other  provision  of this
Agreement,  no fraction of a share of Omnis Stock shall be issued in the Merger.
In lieu of fractional  shares,  the PickAx  stockholders upon surrender of their
Certificates  as set  forth in  Section  3.2  shall be paid an amount in cash by
Omnis,  without  interest,  rounded  down to the  nearest  cent,  determined  by
multiplying the fractional interest to which such Stockholder would otherwise be
entitled by the Average Omnis Stock Price.

       (i)  Restricted  Shares.  The shares of Omnis Stock issued in  connection
with the  Transactions  will not be registered under the Securities Act, subject
solely to the Rights  Agreement.  Such shares may not be  transferred  or resold
thereafter,  except in compliance with the terms of this Agreement and the other
Transactional  Agreements and following registration under the Securities Act or
in reliance on an exemption from registration under the Securities Act.

     3.2 Mechanics of Exchange.

     At  the  Effective  Time  each  PickAx  Stockholder  shall  be  entitled to
surrender  the  certificate  or  certificates  that  immediately  prior  to  the
Effective  Time  represented  the  PickAx  Stock (the "Certificates"), and which
were  cancelled  and  converted  into  the  Omnis  Stock pursuant to Section 3.1
hereof,   to   Omnis  in  exchange  for  a  stock  certificate  or  certificates
representing  such  stockholder's  allocable  portion  of  Omnis Stock as herein
provided.  It  shall  be  a  condition of such exchange that the Certificates so
surrendered  shall be properly endorsed or otherwise in proper form for transfer
to Omnis.

       (j) From and after the Effective Time, there shall be no transfers on the
stock  transfer  books of PickAx of the  PickAx  Stock  which  were  outstanding
immediately  prior  to  the  Effective  Time.  If,  after  the  Effective  Time,
Certificates  formerly  representing  the PickAx  Stock set forth on  Schedule I
attached  hereto are  presented  to Omnis for payment or for any other  purpose,
they shall be cancelled and exchanged for the applicable  portion of Omnis Stock
in accordance with the procedures set forth in this Section.

       (k) In the event that any  Certificate  shall  have been lost,  stolen or
destroyed,  upon the making of a bona fide  affidavit of that fact by the PickAx
Stockholder  claiming such  Certificate to be lost,  stolen or destroyed,  Omnis
will issue or cause to be issued in exchange for such lost,  stolen or destroyed
Certificate a stock  certificate  or  certificates  representing  the portion of
Omnis Stock for which the shares of PickAx Stock  represented by the Certificate
have been  exchanged in accordance  with this Section 3. When  authorizing  such
issuance in exchange  therefor,  Omnis may, in its discretion and as a condition
precedent to the issuance thereof, require such PickAx Stockholder to give Omnis
a bond in such sum as Omnis  may  direct as  indemnity,  or such  other  form of
indemnity,  as Omnis shall  direct,  against any claim that may be made  against
Omnis with  respect  to the  Certificate  alleged  to have been lost,  stolen or
destroyed.

       (l)  Omnis  may,  at  its option, meet its obligations under this Section
3.2  through  a  bank  or  trust company selected by Omnis to act as exchange or
transfer agent in connection with the Transactions.

       (m)  If  any  stock certificate for Omnis Stock is to be issued in a name
other  than  that  in  which the Certificate surrendered in exchange therefor is
registered,  it shall be a condition of such exchange that the person requesting
such  exchange  shall  (i)  pay to Omnis any transfer or other taxes required by
reason  of the issuance of certificates for such securities in a name other than
that  of  the  registered holder of the Certificate surrendered, or establish to
the  satisfaction of Omnis that such tax has been paid or is not applicable; and
(ii)   provide  documentary  evidence  satisfactory  to  Omnis  or  its  counsel
establishing  the  right  of such person to have such Omnis Stock issued in such
name.

       (n)  Notwithstanding  any  contrary  provision of this Agreement, neither
Omnis  nor  any officer or director or agent or employee thereof nor other party
hereto  shall be liable to a holder of shares of PickAx Stock for any portion of
Omnis  Stock, or dividends thereon, or in accordance with Section 3.1 hereof the
cash  payment  for  any  fractional  interests,  delivered  to a public official
pursuant  to  applicable  escheat  laws  following the passage of time specified
therein.


                                      A-6


<PAGE>

       (o)  Each  of  the  Exchange  Agent,  Omnis and the Surviving Corporation
shall  be  entitled  to  deduct  and  withhold from any consideration payable or
otherwise  deliverable pursuant to this Agreement to any holder or former holder
of  PickAx  Common  Stock  such  amounts  as  may  be required to be deducted or
withheld  therefrom  under  the  Code  or under any provision of state, local or
foreign  tax  law or under any other applicable legal requirement. To the extent
such  amounts are so deducted or withheld, such amounts shall be treated for all
purposes  under  this  Agreement  as having been paid to the person to whom such
amounts would otherwise have been paid.

     3.3 No Further Rights in Stock.

     All   cash,   cash  equivalents  or  securities  received  by  each  PickAx
stockholder  pursuant  to  this Agreement shall be deemed to have been delivered
and  received  in  full  satisfaction  of  all  rights pertaining to such PickAx
stockholder's  shares  of PickAx Stock. At the Effective Time of the Merger, the
PickAx  stockholders  shall  cease to have any rights with respect to any of the
PickAx  Stock, and their sole right shall be to receive Omnis Stock (or cash for
fractional shares).

     3.4 Closing.

     The  closing  of  the  Transactions (the "Closing") shall take place at the
offices  of  PickAx, 1691 Browning, Irvine, California 92606 at 1:00 p.m., local
time,  on  the  later  of  (x) September 29, 2000 or (y) the second business day
after  the  day on which all of the conditions set forth in Sections 4.1 and 4.2
hereof  are  satisfied or waived as reasonably certified by the respective legal
counsel  for  PickAx  and  Omnis  in good faith, or at such other date, time and
place  as  the  parties  shall  otherwise  agree  (the date of such Closing, the
"Closing Date").

     3.5 Supplementary Action.

     If  at  any  time  after  the  Effective  Time,  any further assignments or
assurances  in  law  or any other acts or documents or instruments are necessary
or  desirable  to  vest  or  to  perfect  or  confirm of record in the Surviving
Corporation  the title to any property or rights of PickAx or to vest or perfect
or  confirm  of record in Omnis to any of the PickAx Securities, or otherwise to
carry  out  the  provisions  of  this Agreement, effective as of the Closing the
then  current  officers  and  directors  of  Omnis  are  hereby each irrevocably
appointed  and  authorized  and  empowered  on  behalf of Omnis or PickAx or the
Surviving  Corporation,  by  each of such corporations and in the name of and on
behalf  of  either  of  such  corporations  as necessary or desirable and in the
capacity  of  such  persons  as  officers or directors of Omnis, to act as their
attorneys-in-fact   and  to  execute  and  deliver  any  and  all  documents  or
instruments  and  to  do such other acts as necessary or desirable to vest or to
perfect   or  confirm  title  to  such  property  or  rights  in  the  Surviving
Corporation  or  Omnis  (as  the  case  may  be), and otherwise to carry out the
purposes and provisions of this Agreement.

     3.6 Appraisal Rights; Dissenting Shares.

       (a) If any  holders of PickAx  Stock are  entitled  to  dissent  from the
Merger  and any such  holders  demand  appraisal  of their  PickAx  Stock  under
applicable  law (each person  electing to exercise  such rights,  a  "Dissenting
Holder"),  any  shares of PickAx  Stock  held by a  Dissenting  Holder for which
appraisal has been so demanded in accordance  with  applicable law  ("Dissenting
Shares")  shall not be  cancelled  and  exchanged  as  described  in Section 3.1
hereof,  but from and after the Effective Time shall represent only the right to
receive such consideration as may be determined to be due such Dissenting Holder
under applicable law;  provided however that (i) each share of PickAx Stock held
by a Dissenting Holder who shall, after the Effective Time,  withdraw its demand
for  appraisal  or lose its rights of  appraisal  with respect to such shares of
PickAx Stock,  in either case pursuant to applicable  law, shall not be deemed a
Dissenting  Share, but shall be deemed to be cancelled and converted,  as of the
Effective  Time,  into Omnis Stock as set forth in Section 3.1 hereof;  and (ii)
each  Dissenting  Share shall be counted as a share of PickAx  Common  Stock for
purposes of all computations made under Section 3.1 hereof.

       (b) PickAx  shall give Omnis  prompt  notice of any  written  demands for
appraisal of any shares of PickAx Stock, withdrawals of such demands or failures
to perfect  appraisal rights  resulting in a loss of such rights,  and any other
instruments  received by PickAx which  relate to any such demand for  appraisal.
PickAx  shall not  voluntarily  make any payment  with respect to any demands or
potential demands for


                                      A-7


<PAGE>

appraisal  of  PickAx  Stock  or  agree to or offer to settle or settle any such
demands  or  potential demands. Omnis shall be responsible for any settlement of
any   lawful   claims   for  consideration  for  any  Dissenting  Shares,  which
settlements  may  be  paid  in  cash, Omnis Stock or such other consideration as
Omnis may determine, except as otherwise required under applicable law.


4. Closing Conditions.

     4.1 Conditions Precedent to Obligations of Omnis and Merger Sub.

     The  obligations  of  Omnis  and Merger Sub to consummate the Merger and to
take  the other actions required to be taken by Omnis at the Closing are subject
to  the  satisfaction,  at  or  prior  to  the Closing, of each of the following
conditions  (any  of which may be waived by Omnis and Merger Sub, in whole or in
part, in accordance with Section 12.13):

       (a) The  representations  and warranties made by PickAx in or pursuant to
this Agreement or in any other Transactional  Agreement shall have been true and
accurate in all material respects as of the date of this Agreement and as of the
Closing as though made on and as of the Closing,  without  giving  effect to any
Disclosure  Schedule  Update and without waiving any rights or remedies of Omnis
in the event of any breach thereof;

       (b)  The   representations  and  warranties  made  by  the  Named  PickAx
Stockholder in or pursuant to Section 5.21 hereof or in any other  Transactional
Agreement  shall have been true and accurate in all material  respects as of the
date of this  Agreement  and as of the  Closing as though  made on and as of the
Closing,  without  giving effect to any Disclosure  Schedule  Update and without
waiving any rights or remedies of Omnis in the event of any breach thereof;

       (c)  All  covenants,  agreements  and/or  conditions  contained  in  this
Agreement or in any other  Transactional  Agreement to be observed by any of the
PickAx  stockholders  and/or PickAx or PickAx Systems on or prior to the Closing
shall have been performed or complied with in all material respects;

       (d) The PickAx  stockholders or PickAx or the Convertible Debt Holder, as
the case may be, shall have delivered the following documents to Omnis:

              (i) A Registration  Rights Agreement in substantially  the form of
Exhibit D (the "Rights Agreement"), duly executed by the PickAx stockholders and
the holders of PickAx Warrants;

              (ii) Employment and Non-Competition Agreements for each of the Key
Employees, contain such terms and conditions acceptable to Omnis and its counsel
and duly executed by each of the Key Employees;

              (iii) The legal opinion of Greenberg  Traurig,  counsel to PickAx,
dated the Closing Date, in substantially the form of Exhibit E, duly executed by
said firm;

              (iv) The duly executed and irrevocable written consents of each of
the holders of the PickAx Warrants to the terms and conditions of this Agreement
and any other Transactional Agreement, for the joint benefit of Omnis and Merger
Sub.

              (v) Investment Representation Statements in substantially the form
of  Exhibit  F, duly  executed  for the  benefit  of Omnis by each of the PickAx
stockholders other than the Named PickAx  Stockholder ; and the  representations
and warranties made by the said PickAx  stockholders  shall be true and accurate
in all  material  respects as of the  Closing and without  waiving any rights or
remedies of Omnis in the event of any breach thereof;

              (vi)   Certificates   (the  "Named  PickAx   Stockholder   Closing
Certificate"  and "PickAx Closing  Certificate,"  respectively)  executed by the
Named PickAx  Stockholder  and a duly  authorized  senior  executive  officer of
PickAx,   respectively,   dated  as  of  the  Closing,  and  certifying  to  the
satisfaction of the conditions specified in Sections 4.1(a) and (b);

              (vii) The written resignations of all of the members of the PickAx
Board other than Gilbert  Figueroa,  who shall be the sole director of PickAx as
of the Effective Time;


                                      A-8


<PAGE>

              (viii) Written evidence  reasonably  satisfactory to Omnis and its
counsel of the grant of PickAx Options to the employees or consultants of PickAx
or other Persons as set forth on Schedule III attached hereto;

              (ix) Such  other  documents  reasonably  satisfactory  to Omnis as
Omnis may request in good faith for the purpose of (A)  evidencing  the accuracy
of any representation or warranty made by PickAx or the PickAx stockholders, (B)
evidencing the compliance by PickAx or PickAx Systems or the PickAx stockholders
with, or the performance by PickAx or PickAx Systems or the PickAx  stockholders
of,  any  covenant  or  obligation  set  forth in this  Agreement  or any  other
Transactional  Agreement,  (C) evidencing the satisfaction of the conditions set
forth in this Section 4.1, or (D) otherwise  facilitating  the  consummation  or
performance of any of the Transactions; and

              (x) The Astoria PickAx Convertible Debt instrument,  duly endorsed
by the holder thereof in blank.

       (e)  Each  of the Key Employees shall have accepted employment with Omnis
or  the  Surviving  Corporation (or one of the other subsidiaries of Omnis), and
shall  have  executed  and delivered legally binding and irrevocable releases of
all  claims  of  any  kind  against  PickAx  and/or  its  Affiliates through and
including  the  Closing,  in form and substance reasonably satisfactory to Omnis
and its counsel;

       (f)  To  the satisfaction of Omnis and its counsel, the offer and sale of
Omnis  Stock and Merger Sub Common Stock pursuant to the terms of this Agreement
shall  comply  with  an  exemption  from  registration  under the Securities Act
and/or any applicable federal or state securities laws and regulations;

       (g)  All corporate and other proceedings required to be taken on the part
of  the  Board  of  Directors  of  PickAx in connection with this Agreement, the
Transactional  Agreements  and  the  Transactions,  and  all  documents incident
thereto,  shall have been taken and shall be reasonably satisfactory in form and
in  substance  to  Omnis  and  its counsel; and the Board of Directors of PickAx
shall  have  ratified  or  approved  the  execution  of  this  Agreement and the
Transactional  Agreements  by PickAx and shall have approved the consummation of
the Transactions under applicable law;

       (h)  All corporate and other proceedings required to be taken on the part
of   the   stockholders  of  PickAx  in  connection  with  this  Agreement,  the
Transactional  Agreements  and  the  Transactions,  and  all  documents incident
thereto,  shall have been taken and shall be reasonably satisfactory in form and
in  substance  to  Omnis  and  its counsel; and the stockholders of PickAx shall
have  approved  the  execution  of  this  Agreement  and the other Transactional
Agreements   by   PickAx  and  shall  have  approved  the  consummation  of  the
Transactions under applicable law;

       (i)  The  stockholders of Omnis shall have approved the execution of this
Agreement  and  the  other  Transactional  Agreements  by  Omnis  and shall have
approved the consummation of the Transactions under applicable law;

       (j)  The  stockholder  of Merger Sub shall have approved the execution of
this  Agreement  and  the other Transactional Agreements by Merger Sub and shall
have approved the consummation of the Transactions under applicable law;

       (k)  There  shall  not  be  shares  of PickAx Stock entitled to appraisal
rights  pursuant to Section 262 of the Delaware General Corporation Law or other
appraisal  or  dissenters'  rights  under applicable law, constituting more than
one  percent  (1%)  of the capital stock of PickAx calculated on a fully-diluted
basis immediately prior to the Closing Date;

       (l)  Each of the Consents identified or required to be identified in Part
5.4  of  the  Disclosure  Schedule shall have been obtained and shall be in full
force and effect;

       (m)  Omnis  and  Merger  Sub  shall have completed their due diligence of
PickAx  and its Affiliates to the reasonable satisfaction of Omnis and its legal
counsel;

       (n)  There  shall  have  been no material adverse change in the business,
condition,  assets,  liabilities, operations, financial performance or prospects
of  PickAx or any of its Subsidiaries since the Agreement Date, other than facts
or  conditions  relating exclusively to political or economic matters of general
applicability that will adversely affect comparable Entities generally;


                                      A-9


<PAGE>

       (o)  There  shall not have been commenced or expressly threatened against
Omnis  or  Merger  Sub  or  PickAx  or  any  of  their respective Affiliates any
Proceeding  (i)  involving  any challenge to, or seeking damages or other relief
in  connection with, any of the Transactions, or (ii) that is likely to have the
effect  of  preventing,  delaying,  making illegal or otherwise interfering with
any  of  the  Transactions or have a material adverse effect on PickAx or PickAx
Systems or Omnis or Merger Sub;

       (p)  Any  and  all  liabilities of any kind or nature of PickAx or any of
its  Affiliates  or  PickAx  stockholders  to  Devonshire  Holdings,  LLC or any
Affiliate  thereof,  and  any  and  all  claims  or  actions or causes of action
related  thereto,  shall  have  been fully discharged or satisfied or settled by
PickAx prior to the Closing, on terms acceptable to Omnis;

       (q)  Omnis  and  Merger  Sub  shall have received a Fairness Opinion from
Alliant  Partners  with  respect to the material terms of the Merger in form and
content  satisfactory  to  the Board of Directors of Omnis and Merger Sub, which
Fairness  Opinion  is not withdrawn by Alliant Partners at any time prior to the
Closing;

       (r)  PickAx shall have obtained and received proceeds after July 15, 2000
and  on  or  before  the  Closing  from  Astoria  Capital  Partners, L.P. or any
Affiliate  thereof  in  the  minimum amount of Four Million Dollars ($4,000,000)
pursuant   to   financing   arrangements  on  terms  and  conditions  reasonably
acceptable   to  Omnis  and  in  a  transaction  exempt  from  the  registration
requirements  of  the  Securities  Act and otherwise in material compliance with
applicable laws;

       (s)  PickAx  Systems  shall  have  fully  consummated  the acquisition of
certain  assets of General Automation on or before the Closing pursuant to terms
and conditions reasonably acceptable to Omnis;

       (t)  No  Person  shall  have  made  or  expressly  threatened  any  claim
asserting  that such Person (i) may be the holder or the beneficial owner of, or
may  have the right to acquire or to obtain beneficial ownership of, any capital
stock  or  other  securities  of PickAx or any of its Affiliates, or (ii) may be
entitle  to all or any portion of the Omnis Stock or Surviving Corporation Stock
issuable or exchangeable in the Merger; and

       (u)  Neither  the   consummation  nor  the  performance  of  any  of  the
Transactions  will,  directly or indirectly  (with or without notice or lapse of
time),  contravene  or conflict with or result in a violation of, or cause Omnis
or Merger Sub or PickAx,  or any Person  affiliated  with Omnis or Merger Sub or
PickAx,  to suffer any material  adverse  consequence  under, (a) any applicable
legal  requirement or Order, or (b) any legal requirement or Order that has been
proposed by or before any  Governmental  Body,  other than with respect to Taxes
for which Omnis may be liable.

     4.2 Conditions  Precedent  to  Obligations  of  PickAx and the Named PickAx
Stockholder.

     The  obligation  of  PickAx  and  the  Named PickAx Stockholder to take the
actions  required  to be taken by such parties at the Closing, is subject to the
satisfaction,  at  or  prior to the Closing, of each of the following conditions
(any  of  which may be waived by PickAx, in whole or in part, in accordance with
Section 12.13):

       (a)  The  representations  and warranties made by Omnis and Merger Sub in
this  Agreement or in any other Transactional Agreement shall have been true and
correct  in all material respects as of the date of this Agreement and as of the
Closing  as  though made on and as of the Closing, without waiving any rights or
remedies  of  PickAx  or the Named PickAx Stockholder in the event of any breach
thereof;

       (b)  All  covenants,  agreements  and/or  conditions  contained  in  this
Agreement  or in any other Transactional Agreement to be observed by Omnis on or
prior  to the Closing shall have been performed or complied with in all material
respects;

       (c)  Omnis  shall  have  delivered  the following documents to the PickAx
stockholders and/or PickAx and/or the Key Employees, as the case may be:

              (i) The Rights Agreement, duly executed by Omnis;

              (ii) The Employment and  Non-Competition  Agreements duly executed
by the Surviving Corporation;


                                      A-10


<PAGE>

              (iii) The legal  opinion of  Morrison & Foerster  LLP,  counsel to
Omnis and Merger Sub,  dated as the Closing  Date in  substantially  the form of
Exhibit G, duly executed by said firm; and

              (iv)  A   certificate   (the   "Omnis  and   Merger  Sub   Closing
Certificate")  executed by a duly authorized  senior executive  officer of Omnis
and by a duly authorized senior executive officer of Merger Sub, dated as of the
Closing and  certifying  to the  satisfaction  of the  conditions  specified  in
Sections 4.2(a) and (b);

       (d)  Omnis  shall  have  delivered  to  the  Convertible  Debt Holder the
following documents, duly executed by Omnis:

              (i) The Omnis Loan  Promissory Note in  substantially  the form of
Exhibit B;

              (ii) The Astoria Warrant in substantially the form of Exhibit C;

       (e)  All corporate and other proceedings required to be taken on the part
of  the  Boards  of  Directors  of  Omnis and Merger Sub in connection with this
Agreement,  the Transactional Agreements and the Transactions, and all documents
incident  thereto, shall have been taken and shall be reasonably satisfactory in
form  and in substance to PickAx and its counsel; and the Boards of Directors of
Omnis  and  Merger  Sub  shall  have  ratified or approved the execution of this
Agreement  and  the  Transactional  Agreements by PickAx and shall have approved
the consummation of the Transactions under applicable law;

       (f)  All corporate and other proceedings required to be taken on the part
of  the  stockholders of Omnis and Merger Sub in connection with this Agreement,
the  Transactional  Agreements  and the Transactions, and all documents incident
thereto,  shall have been taken and shall be reasonably satisfactory in form and
in  substance  to  PickAx  and  its  counsel;  and the stockholders of Omnis and
Merger  Sub  each  shall  have  approved the execution of this Agreement and the
other  Transactional  Agreements by Omnis and Merger Sub and shall have approved
the consummation of the Transactions under applicable law;

       (g)  The  certain  Convertible  Promissory Note made by Omnis and held by
Astoria  Capital  Partners,  L.P. dated December 21, 1999 and as amended through
April  30,  2000  in  the principal amount of Three Million Dollars ($3,000,000)
shall  have  been  converted  into  shares of Omnis Common Stock pursuant to the
terms  thereof,  subject  to  any  further amendment of said Note as required to
permit the full exercise of such conversion rights as of the Closing;

       (h)   Neither  the  consummation  nor  the  performance  of  any  of  the
Transactions  will,  directly  or indirectly (with or without notice or lapse of
time),  contravene  or  conflict  with or result in a violation of, or cause the
PickAx  stockholders to suffer any adverse consequence under, (i) any applicable
legal  requirement  or  Order,  or  (ii) any legal requirement or Order that has
been  proposed  by  or  before any Governmental Body; other than with respect to
Taxes for which PickAx or any PickAx stockholder may be liable;

       (i)  PickAx  shall  have  completed  its due  diligence  of Omnis and its
Affiliates to the reasonable satisfaction of PickAx and its legal counsel; and

       (j) There shall have been no  material  adverse  change in the  business,
condition assets, liabilities, operations, financial performance or prospects of
Omnis and  Merger  Sub since the date of this  Agreement,  other  than  facts or
conditions  relating  exclusively  to political  or economic  matters of general
applicability that will adversely affect comparable Entities generally.


                                      A-11


<PAGE>

5. Representations and Warranties of PickAx and the Named PickAx Stockholder.

     Except  as  specifically  set  forth in the disclosure schedule provided by
PickAx  and  attached  hereto  as  Schedule  IV (the "Disclosure Schedule"), the
parts  of  which  shall be numbered to correspond to the Section numbers of this
Agreement,  PickAx  and the Named PickAx Stockholder (solely for the purposes of
Section  5.21)  each  hereby  represent  and warrant to each Omnis Person and to
each Merger Sub Person as follows:

     5.1 Organization, Good Standing, Qualification.

       (a)  Each of PickAx and its Subsidiaries is a corporation duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation,  is  qualified  to  conduct business and is in both corporate and
tax  good  standing  under  the laws of each jurisdiction in which the nature of
its  business  or  the  ownership  or  leasing  of  its properties requires such
qualification;  provided  however  that PickAx shall become qualified to conduct
business  and  be  in both corporate and tax good standing under the laws of the
State  of  California  promptly  following  the  Agreement Date and prior to the
Closing.  Each  of PickAx and its Subsidiaries has the requisite corporate power
and  authority  to  own  and operate its properties and assets, and to carry out
the  provisions  hereof  and  thereof, and to carry on its business as currently
conducted.

       (b)  Neither  PickAx  nor  any of its Subsidiaries has never approved, or
commenced  any  proceeding,  or made any election contemplating, the dissolution
or  liquidation  of  PickAx  or  any  of  its  Subsidiaries or the winding up or
cessation of the business or affairs of PickAx or any of its Subsidiaries.

       (c)  PickAx  has  no  subsidiaries  and  does  not  own,  beneficially or
otherwise,  any  shares or other securities of, or any other direct or any other
indirect  interest  of  any nature in, any Entity, other than PickAx Systems and
the  other  subsidiaries  of  PickAx identified in Part 5.1(c) of the Disclosure
Schedule (the "Subsidiaries").

       (d)  Neither  PickAx  nor  any of its Subsidiaries was ever operated as a
sole proprietorship, or any other business entity, prior to its incorporation.

     5.2 Certificate of Incorporation and Bylaws; Records.

       (a)  PickAx  and  its  Subsidiaries  have delivered to Omnis accurate and
complete copies of:

              (i) The  Certificate of  Incorporation  and bylaws,  including all
amendments  thereto,  as  presently  in  effect  for  each  of  PickAx  and  its
Subsidiaries;

              (ii) The stock records of PickAx and its Subsidiaries; and

              (iii) The minutes  and other  records of all of the  meetings  and
other  proceedings  (including any actions taken by written consent or otherwise
without a meeting) of the stockholders of PickAx or any of its Subsidiaries, the
Boards of Directors of PickAx or any of its  Subsidiaries  and/or all committees
of such Boards.

       (b)  There have been no meetings or other proceedings of the stockholders
of  PickAx  or  any of its Subsidiaries, Boards of Directors of PickAx or any of
its  Subsidiaries  or  any  committee  thereof that are not memorialized in such
minutes or other records.

       (c)  Neither  PickAx  nor  any  of  its  Subsidiaries  has  conducted any
business  under  or  otherwise used, for any purpose or in any jurisdiction, any
fictitious  name,  assumed  name, trade name or other name, other than the names
listed on Part 5.2 of the Disclosure Schedule.

       (d)  There  has  not  been  any material violation of the Certificates of
Incorporation  or  bylaws  of  PickAx  or  any  of  its  Subsidiaries  or of any
resolution  adopted  by  the  stockholders, Boards of Directors or any committee
thereof of PickAx or any of its Subsidiaries.

     5.3 Capitalization.

       (a)  The  authorized  capital stock of PickAx consists of One Hundred Ten
Million  (110,000,000) shares of capital stock, comprised of One Hundred Million
(100,000,000) shares of Common Stock, of


                                      A-12


<PAGE>

which  Five Million Three Hundred Seventy-Six Thousand Seven Hundred Thirty Four
(5,376,734)  shares  are  issued  and  outstanding, and Ten Million (10,000,000)
shares of preferred stock, none of which are issued and outstanding.

              (i)  Schedule I accurately  sets forth all issued and  outstanding
shares of PickAx Stock; the PickAx  stockholders are the only beneficial  owners
of capital  stock of  PickAx.  No other  shares of  capital  stock are issued or
outstanding.  All issued and  outstanding  shares of the capital stock of PickAx
have been duly authorized and validly issued,  are fully paid and nonassessable,
and have been issued in full compliance with all applicable  securities laws and
other applicable legal requirements.

              (ii)  Schedule  I  also  accurately  sets  forth  all  issued  and
outstanding  warrants or other  convertible  securities  for PickAx Stock or the
stock or  securities of any  Subsidiary of PickAx,  including but not limited to
all PickAx  Warrants and all PickAx  Subsidiary  Warrants,  if any; and no other
warrants or other convertible  securities of any kind or nature for PickAx Stock
or  the  stock  or  securities  of  any  Subsidiary  of  PickAx  are  issued  or
outstanding.

              (iii)  Schedule  III  accurately  sets  forth (i) the names of the
employees or consultants or other Persons who have been granted PickAx  Options;
(ii) the number of PickAx Options held by such employees or consultants or other
Persons  as of the date of this  Agreement;  and/or  (iii) the  number of PickAx
Options to be granted to employees or  consultants or other Persons prior to the
Closing, if any.

              (iv) Schedule III also  accurately sets forth (i) the names of the
employees  or  consultants  or  other  Persons  who  have  been  granted  PickAx
Subsidiary Options, if any; (ii) the number of PickAx Subsidiary Options held by
such employees or consultants or other Persons as of the date of this Agreement,
if any;  and/or (iii) the number of PickAx  Subsidiary  Options to be granted to
employees or consultants or other Persons prior to the Closing, if any.

       (b)  PickAx  Systems is a wholly-owned subsidiary of PickAx and PickAx is
the  sole  legal  and  beneficial  owner  of  all of the capital stock of PickAx
Systems.  No  other  shares  of  capital  stock  of PickAx Systems are issued or
outstanding.

       (c)  PickAx  owns  all  or  a  majority  of  all of the shares of (i) the
capital  stock  and  (ii)  the voting stock of all of the Subsidiaries of PickAx
other  than  PickAx  Systems,  as  set  forth  in  Part 5.1(c) of the Disclosure
Schedule.

       (d)  PickAx  has  no  Affiliates other than those Entities listed in Part
5.1(c) of the Disclosure Schedule.

       (e)  The  outstanding  stock  or other equity interests of PickAx in each
Subsidiary  are  duly  authorized, validly issued, fully paid and nonassessable,
and  all such stock or other equity interests are owned by PickAx free and clear
of  all  liens, pledges, hypothecations, charges, mortgages, security interests,
encumbrances,  claims,  infringements,  interferences,  options,  right of first
refusals,   preemptive  rights,  agreements,  community  property  interests  or
restriction  of  any  nature  (including  any  restriction  on the voting of any
security,  any  restriction  on the transfer of any security or other asset, any
restriction  on  the  possession, exercise or transfer of any other attribute of
ownership of any asset).

       (f)  Except as set forth on Schedule I or Schedule III or Part 5.3 of the
Disclosure Schedule, there is no:

              (i) Outstanding subscription, option, call, warrant or other right
(whether  or not  currently  exercisable)  to acquire  any shares of the capital
stock or other  securities of PickAx or any of its  Subsidiaries,  including but
not limited to any PickAx Subsidiary Option or any PickAx Subsidiary Warrant, or
any  agreement,  arrangement  or  understanding  to grant  or  issue  any of the
foregoing at any time;

              (ii) Outstanding security,  instrument or other obligation that is
or may become  convertible  into or  exchangeable  for any shares of the capital
stock or other  securities of PickAx or any of its  Subsidiaries at any time, or
any  agreement,  arrangement  or  understanding  to grant  or  issue  any of the
foregoing at any time; or

              (iii) To the knowledge of PickAx,  condition or circumstance  that
may  directly or  indirectly  give rise to or provide a basis for a claim by any
Person to the effect  that such  Person is  entitled  to acquire or receive  any
shares of capital stock or other securities of PickAx or any of its Subsidiaries
at any time.


                                      A-13


<PAGE>

       (g)  PickAx  or  any of its Subsidiaries have never repurchased, redeemed
or  otherwise  reacquired  (or  agreed,  committed  or  offered  (in  writing or
otherwise)  to  repurchase, redeem or otherwise reacquire) any shares of capital
stock  or  other  securities,  except  from  employees of PickAx pursuant to the
terms of the Option Plan.

     5.4 Authority; Binding Nature of Agreements.

     PickAx  has  the corporate power and authority to enter into and to perform
its  obligations  under this Agreement and the other Transactional Agreements to
which  it  is  or is contemplated to be a party, and the execution, delivery and
performance  by  PickAx of this Agreement and such Transactional Agreements have
been  duly  authorized  by  all necessary action on the part of PickAx Board and
its   stockholders.  This  Agreement  and  the  other  Transactional  Agreements
constitute,  or  upon  execution  and delivery will constitute, the legal, valid
and  binding  obligations  of  PickAx,  enforceable against PickAx in accordance
with  their  respective  terms,  except to the extent that enforceability may be
limited  by  applicable  bankruptcy,  reorganization,  insolvency, moratorium or
other  laws  affecting  the  enforcement  of  creditor's rights generally and by
general  principles  of  equity  regardless  of  whether  such enforceability is
considered in a proceeding in law or equity.

     5.5 Non-Contravention; Consents.

     The  execution  and  delivery of this Agreement and the other Transactional
Agreements,  and  the consummation of the Transactions, by PickAx and any or all
of  the  PickAx  stockholders  will not, directly or indirectly (with or without
notice or lapse of time):

       (a)  contravene,  conflict  with or result in a material violation of (i)
the   Certificate   of   Incorporation  or  bylaws  of  PickAx  or  any  of  its
Subsidiaries,  or  (ii)  any  resolution  adopted  by  Board of Directors or any
committee thereof or the stockholders of PickAx or any of its Subsidiaries;

       (b)  to the knowledge of PickAx, contravene, conflict with or result in a
material  violation  of, or give any Governmental Body or other Person the right
to  challenge  any  of  the Transactions or to exercise any remedy or obtain any
relief  (other  than  statutory dissenters' rights) under, any legal requirement
or  any  Order to which PickAx or any of its Subsidiaries or any material assets
owned or used by PickAx or any of its Subsidiaries are subject;

       (c)  to  the knowledge of PickAx, cause any material assets owned or used
by  PickAx or any of its Subsidiaries to be reassessed or revalued by any taxing
authority or other Governmental Body;

       (d)  to the knowledge of PickAx, contravene, conflict with or result in a
material  violation  of  any  of  the  terms  or  requirements  of,  or give any
Governmental  Body  the right to revoke, withdraw, suspend, cancel, terminate or
modify,  any  Governmental  Authorization  that  is held by PickAx or any of its
Subsidiaries  or any employees thereof or that otherwise relates to the business
or  to  any  of  the  material  assets  owned  or  used  by PickAx or any of its
Subsidiaries;

       (e)  contravene,  conflict  with  or  result  in  a material violation or
material breach of, or material default under, any PickAx Contract;

       (f)  give  any  Person  the  right to any payment by PickAx or any of its
Subsidiaries  or  give  rise  to any acceleration or change in the award, grant,
vesting  or  determination  of  options, warrants, rights, severance payments or
other  contingent  obligations  of any nature whatsoever of PickAx or any of its
Subsidiaries  in favor of any Person, in any such case as a result of the change
in  control of PickAx or any of its Subsidiaries or otherwise resulting from the
Transactions; or

       (g)  result in the imposition or creation of any encumbrance upon or with
respect  to  any  material  asset  owned  or  used  by  PickAx  or  any  of  its
Subsidiaries.

Except  as  set  forth  in  Part 5.5 of the Disclosure Schedule and as expressly
contemplated  in this Agreement or the other Transactional Agreements, PickAx or
any  of  its  Subsidiaries  will not be required to make any filing with or give
any  notice  to,  or  obtain any Consent from, any Person in connection with the
execution  and delivery of this Agreement and the other Transactional Agreements
or the consummation or performance of any of the Transactions.


                                      A-14


<PAGE>

     5.6 Intellectual Property.

       (a)  Part  5.6  of the Disclosure Schedule sets forth a complete list, in
all   material  respects,  of  all  Patents,  Patent  Applications,  Trademarks,
copyrights  and  maskworks,  and  any applications therefor in respect of any of
the  foregoing,  included  in  the  Proprietary  Assets,  and  specifies,  where
applicable,  the  jurisdictions  in  which  each such Proprietary Asset has been
issued  or  registered  or  in  which  an  application  for  such  issuance  and
registration   has   been   filed,  including  the  respective  registration  or
application  numbers  and the names of all registered owners. Part 5.6 also sets
forth  a  complete list of all material licenses, sublicenses and other material
agreements  as  to  which  PickAx  or  any  of  its  Subsidiaries is a party and
pursuant  to  which  PickAx  or  any  of its Subsidiaries or any other Person is
currently  authorized to use any of the Proprietary Assets (but excluding object
code  and  end-user  licenses  granted  to  end-users  in the ordinary course of
business  that  permit  use  of  software  products  without  a right to modify,
distribute  or  sublicense the same ("End-User Licenses")) or other trade secret
material  to PickAx or any of its Subsidiaries, and includes the identity of all
parties  thereto,  a  description  of the nature and subject matter thereof, the
applicable  royalty  and  the  term  thereof.  Neither  PickAx  nor  any  of its
Subsidiaries  is  in  material violation of any license, sublicense or agreement
described on such list.

       (b)  Except  as  set forth in Part 5.6 of the Disclosure Schedule, PickAx
or  PickAx  Systems  has all right, title and interest in and to and is the sole
and  exclusive  owner throughout the universe of each and all of the Proprietary
Assets,  and  has  sole and exclusive rights (and is not contractually obligated
to  pay  any  compensation  to  any  third  party in respect thereof) to the Use
thereof.  Without  limiting  the  foregoing,  as  of  and  from  the Closing the
Surviving  Corporation  shall  have  the sole and exclusive right throughout the
universe  in  perpetuity  to  develop,  make, have made, manufacture, use, sell,
offer  to  sell,  import, license, modify, improve, distribute, copyright, copy,
reproduce,  display,  perform  (publicly  or otherwise), publish, create and own
all  derivative  works  and  to otherwise transfer, disclose, assign and exploit
each  and  all  of  the Proprietary Assets and all derivative works thereof, and
refrain  from  doing so (collectively "Use"); to file Patent Applications and to
have  and  own  and renew or extend any and all Patents and copyrights issued on
any  of  the  Proprietary  Assets; and to register and use the Trademarks in any
jurisdiction.

       (c)  Except  as  set forth in Part 5.6 of the Disclosure Schedule, PickAx
or  PickAx  Systems  further  has  and  at  the  Effective  Time  the  Surviving
Corporation  will  have  good  and  marketable  title  to  each  and  all of the
Proprietary  Assets  free  and clear of any and all Liens or Liabilities. PickAx
or  PickAx  Systems  is and at the Effective Time the Surviving Corporation will
be  in  possession  of  each and all of the Proprietary Assets. Without limiting
the   foregoing,  there  are  no  filings  in  any  registry  of  deeds  in  any
jurisdiction  or  under  the  Uniform  Commercial Code or similar statute in any
jurisdiction  or country showing any of PickAx or its Affiliates as debtor which
create  or  perfect  or which purport to create or perfect any Lien in or on any
of the Proprietary Assets.

       (d)  Except  as  set forth in Part 5.6 of the Disclosure Schedule, to the
knowledge  of  PickAx  or any Affiliate thereof or any Named PickAx Stockholder,
no  claims  with  respect  to  the  Proprietary Assets have been asserted or are
threatened  by  any  Person  nor  are  there any valid grounds for any bona fide
claims  (i) to the effect that the manufacture, sale, licensing or use of any of
the   products   or  services  of  PickAx  or  any  of  its  Affiliates  as  now
manufactured,  sold,  licensed  or  used  or  proposed  for  manufacture,  sale,
licensing  or  use  by  PickAx  or  any  of  its  Affiliates  infringes  on  any
intellectual  property  or other rights of any third party; (ii) against the use
by  PickAx  or any of its Affiliates in the business of such entity as currently
conducted;  or  (iii)  challenging  the  ownership  by  PickAx  or  any  of  its
Affiliates or the validity or effectiveness of any of the Proprietary Assets.

       (e)  All  registered Patents, Trademarks and copyrights held by PickAx or
any   of  its  Subsidiaries  are  valid  and  subsisting  in  the  jurisdictions
registered.

       (f)  Neither  PickAx  nor  any  Affiliate  thereof  has  entered into any
agreement  under  which  PickAx  or  any  Affiliate  thereof  is restricted from
selling,  offering, licensing or otherwise distributing or exploiting any of its
or  its  Affiliate's current or anticipated products or services to any class of
customers,  in  any geographic area, during any period of time or in any segment
of the market.
       (g)  PickAx  or  any  Affiliate  thereof  is  not,  or as a result of the
execution   and   delivery   of  this  Agreement  or  the  consummation  of  the
Transactions hereunder will not be, in violation of any license,


                                      A-15


<PAGE>

sublicense  or  other  agreement  applicable to PickAx or any Affiliate thereof,
nor  will  such  actions entitle any other party to any such license, sublicense
or agreement to terminate or modify such license, sublicense or agreement.

       (h)  To  the knowledge of PickAx or any Affiliate thereof, no part of the
Software  or  the  other  Proprietary  Assets  (i) violates or infringes or will
violate  or  infringe on any Patent, Trademark, copyright, or other intellectual
property  or  other  rights  of any third person or entity under the laws of any
jurisdiction,  (ii)  constitutes  or will constitute the unauthorized disclosure
or  use  or  misappropriation  of  any  trade  secrets  or  other proprietary or
confidential   information  of  any  third  person  or  entity,  (iii)  uses  or
incorporates  the  software or technology of any third person or entity, or (iv)
is   subject   to   any   pending   or  threatened  claims  of  infringement  or
misappropriation  or  any pending or threatened claims challenging the ownership
by  PickAx  or  any of its Affiliates or the validity or effectiveness of any of
the Proprietary Assets.

       (i)  To  the knowledge of PickAx or any Affiliate thereof, there has been
or  is  no material unauthorized use, infringement or misappropriation of any of
the  Proprietary  Assets  by  any  third party, including but not limited to any
employee or former employee of PickAx or any Affiliate thereof.

       (j)  Except  as set forth in Part 5.6 of the Disclosure Schedule, no part
of  the  Proprietary  Assets  is  subject  to  any  outstanding order, judgment,
decree,  stipulation  or  agreement  restricting  in any manner the licensing or
exploitation  thereof  by  PickAx  or  any  Affiliate  thereof  or  its  or  its
Affiliate's  licensees.  Except  as  set  forth  in  Part  5.6 of the Disclosure
Schedule,  neither  PickAx  nor  any  Affiliate  thereof  has  entered  into any
agreement  to  indemnify  any  other  person  against  any  claim  or  action of
infringement or misappropriation relating to any of the Proprietary Assets.

       (k)  To  the  knowledge of PickAx, no employee of PickAx or any Affiliate
thereof  is  in  material  violation  of  any  term  of  any employment contract
(whether  written  or  oral),  invention agreement, patent disclosure agreement,
proprietary  information  agreement,  non-competition  agreement  or  any  other
contract  or  agreement  relating  to the relationship of any such employee with
PickAx  or  any  Affiliate  thereof  .  All  consultants and employees of any of
PickAx  or  any  Affiliate thereof have signed agreements containing proprietary
information  protective  provisions  and, where applicable, agreements assigning
all rights in any work performed by them to PickAx or such Affiliate.

       (l)  Without limiting the foregoing, the Software is the original work of
PickAx  and  has  been  either created by employees of PickAx on a work-for-hire
basis  or  by  consultants  or  contractors who have assigned all rights in such
Software to PickAx.

       (m)  PickAx and its Affiliates have taken reasonable security measures to
protect  the  secrecy, confidentiality and value of all trade secrets, know-how,
inventions,  designs,  processes  and  technical  data  required  to conduct its
business.  Without  limiting  the  foregoing,  no part of the Source Code or any
essential  structure  of  the Software has been disclosed to any third person or
entity at any time.

     5.7 Proceedings; Orders.

       (a)  Except  as  identified in Part 5.7 of the Disclosure Schedule, there
are   no  pending  Proceedings,  and,  to  PickAx's  knowledge,  no  Person  has
threatened to commence any Proceeding:

              (i) that (x)  involves  PickAx or any of its  Subsidiaries  or (y)
otherwise  relates to or might affect the business or any of the material assets
owned or used by PickAx or any of its Subsidiaries (whether or not PickAx or any
of its  Subsidiaries  is named as a party  thereto),  other than  Proceedings to
which  PickAx or any of its  Subsidiaries  are not  parties  that  would  affect
businesses generally; or

              (ii) that  challenges,  or that may have the effect of preventing,
delaying,  making illegal or otherwise interfering with, any of the Transactions
or  PickAx's  ability to comply with or perform its  obligations  and  covenants
under the  Transactional  Agreements,  and, to the knowledge of PickAx, no event
has occurred,  and no claim,  dispute or other condition or circumstance exists,
that  might  directly  or  indirectly  give  rise to or serve as a basis for the
commencement of any such Proceeding.

       (b)  PickAx  has  delivered  to Omnis accurate and complete copies of all
pleadings,  correspondence  and  other  written  materials  to  which PickAx has
access  that  relate to the Proceedings identified in Part 5.7 of the Disclosure
Schedule, if any.


                                      A-16


<PAGE>

       (c)  There is no Order to which PickAx or any of its Subsidiaries, or any
of the assets owned or used by PickAx or any of its Subsidiaries, are subject.

       (d)  To  PickAx's  knowledge,  no officer or employee of PickAx or any of
its  Subsidiaries  is  subject  to  any  Order  that  prohibits  such officer or
employee  from  engaging  in  or  continuing  any  conduct, activity or practice
relating to the business of PickAx or any of its Subsidiaries.

     5.8 Financial Statements.

       (a)  PickAx has delivered to Omnis the following financial statements and
notes  (collectively, the "Financial Statements"), which are attached as Exhibit
H:

              (i) the  audited  consolidated  balance  sheet of  PickAx  and its
Subsidiaries  as of February  29,  2000,  and the related  audited  statement of
operations of PickAx and its Subsidiaries for the period ended February 29, 2000
(the "Balance Sheet Date"); and

              (ii) the  unaudited  consolidated  balance sheet of PickAx and its
Subsidiaries as of May 30, 2000 (the "Unaudited Interim Balance Sheet"), and the
related  unaudited  statement of  operations  of PickAx for the three (3) months
then ended.

       (b)  All  the  Financial  Statements  are  accurate  and  complete in all
material  respects,  and  the  dollar  amount  of each line item included in the
Financial  Statements  is  accurate  in  all  material  respects.  The Financial
Statements  are  in  accordance  with  the  books  and records of PickAx and its
Subsidiaries  and  present  fairly  the  financial  position  of  PickAx and its
Subsidiaries  as  of  the respective dates thereof and the results of operations
of  PickAx  and  its Subsidiaries for the periods covered thereby. The Financial
Statements  have been prepared, stated and presented pursuant to GAAP applied on
a consistent basis throughout the periods covered.

       (c)  PickAx  and  its  Subsidiaries  have no Liabilities in excess of Ten
Thousand  Dollars  ($10,000),  individually  or  in  the  aggregate,  except for
Liabilities  identified  as  such  in  the "liabilities" column of the Unaudited
Interim   Balance  Sheet  and  Liabilities  arising  out  of  the  Transactional
Agreements and PickAx Contracts.

     5.9 Title to Assets.

       (a)  PickAx  and its Subsidiaries own, and has good, valid and marketable
title  to,  all  assets  purported  to  be  owned by them, free and clear of any
material  encumbrances  or  Liens or Liabilities, except liens for current taxes
and assessments not delinquent.

       (b)  Part  5.9(b)  of  the  Disclosure Schedule identifies all equipment,
furniture,  fixtures, improvements and other tangible assets owned by PickAx and
its  Subsidiaries  and included in the tangible assets as shown on the Unaudited
Interim  Balance  Sheet  of PickAx prepared in accordance with GAAP consistently
applied,  and  sets  forth  the  original  cost  and  book value of each of said
assets.

       (c) Each asset identified in Part 5.9(b) of the Disclosure Schedule:

              (i) is free  of  material  defects  and  deficiencies  and in good
condition and repair,  consistent  with its age and intended use (ordinary  wear
and tear excepted); and

              (ii) is adequate for the uses to which it is being put.

       (d)  PickAx  or  any  of its Subsidiaries do not own any real property or
any  interest in real property, except for the leaseholds created under the real
property  leases  identified  in  Part  5.9(d)  of  the Disclosure Schedule (the
"Leased  Premises").  Part  5.9(d) of the Disclosure Schedule lists the premises
covered  by  said leases. Each of PickAx and its Subsidiaries enjoy peaceful and
undisturbed possession of such premises.

       (e)  Part  5.9(e)  of  the  Disclosure  Schedule  identifies all tangible
assets  that  are  leased to PickAx or any of its Subsidiaries that have a value
in  excess  of  Ten  Thousand  Dollars  ($10,000).  All leases pursuant to which
PickAx  or  any of its Subsidiaries leases real or personal property are in good
standing  and  are valid and effective in accordance with their respective terms
and, to the knowledge of PickAx, there exists no default thereunder.


                                      A-17


<PAGE>

     5.10 Contracts.

       (a)  Part  5.10  of the Disclosure Schedule identifies and describes each
material  PickAx  Contract.  PickAx has delivered to Omnis accurate and complete
copies of all such PickAx Contracts, including all amendments thereto.

       (b)  Except as set forth on Part 5.10(b) of the Disclosure Schedule, each
PickAx  Contract  is  currently  valid  and  in  full  force  and effect, and is
enforceable  by  PickAx or the relevant Subsidiary in accordance with its terms,
except   to  the  extent  that  enforceability  may  be  limited  by  applicable
bankruptcy,  reorganization,  insolvency, moratorium or other laws affecting the
enforcement  of  creditor's rights generally and by general principles of equity
regardless  of  whether such enforceability is considered in a proceeding in law
or equity.

       (c)  Except  as  set  forth  on  Part 5.10(c) of the Disclosure Schedule,
PickAx  or  any  of its Subsidiaries is not in material default under any PickAx
Contract,  and,  to  the  knowledge  of  PickAx,  (i)  no Person has violated or
breached,  or  declared  or  committed  any  material  default under, any PickAx
Contract;  and  (ii) PickAx or any of its Subsidiaries has not waived any of its
rights under any PickAx Contract.

       (d)  Except  as  set forth on Part 5.10(c) of the Disclosure Schedule, to
the  knowledge  of  PickAx,  there  are  no  material  disputes or disagreements
between  PickAx  or  any of its Subsidiaries and any other party with respect to
any PickAx Contract.

       (e)  (i)  PickAx  or  any  of  its  Subsidiaries  has never guaranteed or
otherwise  agreed  to  cause, insure or become liable for, and has never pledged
any  of  its  assets  to secure, the performance or payment of any obligation or
other  Liability of any other Person; and (ii) PickAx or any of its Subsidiaries
has  never  been  a  party  to or bound by any material joint venture agreement,
partnership   agreement,   profit-sharing   agreement,  cost-sharing  agreement,
loss-sharing agreement or similar Contract.

       (f)  No  Person  is renegotiating any amount paid or payable to PickAx or
any  of its Subsidiaries under any PickAx Contract or any other material term or
provision of any PickAx Contract.

       (g)  Part  5.10(f)  of the Disclosure Schedule identifies and provides an
accurate  and  complete description of each proposed PickAx Contract (other than
this  Agreement  and  the  Transactional Agreements) as to which any bid, offer,
written  proposal,  term  sheet  or  similar  document  has been submitted to or
received  by  PickAx  or  any  of  its Subsidiaries and is outstanding and which
would  be  material  to  the  business  or  prospects  of  PickAx  or any of its
Subsidiaries .

       (h)  Except  as  set forth on Part 5.10(h) of the Disclosure Schedule, no
party  to  any PickAx Contract has notified PickAx or any of its Subsidiaries to
the  effect  that  PickAx  or  any  of  its Subsidiaries has failed to perform a
material obligation thereunder.

       (i)  Except as set forth on Part 5.10(i) of the Disclosure Schedule, each
other  party  to  each  PickAx  Contract  has consented or been given notice (or
prior  to  the  Closing  Date  shall have consented or been given notice), where
such  consent  or  the  giving of such notice is necessary, sufficient that such
PickAx   Contract   shall   remain  in  full  force  and  effect  following  the
consummation  of  the  Transactions, without material modification in the rights
or  obligations  of  PickAx or any of its Subsidiaries or Omnis or the Surviving
Corporation thereunder.

     5.11 Employees.

       (a)  Part  5.11(a)  of  the  Disclosure  Schedule  contains a list of all
employees  of  PickAx  or  any  of its Subsidiaries as of the Agreement Date and
their respective titles and annualized compensation.

       (b)  Part  5.11(b)  of the Disclosure Schedule contains a list of Persons
who  are  currently performing services for the business of PickAx or any of its
Subsidiaries  and  are classified as "consultants" or "independent contractors,"
and  the  respective  compensation  of  each  such  "consultant" or "independent
contractor."

       (c)  Neither  PickAx  nor  any  of  its  Subsidiaries have any collective
bargaining   agreements   or  union  contracts  with  any  of  their  respective
employees.  To  the  knowledge  of  PickAx,  there  is no labor union organizing
activity   pending   or  threatened  with  respect  to  PickAx  or  any  of  its
Subsidiaries. The


                                      A-18


<PAGE>

employment  of  each employee of PickAx or any of its Subsidiaries is terminable
at  will;  and,  except as set forth in Part 5.11(c) of the Disclosure Schedule,
no  employee  has  any  agreement  or  contract,  written  or oral or express or
implied, regarding his or her employment.

       (d)  Except  as  set forth on Part 5.11(e) of the Disclosure Schedule, to
the  knowledge  of  PickAx, (i) no employee of PickAx or any of its Subsidiaries
(an  "Employee"),  nor any consultant or independent contractor with whom PickAx
or  any  of  its Subsidiaries has contracted, is in violation of any term of any
employment  contract,  proprietary  information agreement or any other agreement
relating  to  the right of any such individual to be employed by, or to contract
with,  PickAx  or  any of its Subsidiaries, and (ii) the continued employment by
PickAx  or  any of its Subsidiaries of present Employees, and the performance by
PickAx  or  any of its Subsidiaries of contracts with consultants or independent
contractors,  will  not  result in any such violation. Neither PickAx nor any of
its  Subsidiaries  has  received any notice (written or otherwise) alleging that
any  such  violation  has  occurred.  No  Employee has been granted the right to
continued  employment  by  PickAx  or any of its Subsidiaries or to any material
compensation  following  termination  of employment. To the knowledge of PickAx,
no  officer or key employee, or any group of employees, has given notice of his,
her  or  their intent to terminate his, her or their employment with PickAx, and
no  Employee has received an offer to join a business that is or likely would be
competitive with the business of PickAx or any of its Subsidiaries.

       (e)  To the knowledge of PickAx, no Employee or consultant or independent
contractor  of  PickAx  or  any of its Subsidiaries has or may have any claim or
action  or  cause  of  action  against  PickAx  or  any Affiliate thereof or any
current  or  former  officer,  director  or  manager  of PickAx or any Affiliate
thereof  related  in any manner to the employment or engagement of such employee
or  consultant or independent contractor, including but not limited to any claim
of  sexual  or  racial  or  age  discrimination  or  comparable  claim under any
applicable law.

     5.12 Compliance with Legal Requirements.

       (a)  Each  of PickAx and its Subsidiaries is in full compliance with each
legal  requirement that is applicable to it or to the conduct of its business or
the ownership or use of any of its assets.

       (b)  Neither  PickAx nor any of its Subsidiaries has received at any time
any  notice  or  other  communication  from  any  Governmental Body or any other
Person,  or has any other knowledge, regarding (i) any actual, alleged, possible
or  potential  violation of, or failure to comply with, any legal requirement by
PickAx   or   any  of  its  Subsidiaries,  including  but  not  limited  to  any
Environmental  Law, or (ii) any actual, alleged, possible or potential liability
or  obligation on the part of PickAx or any of its Subsidiaries to undertake, or
to  bear  all  or  any  portion  of  the  cost  of, any cleanup or any remedial,
corrective  or response action of any nature relating to Hazardous Materials, or
any   other   circumstances   that  could  give  rise  to  liability  under  any
Environmental  Law  for  any  investigative,  cleanup,  remedial,  corrective or
response  action  of  any  nature or for any costs thereof; except to the extent
such  noncompliance  or  liability  or  obligation will not materially adversely
effect  the  business,  prospects or financial condition of PickAx or any of its
Subsidiaries at any time.

     5.13 Governmental Authorizations.

       (a)  Part  5.13  of  the Disclosure Schedule identifies each Governmental
Authorization  held  by  PickAx or any of its Subsidiaries. PickAx has delivered
to  Omnis  accurate and complete copies of all such Governmental Authorizations,
including  all  renewals  thereof  and all amendments thereto. Each Governmental
Authorization  identified  or  required  to  be  identified  in Part 5.13 of the
Disclosure Schedule is valid and in full force and effect.

       (b)  The  Governmental  Authorizations  identified  in  Part  5.13 of the
Disclosure  Schedule  constitute  all  the Governmental Authorizations necessary
(i)  to enable PickAx and its Subsidiaries to conduct its business in the manner
in  which  its  business is currently being conducted, and (ii) to permit PickAx
and  its  Subsidiaries to own and use its assets in the manner in which they are
currently  owned  and used. All such Governmental Authorizations shall remain in
full  force  and  effect following the consummation of the Transactions, without
material  modification  in  the  rights or obligations of PickAx or Omnis or the
Surviving Corporation thereunder.


                                      A-19


<PAGE>

     5.14 Tax Matters.

       (a)  Except  to  the  extent  set  forth  in  Part 5.14 of the Disclosure
Schedule,  each  Tax  required to have been paid, or claimed by any Governmental
Body  to  be payable, by PickAx and/or its Subsidiaries (whether pursuant to any
Tax  Return  or otherwise) has been duly paid in full on a timely basis. Any Tax
required  to  have  been withheld or collected by PickAx and/or its Subsidiaries
has  been  duly  withheld  and collected, and (to the extent required) each such
Tax  has  been  paid  to  the  appropriate  Governmental Body. PickAx and/or its
Subsidiaries   have   complied   with   all  information  reporting  and  backup
withholding   requirements,  including  maintenance  of  required  records  with
respect  thereto,  in  connection  with  amounts  paid or owing to any employee,
creditor, consultant, independent contractor, or other third party.

       (b)  Part  5.14  of the Disclosure Schedule accurately identifies all Tax
Returns  required  to be filed by or on behalf of PickAx and/or its Subsidiaries
with  any  Governmental  Body  with  respect  to any taxable period ending on or
before  the  Closing Date ("PickAx Returns"). All such Returns (i) have been, or
will  be,  filed when due, and (ii) have been, or will be when filed, accurately
and  completely prepared pursuant to applicable law. All amounts shown on PickAx
Returns  to  be  due  on  or  before the Closing Date, and all amounts otherwise
payable  in  connection  with PickAx Returns on or before the Closing Date, have
been  paid  on  or before the Closing Date. PickAx has delivered to Omnis copies
of  all  such  Returns  filed  by  or  on  behalf  of PickAx or any other entity
acquired by or merged into PickAx prior to the Closing.

       (c)  The  liability  of  PickAx and its Subsidiaries for unpaid Taxes for
all  periods  ending on or before the date of the Financial Statements does not,
in  the aggregate, exceed the amount of the current liability accruals for Taxes
(excluding  reserves  for  deferred taxes) reported in the Financial Statements.
PickAx  and  its  Subsidiaries  have  established,  in  the  Ordinary  Course of
Business,  reserves  adequate  for  the payment of all Taxes for the period from
December  31,  1999  through  the  Closing Date, and PickAx and its Subsidiaries
have  disclosed  the  dollar amount of such reserves to Omnis on or prior to the
Closing.

       (d)  Part  5.14 of the Disclosure Schedule identifies each examination or
audit  of  any  such  Return  that  has been conducted by any Governmental Body.
PickAx  has delivered to Omnis copies of all audit reports and similar documents
(to  which  PickAx  has access) relating to such Returns. No extension or waiver
of  the  limitation  period applicable to any of PickAx Returns has been granted
(by  PickAx  or  any  other  Person),  and  no such extension or waiver has been
requested from PickAx or any of its Subsidiaries.

       (e)  No  claim  or  other Proceeding is pending or has been threatened in
writing  or orally (formally or informally) against or with respect to PickAx or
any  of  its  Subsidiaries  in respect of any Tax. Neither PickAx nor any of its
Subsidiaries  has  entered  into  or  become  bound  by any agreement or consent
pursuant  to  Section  341(f)  of  the  Code.  Neither  PickAx  nor  any  of its
Subsidiaries  has  been,  and will not be, required to include any adjustment in
taxable  income  for any tax period (or portion thereof) pursuant to Section 481
or  263A of the Code or any comparable provision under state or foreign Tax laws
as  a  result  of  transactions  or  events  occurring,  or  accounting  methods
employed,  prior  to the Closing. Neither PickAx nor any of its Subsidiaries has
been  in  a  "consolidated  group"  within  the  meaning of Treasury Regulations
Section  1.1502-1(h),  other  than a consolidated group of which PickAx has been
the  common  parent at all times; and neither PickAx nor any of its Subsidiaries
is  liable for Taxes incurred by any individual, trust, corporation, partnership
or  any  other  Entity  either as a transferee, pursuant to Treasury Regulations
Section  1.1502-6,  or  pursuant to any other provision of federal, territorial,
state,  local or foreign law or regulations. Except as set forth in Part 5.14 of
the  Disclosure  Schedule, neither PickAx nor any of its Subsidiaries is a party
to  any  joint venture, partnership or other arrangement or contract which could
be  treated as a partnership for United States federal income tax purposes. None
of  the  assets  of PickAx or any of its Subsidiaries (i) directly or indirectly
secures  any  debt  the  interest on which is tax exempt under Section 103(a) of
the  Code  or  (ii)  is  "tax exempt use property" within the meaning of Section
168(h)  of  the Code. PickAx has not participated in an international boycott as
defined  in  Code  Section 999. Neither PickAx nor any of its Subsidiaries has a
"permanent   establishment,"   as  defined  in  any  applicable  Tax  treaty  or
convention  of  the  United States of America, or fixed place of business in any
foreign country.

       (f)  Neither  PickAx  nor  any  of  its  Subsidiaries  is  a party to any
agreement,  plan,  arrangement  or  other  Contract  covering  any  employee  or
independent contractor or former employee or independent


                                      A-20


<PAGE>

contractor  that,  individually  or  collectively,  could  give rise directly or
indirectly  to  the  payment of any amount that would not be deductible pursuant
to  Section 280G or Section 162(m) of the Code. Except as set forth in Part 5.14
of  the  Disclosure Schedule, neither PickAx nor any of its Subsidiaries is, nor
has  it  ever  been,  a  party  to  or  bound  by  any  tax indemnity agreement,
tax-sharing  agreement,  tax  allocation  agreement or similar Contract, and has
not otherwise assumed the tax liability of any other Person under contract.

       (g)  Neither  PickAx  nor any of its Subsidiaries is a United States real
property  holding  corporation  within  the  meaning of Section 897(c)(2) of the
Code  and  has not been a United States real property holding corporation within
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

       (h)  Neither  PickAx nor any of its Subsidiaries has net operating losses
or  other tax attributes presently subject to limitation under Code Section 382,
383 or 384, or the federal consolidated return regulations.

       (i)  The  final  2000  U.S.  income tax return for PickAx and each of its
Subsidiaries  to  be  prepared  pursuant to Section 12.4(b) will contain, in all
material  respects,  an  accurate and complete description of such entities' tax
basis  in  its assets, its current and accumulated earnings and profits, its tax
carryovers, and any tax elections.

     5.15 Securities Laws Compliance; Registration Rights.

     PickAx  and  its  Subsidiaries  have  complied  with  all federal and state
securities  laws in connection with all offers and sales of securities issued by
PickAx  or  any  of its Subsidiaries. Neither PickAx nor any of its Subsidiaries
have  heretofore granted any other holder of its securities the right to require
it  to  register  any  securities under the Securities Act or to qualify for any
exemption thereunder.

     5.16 [Reserved]

     5.17 Environmental Compliance.

     To  the  knowledge of PickAx, PickAx and its Subsidiaries are and have been
at  all  times  in  compliance  in  all material respects with all Environmental
Laws.

     5.18 Insurance.

       (a)  Part  5.18  of  the  Disclosure  Schedule  sets forth each insurance
policy  maintained  by  or  at  the  expense  of,  or for the direct or indirect
benefit of, PickAx.

       (b)  PickAx  has  delivered  to  Omnis  copies  of  all  of the insurance
policies  identified  in  Part  5.18  of  the Disclosure Schedule (including all
renewals thereof and endorsements thereto) and binders relating thereto.

       (c)  Each  of  the  policies  identified  in  Part 5.18 of the Disclosure
Schedule  is  in  full force and effect. All of the information contained in the
applications  submitted  in connection with said policies was (at the times said
applications  were  submitted) accurate and complete, and all premiums and other
amounts  owing  with respect to said policies have been paid in full on a timely
basis.  Each  of the policies identified in Part 5.18 of the Disclosure Schedule
will  continue  in  full  force and effect following the Closing, and PickAx has
paid  all  premiums  due,  and  has  otherwise performed all of its obligations,
under  each policy to which it is a party or that provides coverage to it or any
of  its  directors  or officers in connection with their performance of services
to PickAx.

       (d)  There  is  no  pending claim under or based upon any of the policies
identified  in Part 5.18 of the Disclosure Schedule, and, to PickAx's knowledge,
no  event  has  occurred,  and  no  condition or circumstance exists, that might
(with  or  without  notice or lapse of time) directly or indirectly give rise to
or serve as a basis for any such claim.

       (e) PickAx has not received:

              (i) any notice or other  communication  (in writing or  otherwise)
regarding  the actual or possible  cancellation  or  invalidation  of any of the
policies  identified  in Part 5.18 of the  Disclosure  Schedule or regarding any
actual or possible adjustment in the amount of the premiums payable with respect
to any of said policies; or


                                      A-21


<PAGE>

              (ii) any notice or other  communication  (in writing or otherwise)
regarding  any actual or possible  refusal of coverage  under,  or any actual or
possible  rejection of any claim under,  any of the policies  identified in Part
5.18 of the Disclosure Schedule.

     5.19 Related Party Interests or Transactions.

       (a)  No Related Party has, and no Related Party has at any time since the
Balance  Sheet  Date had, any direct or indirect material interest of any nature
in  any  material  asset  of  PickAx  or  any  of its Subsidiaries or any PickAx
Contract, including but not limited to any of the Proprietary Assets.

       (b)  No Related Party is, or has at any time since the Balance Sheet Date
been,  indebted to PickAx or any of its Subsidiaries for an amount, individually
or in the aggregate, in excess of Ten Thousand Dollars ($10,000).

       (c)  Since  the Balance Sheet Date, no Related Party has entered into, or
has  had  any  direct  or  indirect  material  financial interest in, any PickAx
Contract,  transaction or business dealing of any nature involving PickAx or any
of its Subsidiaries.

       (d)  No  Related Party is competing, or has at any time since the Balance
Sheet  Date  competed,  directly  or  indirectly,  with  PickAx  or  any  of its
Subsidiaries in any market served by PickAx or any of its Subsidiaries.

     5.20 Absence of Changes.

     Since February 29, 2000:

       (a)  except  to  the  extent  set forth on Part 5.20(a) of the Disclosure
Schedule,  there  has  not  been  any  material  adverse change in the business,
assets,  liabilities,  operations  or  prospects  (or  in  any aspect or portion
thereof)  of PickAx or any of its Subsidiaries, and, to the knowledge of PickAx,
no  event  has  occurred that is likely to have a material adverse effect on the
business,  assets,  liabilities,  operations  or  prospects (or on any aspect or
portion thereof) of PickAx or any of its Subsidiaries;

       (b)  neither  PickAx  nor  any of its Subsidiaries has declared, accrued,
set  aside or paid any dividend or made any other distribution in respect of any
shares of capital stock;

       (c)   neither  PickAx  nor  any  of  its  Subsidiaries  has  amended  its
Certificate  of  Incorporation  or  Bylaws  or  has  entered  into any agreement
regarding,  effected  or been a party to any Acquisition Transaction (other than
this   Merger),  recapitalization,  reclassification  of  shares,  stock  split,
reverse stock split or similar transaction;

       (d)  except  as  set  forth  on  Part 5.20(d) of the Disclosure Schedule,
neither  PickAx  nor  any  of  its  Subsidiaries has made any individual capital
expenditure in excess of Twenty Five Thousand Dollars ($25,000);

       (e)  except  as  set  forth  on  Part 5.20(e) of the Disclosure Schedule,
neither  PickAx  nor  any of its Subsidiaries has pledged or hypothecated any of
its  material assets or otherwise permitted any of its material assets to become
subject to any encumbrance;

       (f)  neither  PickAx  nor  any  of  its Subsidiaries has made any loan or
advance in excess of Ten Thousand Dollars ($10,000) to any Person;

       (g)  except  as  set  forth  on  Part 5.20(g) of the Disclosure Schedule,
neither  PickAx  nor  any  of  its  Subsidiaries  has paid any bonus or made any
profit-sharing  or  similar  payment  to,  or increased the amount of the wages,
salary,  commissions,  fringe  benefits  or  other  compensation or remuneration
payable to, any of its directors, officers or employees;

       (h)  except  as  set  forth  on  Part 5.20(h) of the Disclosure Schedule,
there  has  been  no  resignation or termination of employment of any officer or
key employee of PickAx or any of its Subsidiaries;

       (i)  except  as  set  forth  on  Part 5.20(i) of the Disclosure Schedule,
there  has  been  no  borrowing  or  agreement to borrow by PickAx or any of its
Subsidiaries  or  material change in the contingent obligations of PickAx or any
of  its  Subsidiaries  by  way  of guaranty, endorsement, indemnity, warranty or
otherwise  or grant of a mortgage or security interest in any property of PickAx
or any of its Subsidiaries;


                                      A-22


<PAGE>

       (j)  except  as  set  forth  on  Part 5.20(j) of the Disclosure Schedule,
neither  PickAx  nor  any  of its Subsidiaries has discharged any encumbrance or
discharged,  paid  or  forgiven any indebtedness or other Liability in excess of
Ten  Thousand  Dollars  ($10,000),  individually or in the aggregate, except for
accounts   payable  that  (i)  are  reflected  as  current  liabilities  in  the
"liabilities"  column  of  the  Unaudited  Interim  Balance  Sheet  or have been
incurred  by  PickAx  or any of its Subsidiaries since the date of the Unaudited
Interim  Balance  Sheet  in  the  Ordinary Course of Business and (ii) have been
discharged or paid in the Ordinary Course of Business;

       (k)  except  as  set  forth  on  Part 5.20(k) of the Disclosure Schedule,
neither  PickAx  nor any of its Subsidiaries has released or waived any material
right or claim;

       (l)  neither  PickAx  nor  any of its Subsidiaries has changed any of its
methods of accounting or accounting practices in any material respect;

       (m)  neither  PickAx nor any of its Subsidiaries has received notice that
there  has been a loss of, or cancellation of a material order by, any customer;
and

       (n)  neither  PickAx nor any of its Subsidiaries has agreed, committed or
offered  (in  writing  or  otherwise), and has not attempted, to take any of the
actions referred to in clauses (c) through (m) above.


                                      A-23


<PAGE>

     5.21 The Named PickAx Stockholder; Investment Intent and Restrictions.

     The Named PickAx Stockholder represents and warrants as follows:

       (a)   Immediately   prior   to  the  Effective  Time,  the  Named  PickAx
Stockholder  will  own,  beneficially  and  of  record, that number of shares of
PickAx  Stock specified opposite the Named PickAx Stockholder's name on Schedule
II  attached  hereto,  free  and  clear  of  any Liens or Liabilities. The Named
PickAx  Stockholder  has  delivered  to Omnis copies of the stock certificate(s)
evidencing the PickAx Stock.

       (b)  The  Named  PickAx  Stockholder  has  the  absolute and unrestricted
right,  power  and  authority  to  enter  into  and  to  perform his, her or its
respective   obligations  under  this  Agreement  and  the  other  Transactional
Agreements  to which he, she or it is contemplated to be a party. This Agreement
and  the  other  Transactional  Agreements  constitute,  or  upon  execution and
delivery  will constitute, the legal, valid and binding obligations of the Named
PickAx  Stockholder, enforceable against him, her or it in accordance with their
respective  terms,  except  to  the extent that enforceability may be limited by
applicable  bankruptcy,  reorganization,  insolvency,  moratorium  or other laws
affecting  the  enforcement  of  creditor's  rights  generally  and  by  general
principles  of equity regardless of whether such enforceability is considered in
a proceeding in law or equity.

       (c)  To  the knowledge of the Named PickAx Stockholder, the execution and
delivery  of  this  Agreement  and  the  other Transactional Agreements, and the
consummation  of  the  Transactions,  by  the Named PickAx Stockholder will not,
directly  or  indirectly  (with or without notice or lapse of time), contravene,
conflict  with  or  result  in  a violation of, or give any Governmental Body or
other  Person  the right to challenge any of the Transactions or to exercise any
remedy  or  obtain any relief under, any legal requirement or any Order to which
the Named PickAx Stockholder is subject.

       (d)  There  is  no pending Proceeding, and, to the knowledge of the Named
PickAx  Stockholder,  no  Person has threatened to commence any Proceeding, that
challenges,  or  that  may  have  the  effect  of preventing, delaying or making
illegal,  any  of  the Transactions or the Named PickAx Stockholder's ability to
comply  with  or  perform  his,  her  or its obligations and covenants under the
Transactional   Agreements;   and,   to   the  knowledge  of  the  Named  PickAx
Stockholder,  no event has occurred, and no claim, dispute or other condition or
circumstance  exists, that might directly or indirectly give rise to or serve as
a basis for the commencement of any such Proceeding.

       (e)  The  Named  PickAx  Stockholder  is  not  subject  to any Order that
relates  to PickAx's business or to any of the assets owned or used by PickAx or
to  the stock or rights held by or for such Stockholder; and to the knowledge of
the  Named  PickAx  Stockholder,  there  is no proposed Order that, if issued or
otherwise  put into effect, may have a material adverse effect on the ability of
the  Named  PickAx  Stockholder  to  comply  with  or  perform  any  covenant or
obligation under this Agreement and the other Transactional Agreements.

       (f)  To  the  knowledge  of the Named PickAx Stockholder, no Governmental
Body  has  proposed any legal requirement (other than any legal requirement that
would  be applicable generally to the Internet communications industry) that, if
adopted  or  otherwise  put  into  effect,  may adversely affect his, her or its
ability  to  comply  with  or  perform  any  of  his,  her  or  its covenants or
obligations under this Agreement and the other Transactional Agreements.

       (g)  Neither  the  Named PickAx Stockholder nor any person acting on his,
her  or  its  behalf  has  negotiated  or  contracted  with  any finder, broker,
intermediary   or  any  similar  person  in  connection  with  the  transactions
contemplated  herein.  The  Named  PickAx Stockholder has not incurred, nor will
the  Named  PickAx  Stockholder incur, directly or indirectly, any liability for
brokerage  or  finders'  fees  or  agents' commissions or any similar charges in
connection  with  this  Agreement  or  any Transactional Agreement or any of the
Transactions  contemplated  hereby; and the Named PickAx Stockholder shall fully
indemnify,  defend  and  hold Omnis and Merger Sub and the Surviving Corporation
harmless  from  any  such  liabilities  or  claims, including but not limited to
reasonable attorney's fees and costs of defense.

       (h)  All  information  regarding  the  Named PickAx Stockholder that such
Named  PickAx  Stockholder  has furnished to Omnis or any of its representatives
is accurate and complete in all material respects.


                                      A-24


<PAGE>

       (i)  To the personal knowledge only of the Named PickAx Stockholder, each
and  all  of the representations and warranties made by PickAx in this Agreement
are  true and accurate in all material respects as of the date of this Agreement
and  as  of  the Closing as though made on and as of the Closing, without giving
effect  to  any  Disclosure  Schedule  Update and without being qualified by the
knowledge or lack of knowledge of PickAx;

       (j)   The  Named  PickAx  Stockholder  has  the  capacity  and  financial
capability  to  comply  with  and  perform  all  his,  her  or its covenants and
obligations   under   this   Agreement  and  each  of  the  other  Transactional
Agreements.

     With   respect  to  Omnis  Stock,  the  Named  PickAx  Stockholder  further
represents and warrants as follows:

       (k)  The  Named  PickAx  Stockholder  is an "accredited investor" as that
term  is  defined in Rule 501(a) of Regulation D of the Securities Act (excerpts
of  the definition of "accredited investor" are attached as Schedule VI hereto).


       (l)  The  Named  PickAx  Stockholder,  by  reason  of  its  business  and
financial  experience  has  such  knowledge,  sophistication  and  experience in
financial  and  business matters and in making investment decisions of this type
that  it  is  capable of (i) evaluating the merits and risks of an investment in
Omnis  Stock and making an informed investment decision, (ii) protecting its own
interest  and  (iii)  bearing the economic risk of such investment. If the Named
PickAx  Stockholder  retained a representative with respect to the investment in
Omnis  Stock  that  may  be made hereby then the Named PickAx Stockholder shall,
prior  to  or at the Closing, (i) acknowledge in writing such representation and
(ii)  cause  such  representative  to  deliver a certificate to Omnis containing
such representations as are reasonably requested by Omnis.

       (m)  The Named PickAx Stockholder is acquiring Omnis Stock for investment
for  the  Named  PickAx Stockholder's own account, not as a nominee or agent and
not  with the view to, or any intention of, a resale or distribution thereof, in
whole  or  in  part, or the grant of any participation therein. The Named PickAx
Stockholder  understands  that  Omnis  Stock  has  not been registered under the
Securities  Act  or  state  securities  laws  and  will be issued by reason of a
specific  exemption  from  the registration provisions of the Securities Act and
applicable  state  securities  laws  that  depends upon, among other things, the
bona  fide  nature of the investment intent and the accuracy of the Named PickAx
Stockholder's  representations  as expressed in this Agreement. The Named PickAx
Stockholder  further understands that Omnis shall have no obligation to register
Omnis  Stock  under  the  Securities Act or any state securities laws or to take
any  action  that  would  make  available  any  exemption  from the registration
requirements  of  such  laws,  except  as set forth in the Rights Agreement. The
Named  PickAx  Stockholder  hereby acknowledges that because of the restrictions
on  transfer  or  assignment  of Omnis Stock to be issued in connection with the
Merger  hereunder  the  Named  PickAx  Stockholder may have to bear the economic
risk  of  the  investment  commitment in Omnis Stock for an indefinite period of
time.

       (n)  The  Named  PickAx  Stockholder  will  observe  and  comply with the
Securities  Act  and the rules and regulations promulgated thereunder, as now in
effect  and  as  from  time to time amended, in connection with any offer, sale,
pledge,  transfer  or  other  disposition  of Omnis Stock. In furtherance of the
foregoing,  and  in  addition to any restrictions contained in this Agreement or
the  other Transactional Agreements, the Named PickAx Stockholder will not offer
to  sell, exchange, transfer, pledge, or otherwise dispose of any of Omnis Stock
unless at such time at least one of the following is satisfied:

              (i) a  registration  statement  under the  Securities Act covering
Omnis  Stock  proposed  to  be  sold,  transferred  or  otherwise  disposed  of,
describing  the  manner  and  terms  of the  proposed  sale,  transfer  or other
disposition, and containing a current prospectus, shall have been filed with the
SEC and made effective under the Securities Act;

              (ii)  such  transaction   shall  be  permitted   pursuant  to  the
provisions of Rule 144;

              (iii) counsel representing the Named PickAx Stockholder shall have
advised Omnis in a written opinion letter  reasonably  satisfactory to Omnis and
its counsel, and upon which Omnis and its counsel may rely, that no registration
under the Securities Act would be required in connection with the proposed sale,
transfer or other disposition; or


                                      A-25


<PAGE>

              (iv) an authorized  representative  of the SEC shall have rendered
written  advice to the Named  PickAx  Stockholder  (sought  by the Named  PickAx
Stockholder or counsel to the Named PickAx Stockholder,  with a copy thereof and
of all other related  communications  delivered to Omnis) to the effect that the
SEC would take no action,  or that the staff of the SEC would not recommend that
the SEC take  action,  with  respect to the  proposed  sale,  transfer  or other
disposition if consummated.

       (o)  The Named PickAx Stockholder understands that an investment in Omnis
Stock  involves  substantial  risks. The Named PickAx Stockholder has been given
the  opportunity  to make a thorough investigation of the proposed activities of
Omnis  and, upon request to Omnis, has been furnished with materials relating to
Omnis  and  its  proposed  activities.  The  Named  PickAx  Stockholder has been
afforded  the  opportunity to obtain any additional information deemed necessary
by  the  Named  PickAx Stockholder to verify the accuracy of any representations
made  or  information conveyed to the Named PickAx Stockholder. The Named PickAx
Stockholder  confirms  that  all  documents, records and books pertaining to its
investment  in  Omnis  Stock  and requested by the Named PickAx Stockholder have
been  made  available  or  delivered  to the Named PickAx Stockholder. The Named
PickAx  Stockholder  has  had  an  opportunity  to  ask questions of and receive
answers  from  Omnis,  or  from  a  person  or persons acting on Omnis's behalf,
concerning the terms and conditions of this investment.

       (p)  The Named PickAx Stockholder has no knowledge of any actions, causes
of  action  or  other  claims  that  could  have  been or in the future could be
asserted  by  the  Named  PickAx  Stockholder  against  PickAx  or  any  of  its
predecessors,  successors,  Affiliates, assigns, directors, officers, employees,
agents  or  representatives  arising  out  of  any  events,  matters,  facts  or
circumstances  occurring  at  any  time  on  or  prior to the Closing and in any
manner  relating to any duty or obligation of PickAx or any Affiliate thereof or
any  of  such  other  parties  to  the  Named PickAx Stockholder in any capacity
(collectively   "Stockholder   Claims").   In   partial  consideration  for  the
undertakings  of Omnis hereunder and acknowledging the reliance of each of Omnis
and  PickAx and Merger Sub and the Surviving Corporation hereon, effective as of
the  Closing  the  PickAx  Stockholder hereby forever and irrevocably discharges
and  releases  each  of  PickAx  and  Omnis  and  Merger  Sub  and the Surviving
Corporation  and  each  and  all  of  their respective predecessors, successors,
Affiliates,  assigns,  directors,  officers,  employees, stockholders, agents or
representatives  from  any and all Stockholder Claims (collectively "Releases").
Such  Releases are made by the Named PickAx Stockholder in his or her or its own
behalf  and on behalf of the spouses, heirs, devisees, predecessors, successors,
Affiliates,   assigns,   agents   or   representatives   of  such  Named  PickAx
Stockholder.  In  this  connection the Named PickAx Stockholder expressly waives
any  rights  or  benefits  of  Section  1542 of the California Civil Code, which
states that:

       "A GENERAL RELEASE  DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
       KNOW  OR  SUSPECT  TO  EXIST  IN  HIS  FAVOR AT THE TIME OF EXECUTING THE
       RELEASE,  WHICH  IF  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED HIS
       SETTLEMENT WITH THE DEBTOR;"

and any rights or benefits of any comparable statute of any jurisdiction.

       (q)  The  representations  and warranties of the Named PickAx Stockholder
set  forth  in  this  Agreement and in any written statement or other disclosure
delivered  by  the  Named  PickAx  Stockholder  or  any  representative or agent
thereof  under  this  Agreement are true in all material respects as of the date
of  this  Agreement and further shall be true in all material respects on and as
of the Closing as though made at that time.

     5.22 Powers of Attorney.

     Subject  to Section 3.5 hereof in the case of Omnis, PickAx has not given a
power of attorney to any Person at any time.

     5.23 Benefit Plans; ERISA.

       (a)  Part 5.23 of the Disclosure Schedule lists (i) all "employee benefit
plans"  within  the  meaning  of  Section  3(3)  of  ERISA,  (ii) all employment
agreements,  including,  but not limited to, any individual benefit arrangement,
policy  or  practice  with respect to any current or former employee or director
of  PickAx  or  Member  of  the  Controlled  Group, and (iii) all other employee
benefit, bonus or other incentive


                                      A-26


<PAGE>

compensation,  stock  option, stock purchase, stock appreciation, severance pay,
lay-off  or  reduction  in  force,  change  in  control, sick pay, vacation pay,
salary   continuation,  retainer,  leave  of  absence,  educational  assistance,
service  award,  employee discount, fringe benefit plans, arrangements, policies
or  practices, whether legally binding or not, which PickAx or any Member of the
Controlled  Group  maintains,  contributes  to  or  has  any  obligation  to  or
liability for (collectively, the "Plans").

       (b)  None  of the Plans is a Defined Benefit Plan, and neither PickAx nor
any   Member   of  the  Controlled  Group  has  ever  sponsored,  maintained  or
contributed  to, or ever been obligated to contribute to, a Defined Benefit Plan
that  could  reasonably  be expected to result in a material amount of liability
under Title IV of ERISA.

       (c)  None  of  the  Plans is a Multiemployer Plan, and neither PickAx nor
any  Member  of  the  Controlled  Group  has  ever  contributed to, or ever been
obligated  to  contribute  to,  a  Multiemployer  Plan  that could reasonably be
expected to result in a material amount of liability under Title IV of ERISA.

       (d)  Neither  PickAx  nor any Member of the Controlled Group maintains or
contributes  to  any  welfare  benefit plan which provides health benefits to an
employee  after the employee's termination of employment or retirement except as
required  under Section 4980B of the Code and Sections 601 through 608 of ERISA.


       (e)  Each  Plan that is an "employee benefit plan," as defined in Section
3(3)  of  ERISA, complies in all material respects by its terms and in operation
with  the  requirements provided by any and all statutes, orders or governmental
rules  or  regulations currently in effect and applicable to the Plan, including
but not limited to ERISA and the Code.

       (f)  All reports, forms and other documents required to be filed with any
government  entity  with  respect  to  any  Plan (including, without limitation,
summary  plan  descriptions,  Forms  5500  and summary annual reports) have been
timely filed and are accurate.

       (g)  Each  Plan  intended  to qualify under Section 401(a) of the Code is
the  subject  of a favorable determination letter issued by the Internal Revenue
Service.  To  PickAx's  knowledge,  nothing  has  occurred since the date of the
Internal  Revenue  Service's favorable determination letter that could adversely
affect  the  qualification  of  the  Plan and its related trust. PickAx and each
Member  of  the  Controlled Group have timely and properly applied for a written
determination  by the Internal Revenue Service on the qualification of each such
Plan  and  its related trust under Section 401(a) of the Code, as amended by the
Tax  Reform  Act  of  1986  and  subsequent legislation enacted through the date
hereof, and Section 501 of the Code.

       (h)  All  contributions  owed for all periods ending prior to the Closing
Date  (including  periods  from  the  first  day of the current plan year to the
Closing  Date)  under  any  Plan  have been or will be made prior to the Closing
Date   by   PickAx   in  accordance  with  past  practice  and  the  recommended
contribution  in  any applicable actuarial report; and any contributions made on
or  after the date of this Agreement shall be specifically disclosed to Omnis by
prompt written notice.

       (i)  All  insurance  premiums  have  been  paid  in full, subject only to
normal  retrospective  adjustments  in  the  ordinary course, with regard to the
Plans for plan years ending on or before the Closing Date.

       (j) With respect to each Plan:

              (i) no prohibited  transactions  (as defined in Section 406 or 407
of ERISA or Section  4975 of the Code) have  occurred  for which an exemption is
not available that could  reasonably be expected to result in a material  amount
of liability to PickAx;

              (ii) no actions or claims (other than routine  claims for benefits
made in the ordinary course of Plan administration for which Plan administrative
review  procedures have not been exhausted) are pending,  threatened or imminent
against or with respect to the Plan, any employer who is  participating  (or who
has  participated)  in the Plan or any fiduciary (as defined in Section 3(21) of
ERISA) of the Plan that could  reasonably  be  expected  to result in a material
amount of liability to PickAx or any Member of the Controlled Group;

              (iii) no facts  exist  which could give rise to any such action or
claim; and


                                      A-27


<PAGE>

              (iv) the Plan provides that it may be amended or terminated at any
time and,  except for benefits  protected  under Section 411(d) of the Code, all
benefits  payable to current,  terminated  employees or any  beneficiary  may be
amended or terminated by PickAx or the relevant  Member of the Controlled  Group
at any time without a material amount of liability.

       (k)  Neither  PickAx  nor  any  Member  of  the  Controlled Group has any
Plan-related  liability  or  is  threatened with any liability (whether joint or
several)  (i)  for  any  excise tax imposed by Section 4971, 4975, 4976, 4977 or
4979  of  the  Code,  or  (ii)  for a fine under Section 502 of ERISA that could
reasonably  be expected to result in a material amount of liability to PickAx or
any Member of the Controlled Group.

       (l)  All  the  "group  health  plans"  (as  defined  in Section 607(1) or
733(a)(1)  of  ERISA  or  Section  4980B(g)(2) of the Code) that are part of the
Plans  listed  in  the  Disclosure  Schedule are in material compliance with the
continuation  of  group health coverage provisions contained in Section 4980B of
the Code and Sections 601 through 608 of ERISA.

       (m)  Copies  of  all  documents creating or evidencing any Plan listed in
the  Disclosure Schedule, and all reports, forms and other documents required to
be  filed  with  any governmental entity (including, without limitation, summary
plan  descriptions,  Forms 5500 and summary annual reports for all plans subject
to  ERISA),  have  been  delivered  or made available to Omnis; and are true and
complete  in all respects. There are no negotiations, demands or proposals which
are  pending  or have been made which concern matters now covered, or that would
be covered, by any Plan listed in the Disclosure Schedule.

       (n)  All  expenses  and liabilities relating to contributions required by
law  and  the terms of the Plans described in the Disclosure Schedule have been,
and  on  the  Closing  Date will be, fully and properly accrued on the books and
records  of PickAx and disclosed in accordance with GAAP applied on a consistent
basis  in  all  Plan  financial statements; and neither PickAx nor any Member of
the  Controlled Group thereof has any unfunded or undisclosed obligation to fund
any contribution to any Plan.

     5.24 Knowledge.

     Notwithstanding any contrary provision herein:

       (a)  The  knowledge  of  PickAx, PickAx Systems or any officer, director,
employee  or  agent of PickAx or PickAx Systems shall be fully attributed to and
deemed  to  be  fully  within  the  knowledge of PickAx for all purposes of this
Agreement.

       (b)  Any  reference  herein  to  the knowledge of one Entity "or" another
Entity  shall  be  deemed to refer to and include the knowledge of either Entity
or both Entities.

     5.25 Full Disclosure.

       (a)   Neither  this  Agreement  (including  all  Schedules  and  Exhibits
hereto),  nor any of the Transactional Agreements, contains any untrue statement
of  material  fact;  and none of such documents omits to state any material fact
necessary  to make any of the representations, warranties or other statements or
information contained therein when read collectively not misleading.

       (b)  There is no fact within the knowledge of PickAx (other than publicly
known  facts  relating  exclusively  to political or economic matters of general
applicability  that will adversely affect all comparable Entities) that may have
a  material  adverse  effect  on  (i) the business, financial condition, assets,
liabilities,  operations,  financial performance, net income or prospects (or on
any  aspect or portion thereof) of PickAx or any of its Subsidiaries or (ii) the
ability  of the Named PickAx Stockholder or PickAx to comply with or perform any
covenant  or  obligation  under this Agreement or any of the other Transactional
Agreements to which it is contemplated to be a party.

     PickAx  has  provided  Omnis and the representatives of Omnis with full and
complete  access  to  all  of the records and other documents and data of PickAx
and  PickAx  Systems,  and  has  produced all documents and related materials in
response to the reasonable requests of Omnis.

     5.26 No Brokers' and Finders' Fees.

     Except  for Devonshire Holdings LLC, but without intending any admission of
law  or  fact or conceding any liability with respect to such entity and further
expressly reserving all rights and remedies of


                                      A-28


<PAGE>

PickAx  with  respect  thereto,  (a) neither PickAx nor any person acting on its
behalf  has  negotiated  or  contracted with any finder, broker, intermediary or
any  similar person in connection with the transactions contemplated herein; and
(b)  neither  PickAx  nor any Affiliate thereof has incurred, nor will PickAx or
any   Affiliate  thereof  incur,  directly  or  indirectly,  any  liability  for
brokerage  or  finders'  fees  or  agents' commissions or any similar charges in
connection  with  this  Agreement  or  any Transactional Agreement or any of the
Transactions  contemplated  hereby; and PickAx shall fully indemnify, defend and
hold  Omnis  and the Surviving Corporation harmless from any such liabilities or
claims,  including  but  not  limited to reasonable attorney's fees and costs of
defense.

     5.27 Effective Dates.

     The  representations  and  warranties of PickAx set forth in this Agreement
and  in  any  written  statement  or other disclosure delivered by PickAx or any
representative  or  agent  thereof under this Agreement are true in all material
respects  as  of  the  date  of  this Agreement and further shall be true in all
material respects on and as of the Closing as though made at that time.


6. Representations and Warranties of Omnis and Merger Sub.

     Except  as  specifically  set  forth in the disclosure schedule provided by
Omnis  and attached hereto (the "Disclosure Schedule"), the parts of which shall
be  numbered  to  correspond to the Section numbers of this Agreement, Omnis and
Merger  Sub hereby jointly represent and warrant to each of PickAx and the Named
PickAx Stockholder as follows:

     6.1 Organization, Good Standing, Authority; Binding Nature of Agreement.

     Omnis  and  Merger  Sub  each  is  a  corporation  duly  organized, validly
existing  and  in  good  standing  under  the  laws of the State of Delaware, is
qualified  to  conduct  business  and is in both corporate and tax good standing
under  the  laws of each jurisdiction in which the nature of its business or the
ownership  or  leasing  of its properties requires such qualification. Omnis and
Merger  Sub  each  has  the  requisite  corporate power and authority to own and
operate  its  properties  and  assets  and to carry on its business as currently
conducted.

     6.2 [Reserved]

     6.3 Omnis Stock.

     Omnis  Stock  to  be issued to the PickAx stockholders and upon exercise of
PickAx  Options  and PickAx Warrants assumed by Omnis, when issued in connection
with  this  Agreement  and  the  other  Transactional  Agreements,  will be duly
authorized,  validly issued and nonassessable, subject to applicable federal and
state securities laws.

     6.4 Authority; Binding Nature of Agreements.

       (a)  The  execution,  delivery  and  performance  of  this Agreement, the
Transactional  Agreements, and all other agreements and instruments contemplated
to  be  executed  and  delivered  by Omnis and Merger Sub in connection herewith
have  been  duly  authorized  by  all  necessary action on the part of Omnis and
Merger Sub and their respective boards of directors.

       (b)   This   Agreement,  the  Transactional  Agreements,  and  all  other
agreements  and  instruments  contemplated to be executed and delivered by Omnis
and  Merger Sub each constitute the legal, valid and binding obligation of Omnis
and  Merger  Sub  in  accordance  with  their  terms,  except to the extent that
enforceability   may   be  limited  by  applicable  bankruptcy,  reorganization,
insolvency,  moratorium  or  other  laws affecting the enforcement of creditors'
rights  generally and by general principles of equity regardless of whether such
enforceability is considered in a proceeding in law or equity.

       (c)  There  is  no  pending Proceeding, and, to the knowledge of Omnis or
Merger   Sub,   no  Person  has  threatened  to  commence  any  Proceeding  that
challenges,  or that may have the effect of preventing, delaying, making illegal
or  otherwise  interfering with, any of the Transactions or the ability of Omnis
or  Merger Sub to comply with or perform its obligations and covenants under the
Transactional  Agreements,  and,  to  the  knowledge  of Omnis or Merger Sub, no
event  has  occurred,  and  no claim, dispute or other condition or circumstance
exists,  that  might directly or indirectly give rise to or serve as a basis for
the commencement of any such Proceeding.


                                      A-29


<PAGE>

     6.5 Non-Contravention; Consents.

     The  execution  and  delivery of this Agreement and the other Transactional
Agreements,  and  the  consummation of the Transactions, by Omnis and Merger Sub
will not, directly or indirectly (with or without notice or lapse of time):

       (a)  contravene,  conflict  with or result in a material violation of (i)
the  Certificate  of Incorporation or bylaws of Omnis or Merger Sub, or (ii) any
resolution  adopted  by  the  Omnis  or  Merger  Sub  Board  of Directors or any
committee thereof or the stockholders of Omnis or Merger Sub;

       (b)  to  the  knowledge of Omnis or Merger Sub, contravene, conflict with
or  result  in  a material violation of, or give any Governmental Body the right
to  challenge  any  of  the Transactions or to exercise any remedy or obtain any
relief  under,  any  legal requirement or any Order to which Omnis or Merger Sub
or any material assets owned or used by it are subject;

       (c)  to  the  knowledge of Omnis or Merger Sub, cause any material assets
owned  or used by Omnis or Merger Sub to be reassessed or revalued by any taxing
authority or other Governmental Body;

       (d)  to  the  knowledge of Omnis or Merger Sub, contravene, conflict with
or  result  in  a  material violation of any of the terms or requirements of, or
give  any  Governmental  Body  the  right  to revoke, withdraw, suspend, cancel,
terminate  or  modify,  any  Governmental Authorization that is held by Omnis or
Merger  Sub  or  any  of their respective employees or that otherwise relates to
the  business  of  Omnis or Merger Sub or to any of the material assets owned or
used by Omnis;

       (e)  contravene,  conflict  with  or  result  in  a material violation or
material  breach  of,  or  material  default  under,  any  Omnis Contract or any
contract to which Merger Sub is a party;

       (f)  give  any  Person the right to any payment by Omnis or Merger Sub or
give  rise  to  any  acceleration  or  change  in  the  award, grant, vesting or
determination   of  options,  warrants,  rights,  severance  payments  or  other
contingent  obligations of any nature whatsoever of Omnis or Merger Sub in favor
of any Person; or

       (g)  result  in  the  imposition  or creation of any material encumbrance
upon  or  with  respect  to  any material asset owned or used by Omnis or Merger
Sub.

Except  as  set  forth  in  Part 6.5 of the Disclosure Schedule and as expressly
contemplated  in  this  Agreement  and the other Transactional Agreements, Omnis
and  Merger  Sub will not be required to make any filing with or give any notice
to,  or obtain any Consent from, any Person in connection with the execution and
delivery  of  this  Agreement  and  the  other  Transactional  Agreements or the
consummation or performance of any of the Transactions.

     6.6 [Reserved]

     6.7 Reports and Financial Statements; Absence of Certain Changes.

     Except  as  set  forth  in  Part  6.7  of  the  Disclosure Schedule, to the
knowledge of Omnis:

       (a)  Omnis  has  filed  all  reports  required  to  be filed with the SEC
pursuant  to  the  Exchange  Act,  if  any,  during the three years prior to the
Agreement  Date  (all  such  reports,  including  those to be filed prior to the
Closing  Date,  collectively, the "Omnis SEC Reports") and will promptly deliver
to  PickAx  any  Omnis  SEC  Reports  filed  between  the Agreement Date and the
Closing.  All  of such Omnis SEC Reports complied at the time they were filed in
all  material  respects  with  applicable requirements of the Securities Act and
the  Exchange  Act  and the rules and regulations thereunder. None of such Omnis
SEC  Reports, as of their respective dates (as amended through the date hereof),
contained  or,  with  respect  to Omnis SEC Reports filed after the date hereof,
will  contain  any  untrue  statement  of  a  material  fact or omitted or, with
respect  to  Omnis SEC Reports filed after the date hereof, will omit to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.  The  audited  financial  statements  of Omnis included in Omnis SEC
Reports   comply   in  all  material  respects  with  the  published  rules  and
regulations  of  the  SEC  with  respect  thereto,  and  such  audited financial
statements  (i)  were  prepared  from  the books and records of Omnis, (ii) were
prepared  in  accordance  with GAAP applied on a consistent basis (except as may
be  indicated  therein  or  in the notes or schedules thereto) and (iii) present
fairly the financial position of


                                      A-30


<PAGE>

Omnis  as  of the dates thereof and the results of operations and cash flows for
the  periods  then  ended.  The unaudited financial statements included in Omnis
SEC  Reports  comply  in  all  material  respects  with  the published rules and
regulations  of  the  SEC  with  respect  thereto;  and such unaudited financial
statements  (i)  were  prepared  from  the books and records of Omnis, (ii) were
prepared  in  accordance  with  GAAP  applied  on  a consistent basis, except as
otherwise  permitted  under  the  Exchange  Act  and  the  rules and regulations
thereunder  or  except  as may be indicated therein or in the notes or schedules
thereto)  and  (iii)  present  fairly  the financial position of Omnis as of the
dates  thereof  and  the  results  of  operations  and cash flows (or changes in
financial  condition)  for  the  periods  then ended, subject to normal year-end
adjustments  and  any  other  adjustments  described  therein or in the notes or
schedules  thereto.  The  foregoing representations and warranties shall also be
deemed  to  be  made  with respect to all filings made with the SEC on or before
the Effective Time.

       (b)  Except  as  specifically contemplated by this Agreement or reflected
in  Omnis  SEC  Reports,  after  June 29, 2000 through the date of the Agreement
there  has  not been (i) any change or event having a material adverse effect on
Omnis,  (ii)  any  declaration  setting  aside  or  payment  of  any dividend or
distribution  with  respect  to  the common stock of Omnis other than consistent
with  past  practices,  or  (iii)  any  material  change  in  Omnis's accounting
principles, procedures or methods.

     6.8 Compliance with Applicable Law.

     Except  as  disclosed  in Omnis SEC Reports filed prior to the date of this
Agreement,  Omnis  and  Merger  Sub  holds  all  licenses,  franchises, permits,
variances,  exemptions,  orders,  approvals and authorizations necessary for the
lawful  conduct  of  its  business  in  the United States and the United Kingdom
under  and pursuant to, and the businesses of Omnis and Merger Sub are not being
conducted  in  violation of, any provision of any federal, state, local or other
statute,  law, ordinance, rule, regulation, judgment, decree, order, concession,
grant,  franchise,  permit  or  license  or  other governmental authorization or
approval  or  the  United  States or United Kingdom or any political subdivision
thereof  applicable  to  Omnis  or  Merger  Sub,  except  to the extent that the
failure  or violation would not in the aggregate have a material adverse effect.


     6.9 Complete Copies of Requested Reports.

     Omnis  and  Merger Sub each has delivered or made available (through public
sources  or  directly)  true  and complete copies of each document that has been
reasonably  requested  by  PickAx  or its counsel in connection with their legal
and accounting review of Omnis and Merger Sub.

     6.10 Full Disclosure.

       (a)  Neither this Agreement (including all Schedules and Exhibits hereto)
nor  any  of  the  Transactional  Agreements  contemplated  to  be  executed and
delivered  by Omnis or Merger Sub in connection with this Agreement contains any
untrue  statement  of  material  fact; and none of such documents omits to state
any  material  fact  necessary to make any of the representations, warranties or
other statements or information contained therein not misleading.

       (b)  All  other  information  regarding  Omnis  and  Merger  Sub  and the
business,  condition,  assets,  liabilities,  operations, financial performance,
net  income  and prospects of either that has been furnished to PickAx or any of
its  representatives  by  or  on  behalf  of Omnis or Merger Sub or any of their
representatives, is accurate and complete in all material respects.

     6.11 Contracts.

       (a)  Except  as  set  forth  in  Part 6.11 of the Disclosure Schedule, no
Omnis  Contracts  have  come  into  existence  since  June 30, 2000 that will be
required  to  be  filed as exhibits to Omnis's Quarterly Report on Form 10-Q for
the  quarter  ended  September  30,  2000,  other  than  this  Agreement and any
Transaction Agreements.

       (b)  Omnis  has  previously  made available for inspection and copying to
PickAx  complete  and  correct  copies  (or,  in  the  case of oral contracts, a
complete  and correct description) of each Omnis Contract (and any amendments or
supplements  thereto)  listed on Part 6.11 of the Disclosure Schedule. Except as
set  forth  on  Part  6.11  of  the Disclosure Schedule, (i) each Omnis Contract
listed is in full force


                                      A-31


<PAGE>

and  effect;  (ii)  neither  Omnis  nor, to its knowledge, any other party is in
material  default under any such Omnis Contract, and no event has occurred which
constitutes,  or  with  the  lapse of time or the giving of notice or both would
constitute,  a  material  default, (iii) to the knowledge of Omnis, there are no
material  disputes  or  disagreements  between  Omnis  and  any other party with
respect  to  any  such  Omnis  Contract,  and (iv) each other party to each such
Omnis  Contract has consented or been given notice (or prior to the Closing Date
shall  have consented or been given notice), where such consent or the giving of
such  notice  is  necessary, sufficient that such Omnis Contract shall remain in
full  force  and  effect following the consummation of the Transactions, without
material modification in the rights or obligations of Omnis thereunder.

     6.12 Effective Dates.

     The  representations  and  warranties  of Omnis and Merger Sub set forth in
this  Agreement  and  in  any written statement or other disclosure delivered by
Omnis  or Merger Sub or any representative or agent thereof under this Agreement
are  true  in all material respects as of the date of this Agreement and further
shall  be  true in all material respects on and as of the Closing as though made
at that time.


7. Pre-Closing Covenants of PickAx and the Named PickAx Stockholder.

     7.1 Corporate Proceedings; Stockholder Approval.

     The  Named  PickAx Stockholder and PickAx shall ensure that resolutions (in
form  and  substance  satisfactory  to  Omnis)  of the PickAx Board approving or
adopting   this   Agreement,   the   other   Transactional  Agreements  and  the
Transactions   and   recommending  approval  by  PickAx's  stockholders  of  the
Agreement,   the  other  Transactional  Agreements  and  the  Transactions,  and
authorizing  or  approving  all  necessary  further  action  by  the officers of
PickAx,  are  passed  as  necessary  pursuant  to applicable law. PickAx, acting
through  the  PickAx  Board,  shall,  in  accordance  with  all applicable legal
requirements  and  its  Certificate of Incorporation and Bylaws (i) promptly and
duly  call,  give  notice  of, convene and hold as soon as practicable a meeting
(or  solicit  an  action by written consent in lieu thereof) of its stockholders
for  the  purpose  of  voting to approve and adopt the Merger and this Agreement
and  the  other  Transactional  Agreements  to which PickAx is a party, and (ii)
recommend  approval  and adoption of the Merger and this Agreement and the other
Transactional  Agreements  to  which  PickAx is a party by PickAx's stockholders
and  take all lawful action to solicit such approval. At the time this Agreement
is  executed  and  delivered  by PickAx, PickAx further shall deliver to Omnis a
Voting  Trust Agreement in substantially the form of Exhibit I, duly executed by
the Named PickAx Stockholder.

     7.2 Access and Investigation.

     PickAx shall ensure that, at all times during the Pre-Closing Period:

       (a)  PickAx and its representatives provide Omnis and its representatives
with  such copies of existing books, records, Tax Returns, work papers and other
documents  and  information  relating to PickAx or its Subsidiaries as Omnis may
reasonably request in good faith; and

       (b)  PickAx  and  its  representatives  compile and provide Omnis and its
representatives  with  such  additional  financial, operating and other data and
information  regarding  PickAx  or  its  Subsidiaries  as  Omnis  may reasonably
request in good faith.

     7.3 Operation of Business.

     PickAx  and  the  Named  PickAx  Stockholder  shall ensure that, during the
Pre-Closing Period:

       (a)  The  Named  PickAx Stockholder shall not directly or indirectly sell
or  otherwise  transfer,  or offer, agree or commit (in writing or otherwise) to
sell  or  otherwise  transfer,  any  of  his  Stock  or any interest in or right
relating to any of his PickAx Stock;

       (b)  The  Named  PickAx  Stockholder shall not permit, or offer, agree or
commit  (in  writing  or otherwise) to permit, any of the PickAx Stock to become
subject, directly or indirectly, to any encumbrance;

       (c)  PickAx  and  each  of  its  Subsidiaries  conduct  their  operations
exclusively  in  the  Ordinary Course of Business and in the same manner as such
operations have been conducted prior to the date of this Agreement;


                                      A-32


<PAGE>

       (d)  PickAx  and  each  of its Subsidiaries preserve intact their current
business  organization, keeps available the services of its current officers and
employees   and  maintains  its  relations  and  goodwill  with  all  suppliers,
customers,  landlords,  creditors,  licensors,  licensees,  employees  and other
Persons having business relationships with PickAx or any of its Subsidiaries;

       (e)  Except  as  set  forth  on  Part  7.3(e) of the Disclosure Schedule,
neither  PickAx  nor  any  of its Subsidiaries declare, accrue, set aside or pay
any  dividend or make any other distribution in respect of any shares of capital
stock,  or repurchase, redeem or otherwise reacquire any shares of capital stock
or  other  securities, except for shares for which PickAx has a repurchase right
under the Option Plan;

       (f)  Except  as  set  forth  on  Part  7.3(f) of the Disclosure Schedule,
PickAx  and  its  Subsidiaries  do  not  sell  or  otherwise issue (or grant any
warrants,  options  or  other rights to purchase) any shares of capital stock or
any other securities, unless approved in advance in writing by Omnis;

       (g)  Neither  PickAx  nor  any of its Subsidiaries amend their respective
Certificates  of  Incorporation or Bylaws, or enter into any agreement regarding
or  effect  or  become  a  party to any Acquisition Transaction (other than this
Merger),  recapitalization,  reclassification  of  shares,  stock split, reverse
stock  split  or  similar transaction, or enter into any transaction or take any
other action of the type referred to in Section 5.22(c) through (n);

       (h)  Neither  PickAx  nor  any of its Subsidiaries form any subsidiary or
acquire any equity interest or other interest in any other Entity;

       (i)  Except  as  set  forth  on  Part  7.3(i) of the Disclosure Schedule,
neither  PickAx nor any of its Subsidiaries make any capital expenditure, except
for  capital  expenditures  made  in  the Ordinary Course of Business that, when
added  to  all  other  capital  expenditures  made  on  behalf of PickAx and its
Subsidiaries  during  the Pre-Closing Period, do not exceed Ten Thousand Dollars
($10,000), unless approved in advance in writing by Omnis;

       (j)  Except  as  set  forth  on  Part  7.3(j) of the Disclosure Schedule,
neither  PickAx  nor  any  of  its Subsidiaries enter into, or permit any of the
material  assets  owned  or  used by PickAx or any of its Subsidiaries to become
bound by, any Contract;

       (k)  Except  as  set  forth  on  Part  7.3(k) of the Disclosure Schedule,
neither  PickAx  nor  any  of its Subsidiaries incur, assume or otherwise become
subject  to  any  Liability,  except  for  current  liabilities  incurred in the
Ordinary Course of Business, unless approved in advance in writing by Omnis;

       (l)  Neither  PickAx  nor  any of its Subsidiaries establish or adopt any
Employee  Benefit  Plan,  or pay any bonus or make any profit-sharing or similar
payment   to,   or   materially  increase  the  amount  of  the  wages,  salary,
commissions,  fringe  benefits or other compensation or remuneration payable to,
any  of its directors, officers or employees, other than annual adjustments made
in the Ordinary Course of Business;

       (m)  Neither PickAx nor any of its Subsidiaries change any of its methods
of accounting or accounting practices in any respect;

       (n) Neither PickAx nor any of its Subsidiaries make any Tax election;

       (o)  Except  as  set  forth  on  Part  7.3(o) of the Disclosure Schedule,
neither PickAx nor any of its Subsidiaries commence any Proceeding; and

       (p)  None  of  the  Named  PickAx  Stockholder,  PickAx  or  any  of  its
Subsidiaries  agrees, commits or offers (in writing or otherwise) or attempts to
take  any of the actions described in the preceding clauses of this Section 7.3.


     7.4 Filings and Consents.

     PickAx and the Named PickAx Stockholder shall ensure that:

       (a)  each  filing or notice required to be made or given (pursuant to any
applicable  legal requirement, Order or Contract, or otherwise) by PickAx or any
PickAx  Stockholder  in connection with the execution and delivery of any of the
Transactional Agreements or in connection with the consummation


                                      A-33


<PAGE>

or  performance  of  any  of the Transactions (including each of the filings and
notices  identified  in Part 5.4 of the Disclosure Schedule) is made or given as
soon as possible after the date of this Agreement and prior to the Closing;

       (b)  each  Consent  required  to  be obtained (pursuant to any applicable
legal  requirement,  Order  or  Contract,  or  otherwise) by PickAx or the Named
PickAx  Stockholder  in connection with the execution and delivery of any of the
Transactional  Agreements  or in connection with the consummation or performance
of  any  of  the Transactions (including each of the Consents identified in Part
5.4  of  the Disclosure Schedule) is obtained as soon as possible after the date
of  this  Agreement  and  remains  in  full force and effect through the Closing
Date;

       (c)  PickAx  promptly  delivers to Omnis a copy of each filing made, each
notice   given  and  each  Consent  obtained  by  PickAx  or  the  Named  PickAx
Stockholder during the Pre-Closing Period; and

       (d)  during  the  Pre-Closing  Period,  PickAx  and  its  representatives
cooperate  with  Omnis and with Omnis's representatives, and prepare and execute
and  deliver such documents and instruments and take such other actions as Omnis
may  request  in  good  faith,  in connection with any filing, notice or Consent
that Omnis is required or elects to make, give or obtain.

     7.5 Notification; Updates to Disclosure Schedule.

       (a)   During   the  Pre-Closing  Period,  PickAx  and  the  Named  PickAx
Stockholder shall promptly notify Omnis in writing of:

              (i) The discovery by PickAx or the Named PickAx Stockholder of any
event,  matter,  condition,  fact or  circumstance  that  constitutes a material
breach of any  representation or warranty of PickAx or any PickAx stockholder in
this Agreement or in any of the other Transactional Agreements;

              (ii) The  discovery  of any  material  breach of any  covenant  or
obligation of PickAx or any PickAx stockholder; and

              (iii) Any event, matter,  condition, fact or circumstance known to
PickAx or any PickAx stockholder that may make the timely satisfaction of any of
the conditions set forth in Section 4.1 hereof impossible or unlikely.

       (b)  If  any  event,  matter,  condition,  fact  or  circumstance that is
required  to  be disclosed pursuant to Section 7.5(a) requires any change in the
Disclosure   Schedule,  or  if  any  such  event,  matter,  condition,  fact  or
circumstance  would  require such a change assuming the Disclosure Schedule were
dated  as  of  the date of the occurrence, existence or discovery of such event,
matter,  condition,  fact  or  circumstance,  then  PickAx  and the Named PickAx
Stockholder  shall  promptly  deliver  to  Omnis  an  update  to  the Disclosure
Schedule   (a   "Disclosure  Schedule  Update")  specifying  such  change.  Such
Disclosure   Schedule  Update  shall  be  deemed  to  supplement  or  amend  the
Disclosure  Schedule  for  the purpose of (i) determining the accuracy of any of
the   representations  and  warranties  made  by  PickAx  or  the  Named  PickAx
Stockholder  in  this  Agreement  as of the Closing, or (ii) determining whether
the  conditions set forth in Section 4.1 have been satisfied, unless objected to
in writing by Omnis.

     7.6 No Plan Amendments.

     During  the  Pre-Closing  Period, PickAx shall not amend or modify or cause
the amendment or modification of the terms of any Plan.

     7.7 Best Efforts.

     During  the  Pre-Closing  Period,  PickAx  and the Named PickAx Stockholder
shall  use  their  Best Efforts to cause the conditions set forth in Section 4.1
to  be  satisfied  on  a  timely basis, and shall not take any action or omit to
take  any  action,  the taking or omission of which would or could reasonably be
expected  to  result  in  any of the representations and warranties set forth in
Section  5  of  this  Agreement  becoming  untrue,  in  any of the conditions of
Closing set forth in Section 4.1 not being satisfied in a timely manner.


                                      A-34


<PAGE>

     7.8 No Insider Trading.

     PickAx  and  each  PickAx  stockholder agree that it or he or she shall not
engage  in  any sales or purchases of Omnis Common Stock (a) prior to the public
announcement  of this Agreement and the transactions contemplated hereby, or (b)
during   any   period   such  person  or  entity  possesses  material  nonpublic
information  relating  to  Omnis.  Each  of  PickAx  and each PickAx stockholder
agrees  further  (i)  shall  not  disclose  any  material  nonpublic information
relating  to  Omnis  to  any  other  person (including but not limited to family
members)  where such information may be used by such person to profit by trading
in  any  Omnis  securities,  or (ii) make recommendations or express opinions on
the  basis  of  such  material  nonpublic information as to trading in any Omnis
securities.  All  such  material  nonpublic  information  shall  be  part of the
Confidential  Information of Omnis hereunder. PickAx and each PickAx stockholder
each  acknowledges  that trading in Omnis securities based on material nonpublic
information  is  a  violation  of United States federal securities laws, and may
subject the violator to severe civil and criminal penalties.


8. Pre-Closing Covenants of Omnis and Merger Sub.

     8.1 Corporate Proceedings.

       (a)   Omnis   shall  ensure  that  resolutions  (in  form  and  substance
satisfactory  to  PickAx)  of  the  Omnis  Board  of  Directors  ("Omnis Board")
approving  or  adopting  this  Agreement, the other Transactional Agreements and
the  Transactions  and  recommending  approval  by  Omnis's  stockholders of the
Agreement,   the  other  Transactional  Agreements  and  the  Transactions,  and
authorizing  or approving all necessary further action by the officers of Omnis,
are  passed  as  necessary pursuant to applicable law. Omnis, acting through the
Omnis  Board,  shall,  in  accordance with all applicable legal requirements and
its  Certificate  of  Incorporation and Bylaws (i) promptly and duly solicit its
stockholders  for the purpose of voting to approve and adopt the Merger and this
Agreement  and the other Transactional Agreements to which Omnis is a party, and
(ii)  recommend  approval  and adoption of the Merger and this Agreement and the
other  Transactional Agreements to which Omnis is a party by the stockholders of
Omnis and take all lawful action to solicit such approval as required.

       (b)  Merger  Sub  shall  ensure  that  resolutions (in form and substance
satisfactory  to  PickAx)  of  the  Merger  Sub  Board of Directors ("Merger Sub
Board")   approving   or   adopting  this  Agreement,  the  other  Transactional
Agreements  and  the  Transactions  and  recommending  approval  by Merger Sub's
stockholders  of  the  Agreement,  the  other  Transactional  Agreements and the
Transactions,  and  authorizing or approving all necessary further action by the
officers  of  Merger  Sub,  are  passed as necessary pursuant to applicable law.
Merger  Sub,  acting through the Merger Sub Board, shall, in accordance with all
applicable  legal  requirements  and its Certificate of Incorporation and Bylaws
(i)  promptly  and  duly  solicit  its stockholders for the purpose of voting to
approve  and  adopt  the  Merger  and this Agreement and the other Transactional
Agreements  to  which  Merger  Sub  is  a party, and (ii) recommend approval and
adoption   of  the  Merger  and  this  Agreement  and  the  other  Transactional
Agreements  to which Merger Sub is a party by the stockholders of Merger Sub and
take all lawful action to solicit such approval as required.

     8.2 Access and Investigation.

     Omnis   and  Merger  Sub  shall  ensure  that,  at  all  times  during  the
Pre-Closing Period:

       (a)  Omnis and its representatives provide PickAx and its representatives
with  such copies of existing books, records, Tax Returns, work papers and other
documents  and  information  relating  to  Omnis  as  PickAx may request in good
faith; and

       (b)  Omnis  and  its  representatives  compile and provide PickAx and its
representatives  with  such  additional  financial, operating and other data and
information regarding Omnis as PickAx may request in good faith.

     8.3 Filings and Consents.

     Omnis and Merger Sub shall ensure that:

       (a)  Each  filing or notice required to be made or given (pursuant to any
applicable  legal  requirement,  Order  or  Contract,  or otherwise) by Omnis or
Merger Sub in connection with the execution and


                                      A-35


<PAGE>

delivery  of  any  of  the  Transactional  Agreements  or in connection with the
consummation  or performance of any of the Transactions is made or given as soon
as possible after the date of this Agreement;

       (b)  Each  Consent  required  to  be obtained (pursuant to any applicable
legal  requirement,  Order  or Contract, or otherwise) by Omnis or Merger Sub in
connection  with  the  execution  and  delivery  of  any  of  the  Transactional
Agreements  or  in connection with the consummation or performance of any of the
Transactions  is  obtained  as soon as possible after the date of this Agreement
and remains in full force and effect through the Closing Date;

       (c)  Omnis  and  Merger  Sub  promptly  deliver  to PickAx a copy of each
filing  made,  each  material notice given and each material Consent obtained by
Omnis or Merger Sub during the Pre-Closing Period; and

       (d)  during  the  Pre-Closing  Period,  Omnis  and  Merger  Sub  and  the
representatives  of  either  cooperate  with PickAx and its representatives, and
prepare  and  execute  and  deliver such documents and instruments and take such
other  actions  as  PickAx  may  request  in  good faith, in connection with any
filing,  notice  or  Consent  that PickAx is required or elects to make, give or
obtain consistent with this Agreement.

     8.4 Notification.

     During  the  Pre-Closing Period, Omnis and Merger Sub shall promptly notify
PickAx in writing of:

       (a)  the  discovery  by Omnis or Merger Sub of any event, condition, fact
or  circumstance  that  constitutes  a  breach of any representation or warranty
made  by  Omnis  or  Merger  Sub  in  this  Agreement  or  in  any  of the other
Transactional Agreements;

       (b)  the  discovery  of any material breach of any covenant or obligation
of Omnis or Merger Sub; and

       (c)  any event, matter, condition, fact or circumstance known to Omnis or
Merger  Sub  that  may make the timely satisfaction of any of the conditions set
forth in Section 4.2 impossible or unlikely.

     8.5 Best Efforts.

     During  the  Pre-Closing  Period,  Omnis  and Merger Sub each shall use its
Best  Efforts  to  cause the conditions set forth in Section 4.2 to be satisfied
on  a  timely  basis,  and shall not take any action or omit to take any action,
the  taking or omission of which would or could reasonably be expected to result
in  any  of  4 the representations and warranties set forth in Section 6 of this
Agreement  becoming  untrue  or in any of the conditions of Closing set forth in
Section 4.2 not being satisfied in a timely manner.


9. Other Agreements.

     9.1 Registration of PickAx Options.

     Omnis  agrees  that  as  soon  as  reasonably practicable after the Closing
Date,  but  in  no event later than thirty (30) days following the Closing Date,
it  will cause to be filed one or more registration statements on Form S-8 under
the  Securities  Act,  or  amendments to its existing registration statements on
Form  S-8,  in  order to register the shares of Omnis Common Stock issuable upon
exercise of the aforesaid converted PickAx Options.

     9.2 Change of Names, Ticker Symbol and Address.

     Omnis  agrees  that  as  soon  as  reasonably practicable after the Closing
Date,  but  in  no event later than twenty (20) days following the Closing Date,
it  will  cause  to  be  filed  one  or  more forms and/or applications with the
appropriate authorities requesting:

   a. a  change  of  corporate name from Omnis Technology, Inc. to "Raining Data
      Corporation";   provided   however  that  should  the  merger  transaction
      contemplated  herein  fail to close, all ownership and rights to the name,
      trademark  and  logo  "Raining  Data"  shall remain with PickAx and not be
      transferred or conveyed to Omnis;

   b. a  change  of  corporate  name  from PickAx to "Raining Data Technologies,
      Inc."  or  a similar name as determined by the Board of Directors of Omnis
      following the Closing;


                                      A-36


<PAGE>

   c. a  change  of  Omnis's NASDAQ ticker symbol to "RDTA" or another available
      symbol that is mutually acceptable to the parties; and

   d. a  change  of  corporate  address  from  981  Industrial  Way, San Carlos,
      California 94070 to 1691 Browning, Irvine California 92606.

     9.3 Confidentiality.

     Each  of  the  parties  hereto hereby agrees to and reaffirms the terms and
provisions  of  the  Mutual  Nondisclosure  Agreement  by  and between Omnis and
PickAx and Pick Systems, dated as of March 28, 2000.

     9.4 Public Disclosure.

     Unless   otherwise   required   by   law  (including,  without  limitation,
securities  laws)  or, as to Omnis, by the rules and regulations of the National
Association  of  Securities Dealers, Inc. (NASD), and further subject to Section
7.8  hereof concerning insider trading prohibitions, prior to the Effective Time
no  disclosure  (whether or not in response to an inquiry) of the subject matter
of  this  Agreement  or  any  Transactional Agreement shall be made by any party
hereto  unless  approved  by Omnis and PickAx prior to release; provided however
that  such  approval  shall  not be unreasonably withheld, provided further that
the  parties  agree  and  understand  that  certain  disclosures  regarding  the
Transactions  may  be  made  to  (i)  employees  of Omnis and PickAx, (ii) third
parties  whose  consent  or  approval  may  be  required  in connection with the
Transactions,  and  (iii) the professional advisors of Omnis, Merger Sub, PickAx
and  the  Named  PickAx  Stockholder,  in  each  case  without any prior written
consent.

     9.5 No Inconsistent Action.

     None  of  Omnis,  Merger  Sub,  PickAx, the Named PickAx Stockholder or the
Surviving  Corporation  shall take any action inconsistent with the treatment of
the Merger as a reorganization under Section 368(a)(2)(E) of the Code.

     9.6 Restrictive Legend.

     All  certificates  representing  Omnis  Stock  deliverable  to  the  PickAx
stockholders  pursuant  to  this  Agreement  and  any  certificates subsequently
issued  with  respect  thereto  or  in  substitution  therefor,  unless  a sale,
transfer  or  other  disposition  is  executed  pursuant  to  one or more of the
alternative  conditions  set  forth  in  Section  5.21(n)  or  in the Investment
Representation  Statement  shall  have  occurred,  or  unless  the conditions of
paragraph  (k)  of Rule 144 promulgated under the Securities Act shall have been
satisfied,  shall  bear  a  legend  substantially as follows, in addition to any
legend  Omnis  determines  in  its  sole  judgment  is  required pursuant to any
applicable legal requirement:

   "The  shares  represented  by  this  certificate  may  not  be offered, sold,
   pledged,  transferred  or otherwise disposed of except in accordance with the
   requirements  of  the  Securities  Act  of  1933,  as  amended, and the other
   conditions  specified  in  that certain Agreement and Plan of Merger dated as
   of  August  _____,  2000 and that certain Registration Rights Agreement dated
   as  of  September  ___,  2000,  copies  of  each  of  which  the Company will
   furnish,  without  charge,  to  the  holder  of this certificate upon written
   request therefor."

     Omnis,  at  its  discretion,  may  cause a stop transfer order to be placed
with  its transfer agent(s) with respect to the certificates for Omnis Stock but
not  as  to the certificates for any part of Omnis Stock as to which said legend
is  no  longer  appropriate  when  one  or more of the alternatives set forth in
Section  5.21(n) shall have been satisfied or the conditions of paragraph (k) of
Rule 144 promulgated under the Securities Act shall have been satisfied.

     9.7 Certain Tax and Other Matters.

       (a)   The   parties   hereto   adopt   this   Agreement  as  a  "plan  of
reorganization"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Department of the Treasury Regulations.

       (b)  Omnis  and  Merger  Sub each further represents, warrants, covenants
and agrees as follows:

              (i)  Omnis  and   Merger  Sub  are  not  aware  of  any  facts  or
circumstances  that would  cause the Merger to not  qualify as a  reorganization
within the  meaning of the  provisions  of Section  368(a)(2)(E)  of the Code or
cause this Agreement to not constitute a plan of reorganization  for purposes of
Section 368 of the Code.


                                      A-37


<PAGE>

              (ii)  Following the Merger,  Omnis and the  Surviving  Corporation
agrees to report the Merger as a  reorganization  within the  meaning of Section
368(a)(2)(E) of the Code, unless otherwise  required by law or unless advised in
writing  by  counsel  to  Omnis  that the  Merger  will  not  qualify  as such a
reorganization.

              (iii) Omnis has no current  plan or intention to sell or otherwise
dispose  of any of the  assets of PickAx  acquired  in the  Merger,  except  for
dispositions  made in the  Ordinary  Course of Business or  transfers  permitted
under Section  368(a)(2)(C)  of the Code or prescribed  by Treas.  Reg.  Section
1.368-1(d).

              (iv) Following the Merger,  the historic business of Omnis will be
continued or a significant  portion of Omnis's historic  business assets will be
used in a business.

              (v)   Following   the   Merger,   Omnis  will   comply   with  the
record-keeping  and  information  filing  requirements of Section 1.368-3 of the
Treasury Regulations.

       (c)  PickAx  and  the  Named  PickAx Stockholder each further represents,
warrants, covenants and agrees as follows:

              (i)  PickAx or the Named  PickAx  Stockholder  is not aware of any
facts  or  circumstances  that  would  cause  the  Merger  to not  qualify  as a
reorganization  within the meaning of the provisions of Section  368(a)(2)(E) of
the Code or cause this Agreement to not constitute a plan of reorganization  for
purposes of Section 368 of the Code.

              (ii) Following the Merger, the PickAx stockholders will report the
Merger as a "reorganization"  within the meaning of Section  368(a)(2)(E) of the
Code,  unless otherwise  required by law or unless advised in writing by counsel
to  the  PickAx  stockholders  that  the  Merger  does  not  constitute  such  a
reorganization.

              (iii) The  liabilities of PickAx,  if any, and the  liabilities to
which the assets of PickAx are  subject,  if any,  were or will be  incurred  by
PickAx in the Ordinary Course of Business.

              (iv)  PickAx and each of the PickAx  stockholders  will pay all of
their own costs and expenses  incurred in connection with the Merger,  including
all tax liabilities of any kind incurred thereby.

              (v) PickAx is not under the jurisdiction of a court in a "title 11
or similar case," within the meaning of Section 368(a)(3)(A) of the Code.

              (vi) PickAx is not an  investment  company for purposes of Section
368(a)(2)(F) of the Code.

              (vii) None of the  employee  compensation  received  by any PickAx
stockholder-employees  of PickAx is or will be  separate  consideration  for, or
allocable  to,  any of their  shares of PickAx  Stock to be  surrendered  in the
Merger.  None of Omnis  Stock  received  by any PickAx  stockholder-employee  of
PickAx in the Merger will be separate  consideration  for, or allocable  to, any
employment,  consulting or similar  arrangement.  Any compensation paid or to be
paid to any  PickAx  stockholder  who will be an  employee  or who will  provide
advisory  services for PickAx,  Omnis or any affiliate  thereof after the Merger
will be determined by bargaining at arm's length.

              (viii)  PickAx's  business   conducted   immediately   before  the
Effective Time will be its "historic  business" and its assets held  immediately
before the Effective Time will be its "historic business assets" for purposes of
Section 368 of the Code.


10. Termination.

     10.1 Termination Events.

     This Agreement may be terminated prior to Closing:

         (a)  by  Omnis  if  there  is  a  material  breach  of  any covenant or
obligation  of  PickAx  or  the Named PickAx Stockholder contained in any of the
Transactional  Agreements  or  in the Voting Trust Agreement and such breach has
not  been  cured  within  ten  (10)  business  days after written notice of such
breach is given to PickAx;


                                      A-38


<PAGE>

       (b)  by  PickAx  if  there  is  a  material  breach  of  any  covenant or
obligation  of  Omnis  contained in any of the Transactional Agreements and such
breach  has not been cured within ten (10) business days after written notice of
such breach is given to Omnis;

       (c)  by  either  Omnis or PickAx if the Closing has not taken place on or
before December 1, 2000 due to no fault of the terminating party; or

       (d) by the mutual written consent of Omnis and PickAx.

     10.2 Termination Procedures.

     If  Omnis  desires  to terminate this Agreement pursuant to Section 10.1(a)
or  Section  10.1(c),  Omnis  shall  deliver  to  PickAx  and  the  Named PickAx
Stockholder  a  written  notice stating that Omnis is terminating this Agreement
and  setting  forth  a  brief  description  of  the  basis  on  which  Omnis  is
terminating  this  Agreement.  If  PickAx  desires  to  terminate this Agreement
pursuant  to Section 10.1(b) or Section 10.1(c), PickAx shall deliver to Omnis a
written  notice  stating  that  PickAx is terminating this Agreement and setting
forth  a  brief  description  of  the  basis on which PickAx is terminating this
Agreement.

     10.3 Effect of Termination.

     If  this  Agreement  is  terminated  pursuant  to Section 10.1, all further
obligations  of  the  parties  under  this  Agreement  shall terminate; provided
however  that  notwithstanding the foregoing, each party shall remain liable for
any  breaches or violations of this Agreement at or prior to its termination and
provided  further  that  Sections 9.3, 9.4, 10, 11.1, 12.2, 12.3, 12.5, 12.6 and
12.11 shall survive the termination of this Agreement.

     10.4 Exclusivity of Termination Rights.

     Except  to  the extent termination occurs due to the bad faith of the other
party,  the termination rights and obligations provided in this Section 10 shall
be  deemed  to  be  exclusive.  Subject  to  the provisions of Section 10.3, the
parties  shall  not  have any other or further Liabilities to or with respect to
one another by reason of the termination of this Agreement.


11. Survival; Pledge of Shares and Security Interest.

     11.1 Survival of Representations and Covenants.

       (a)  The  representations  and warranties of each party set forth in this
Agreement  or any other Transactional Agreement or any Exhibit or Schedule shall
survive  for a period of twelve (12) months from the Closing Date and thereafter
shall  be  deemed  fully satisfied and waived for all purposes, provided however
that  notwithstanding  the foregoing, (i) such limitation shall not apply to any
act  of  fraud  or  intentional  concealment  by  any  such  person;  (ii)  such
limitation  shall  not  apply  to  any  tax  or  environmental representation or
warranty,  which  shall  survive until the expiration of the applicable statutes
of  limitation; and (iii) any claim, action or cause of action for any breach or
violation  of  any such representation or warranty shall not terminate and shall
survive  until the respective rights and obligations of the relevant parties are
fully discharged and satisfied, subject to applicable statutes of limitation.

       (b)   Except   as   qualified   by   the   Disclosure   Schedules,   the
representations,   warranties,  covenants  and  obligations  of  the  respective
parties,  and  the  rights  and  remedies  that may be exercised by any of them,
shall  not be limited or otherwise affected by or as a result of any information
furnished  to,  or  any  investigation  made by, or the Knowledge of, any of the
other parties or their respective representatives.

       (c)  For  purposes  of  this  Agreement, although each statement or other
item  of  information  set  forth  in  the  Disclosure  Schedules  qualifies the
specific  representation and warranty to which such information refers, all such
statements  and other items of information set forth in the Disclosure Schedules
shall  be  deemed  to  be  a  representation and warranty made by PickAx and the
Named PickAx Stockholder, respectively, in this Agreement.


                                      A-39


<PAGE>

     11.2 Pledge of Holdback Shares; Indemnity; Security Interest.

       (a)  Pledge  of  Collateral.  As  collateral security for full and timely
performance  and  non-breach of the Secured Obligations (as such term is defined
below),  the  Named PickAx Stockholder (the "Pledgor") hereby pledges and grants
Omnis  as the secured party (for purposes of this Section the "Secured Party") a
security  interest  in, and assigns, transfers and pledges to the Secured Party,
the following securities and other property:

              (i)  Pledgor's  portion of the  Holdback  Shares  delivered to and
deposited with the Escrow Holder pursuant to Section 3.1 (the "Pledged Shares");
and

              (ii) Any and all new, additional or different  securities or other
property subsequently distributed with respect to the Pledged Shares that are to
be  delivered  to and  deposited  with the  Secured  Party or the Escrow  Holder
pursuant to the requirements of Section 11.2(c) hereof; and

              (iii) The  proceeds of any sale,  exchange or  disposition  of the
property and securities described in the foregoing Paragraphs (i) or (ii).

     All  of  said  securities,  property  and money shall be herein referred to
collectively  as  the "Collateral" and shall be accompanied by one or more stock
power  assignments properly endorsed by Pledgor. The Collateral shall be held in
accordance with the following terms and provisions of this Section 11.2.

       (b) Secured Obligations.

              (i) The Named  PickAx  Stockholder  agrees to  indemnify  and hold
harmless  Omnis  and each of its  Affiliates,  officers,  directors,  employees,
agents, representatives, successors and assigns from any and against any and all
claims,  actions,  causes  of  actions,  losses,  damages,  judgments,  costs or
obligations  (including but not limited to reasonable  attorney's fees and costs
of  defense)  related  to or  arising  from any  material  breach  of any of the
representations,  warranties  or  obligations  of such Named PickAx  Stockholder
under Section 5.21 of this Agreement ("Indemnity").

              (ii) Such representations,  warranties or obligations of the Named
PickAx Stockholder under Section 5.21 of this Agreement and such Indemnity shall
be the  "Secured  Obligations"  of the Named  PickAx  Stockholder  for  purposes
hereof.

              (iii) All  reasonable  costs and  expenses  (including  reasonable
attorneys  fees)  incurred  by the  Secured  Party or the  Escrow  Holder in the
exercise  or  enforcement  of any right,  power or remedy  granted it under this
Section 11.2 shall become part of the Secured Obligations and shall constitute a
personal liability of Pledgor.

       (c)  Rights  and  Powers. The Secured Party may, without obligation to do
so,  exercise any one or more of the following rights and powers with respect to
the Collateral directly or by written notice to the Escrow Holder:

              (i)  Accept  in its  discretion,  but  subject  to the  applicable
limitations of Section 11.2(e) hereof, other property of Pledgor in exchange for
all or part of the  Collateral  and  release  the  Collateral  to Pledgor to the
extent necessary to effect such exchange,  and in such event the money, property
or securities received in the exchange shall be held by the Secured Party or the
Escrow Holder as substitute security for the Secured Obligations;

              (ii)  Perform  such acts as are  necessary to preserve and protect
the Collateral and the rights,  powers and remedies granted with respect to such
Collateral by this Agreement;

              (iii) If there is an Event of Default,  transfer record  ownership
of the  Collateral to the Secured Party (or cancel Pledged  Shares,  as the case
may be) or its nominee and receive,  endorse and give receipt for, or collect by
legal proceedings or otherwise,  dividends or other  distributions  made or paid
with respect to the Collateral; and

              (iv) Any and all other  rights or remedies  of a secured  party as
otherwise provided herein.

     Any  action  by  the  Secured  Party  or  the Escrow Holder pursuant to the
provisions  of  this  Subsection  (c)  may  be  taken without notice to Pledgor.
Expenses  reasonably incurred in connection with such action shall be payable by
Pledgor  and form part of the Secured Obligations. Neither the Secured Party nor
the


                                      A-40


<PAGE>

Escrow  Holder  shall  be  obligated  to  take  any  action  with respect to the
Collateral  requested  by  Pledgor unless the request is made in writing and the
Secured  Party  determines  that  the  requested  action  will  not unreasonably
jeopardize  the value of the Collateral as security for the Secured Obligations.
Any  cash  sums that the Secured Party may receive in the exercise of its rights
and  powers  under  this  Subsection  (c) shall be applied to the payment of the
Secured  Obligations,  in  such  order of application as the Secured Party deems
appropriate. Any remaining cash shall be paid over to Pledgor.

       (d)  Duty  of  Pledgor  to  Deposit.  Any  new,  additional  or different
securities  that  may  now or hereafter become distributable with respect to the
Collateral  during  the  period  of  the  Security Interest by reason of (i) any
stock  dividend,  stock  split,  conversion  or  reclassification of the capital
stock  of  Omnis  or  (ii)  any  merger,  consolidation  or other reorganization
affecting  the  capital  structure  of  Omnis  shall  be delivered to the Escrow
Holder,  and  if  delivered  to  Pledgor, upon receipt thereof shall be promptly
delivered  to  and  deposited  with  the Escrow Holder as part of the Collateral
hereunder.  Such  securities  shall  be  accompanied  by  one  or  more properly
endorsed stock power assignments.

       (e)  Release of Collateral; Transfer Date. As of the required date of the
transfer  to  Pledgor  of  the  Collateral  pursuant  to  Section  3.1(c) hereof
("Transfer  Date"),  the  Secured  Party  shall  instruct  the  Escrow Holder to
concurrently  reconvey,  retransfer  and cause the Collateral to be delivered to
Pledgor   and  any  and  all  instruments  related  thereto  (including  without
limitation  any  stock certificate or certificates representing the Collateral),
and  the  security  interest  in the Collateral granted hereby shall be released
and  terminated; subject to any and all rights or remedies lawfully exercised by
the  Secured  Party  against  the  Collateral  prior  to said Transfer Date; and
provided  further  that  in  the event the Secured Party or the Escrow Holder or
other  essential  party is prevented by court order or other process of law from
fully  exercising  the  rights and remedies of the Secured Party with respect to
the  Collateral  at  any time prior to or as of said Transfer Date (collectively
"Restrictions"),  then  the  "Transfer  Date"  shall be the thirtieth (30th) day
following the last date of the termination of such Restrictions.

       (f)  Events  of  Default.  An "Event of Default" shall have occurred upon
the  breach  of any Secured Obligation of the Named PickAx Stockholder. Upon the
occurrence of an Event of Default:

              (i) The Secured Party  directly or by written notice to the Escrow
Holder may exercise  any or all of the rights and remedies  granted to a secured
party under the provisions of the California  Uniform Commercial Code (as now or
hereafter in effect), including (without limitation) the power to dispose of the
Collateral  by public or  private  sale or to accept the  Collateral  in full or
partial payment of the Secured Obligations.

              (ii) Without  limiting the foregoing,  Pledgor agrees that, to the
extent  notice of sale shall be  required  by law,  at least 10 days'  notice to
Pledgor  of the time and place of any public  sale or the time  after  which any
private sale is to be made shall constitute reasonable notification. The Secured
Party shall not be obligated to make any sale of the  Collateral  regardless  of
notice of sale having been  given.  The Secured  Party may adjourn any public or
private  sale from  time to time by  announcement  at the time and  place  fixed
therefor,  and such sale may,  without further  notice,  be made at the time and
place to which it was so adjourned. Pledgor hereby waives any claims against the
Secured  Party  arising  by  reason  of the  fact  that the  price at which  the
Collateral  may have been  sold at such a  private  sale was less than the price
which might have been  obtained  at a public  sale,  even if the  Secured  Party
accepts the first offer  received and does not offer the Collateral to more than
one offeree.  Until such time as the Pledged Shares are registered  with the SEC
under the  Securities  Act, the Secured  Party may, at its option,  elect not to
require  Pledgor  to  register  the  offering  or sale of all or any part of the
Pledged  Shares under the  provisions of the Securities Act and may therefore be
compelled, with respect to any sale of all or any part of the Pledged Shares, to
limit purchasers to those who will agree,  among other matters,  to acquire such
securities  for their own account,  for  investment,  and not with a view to the
distribution or resale thereof.  Pledgor  acknowledges  and agrees that any such
sale may result in prices and other terms less  favorable  to the seller than if
such sale were a public sale without such restrictions and notwithstanding  such
circumstances,  agrees that any such sale shall be deemed to have been made in a
commercially  reasonable  manner. The Secured Party shall be under no obligation
to delay the sale of any of the Pledged  Shares for the period of time necessary
to permit  Pledgor  to  register  such  securities  for  public  sale  under the
Securities Act, or under applicable state securities laws, even if Pledgor would
agree to do so.


                                      A-41


<PAGE>

              (iii) Any proceeds realized from the disposition of the Collateral
(if any) pursuant to the  foregoing  power of sale shall be applied first to the
payment of reasonable  expenses incurred by the Secured Party in connection with
the  disposition,  then to the payment of the Secured  Obligations.  Any surplus
proceeds  shall be paid over to  Pledgor.  However,  in the event such  proceeds
prove insufficient to satisfy all Secured  Obligations of Pledgor,  then Pledgor
shall remain personally liable for the resulting deficiency.

       (g)  Other  Remedies.  The  rights,  powers  and  remedies granted to the
Secured  Party and Pledgor pursuant to the provisions of this Section 11.2 shall
be  in addition to all rights, powers and remedies granted to said parties under
this  Agreement  or  under  any  statute  or  rule of law. To the fullest extent
allowable  by  law,  the  provisions of this Section shall be binding on each of
the  parties notwithstanding any contrary provision of applicable law, including
without  limitation,  Section  9505(2) of the California Uniform Commercial Code
or  Section  701.040  of  the  California Code of Civil Procedure, as amended or
superseded.

       (h)   Attorney-in-Fact.   The  Secured  Party  is  hereby  appointed  the
attorney-in-fact  of  the Pledgor for the purpose of carrying out the provisions
of  this  Agreement  and taking any action and executing any instrument that the
Secured  Party  reasonably  may  deem  necessary  or advisable to accomplish the
purposes  hereof,  which  appointment  as attorney-in-fact is irrevocable as one
coupled with an interest.


12. Miscellaneous.

     12.1 Further Assurances.

     Each  party hereto shall execute and/or cause to be delivered to each other
party  hereto  such  instruments  and other documents, and shall take such other
actions,  as  such other party may reasonably request (prior to, at or after the
Closing)  for the purpose of carrying out or evidencing any of the Transactions.


     12.2 Fees and Expenses.

     Subject  to the provisions of this Agreement, each of Omnis, PickAx and the
Named  PickAx  Stockholder  shall  separately  bear  and pay all fees, costs and
expenses  that  have  been  incurred or that are in the future incurred by or on
behalf of such party in connection with the Transactions.

     12.3 Attorneys' Fees.

     If  any  legal  action  or  other  legal proceeding (including arbitration)
relating  to  the Transactions or the enforcement of any provision of any of the
Transactional  Agreements  is  brought  against any party hereto, the prevailing
party  shall  be  entitled  to  recover  reasonable  attorneys'  fees, costs and
disbursements  (in  addition  to  any other relief to which the prevailing party
may be entitled).

     12.4 Other Taxes.

     In  addition  to their other obligations hereunder, the PickAx stockholders
shall  be  responsible  for  sales,  use  and  transfer taxes, including but not
limited  to  any  value  added,  stock  transfer, gross receipts, stamp duty and
real,  personal  or  intangible  property  transfer  taxes, due by reason of the
consummation  of  the Transactions, including but not limited to any interest or
penalties in respect thereof.

     12.5 Governing Law.

     This  Agreement  is  to be construed in accordance with and governed by the
laws  of  the  State  of  California  (as  permitted  by  Section  1646.5 of the
California  Civil  Code  or  any  similar  successor  provision), without giving
effect  to  any  choice of law rule that would cause the application of the laws
of  any jurisdiction other than the State of California to the rights and duties
of  the  parties; provided however that notwithstanding the foregoing the rights
of  any  person  as  a stockholder shall be governed by the laws of the State of
Delaware.

     12.6 Successors and Assigns.

     This  Agreement shall inure to the benefit of, and be binding upon, each of
the  parties  and their respective predecessors, successors, assigns, directors,
officers,   employees,  agents,  representatives,  Affiliates,  spouses,  heirs,
executors  and  administrators. None of the parties hereto may assign any of its
or their


                                      A-42


<PAGE>

rights  or  obligations  hereunder to any other party (by contract, operation of
law  or otherwise) without the prior written consent of the other, which consent
shall  not  be  unreasonably withheld, and any attempted assignment in violation
thereof  shall  be void and of no effect; provided however that Omnis may assign
its  rights  and  obligations hereunder in connection with the subsequent merger
or  acquisition  of  a controlling stock interest or all or substantially all of
the assets of Omnis.

     12.7 Entire Agreement.

     The  Transactional  Agreements,  the Schedules and the Exhibits thereto and
the  other  documents  contemplated  expressly  thereby  constitute the full and
entire  understanding and agreement among the parties thereto with regard to the
subjects   hereof   and   thereof   and   supersede  all  prior  agreements  and
understandings  among  or  between  any  of  the Parties relating to the subject
matter  hereof  and  thereof; provided however that in the event of any conflict
the terms of this Agreement shall prevail.

     12.8 Severability.

     In  case  any  provision  of  this  Agreement  shall be invalid, illegal or
unenforceable,  the  validity,  legality  and  enforceability  of  the remaining
provisions shall not in any way be affected or impaired thereby.

     12.9 Amendments.

     This  Agreement  may  be  amended  or modified in writing by the consent of
Omnis  and  PickAx  without  the consent of the Named PickAx Stockholder, unless
such  amendment  or  modification would be materially advise to the Named PickAx
Stockholder.  Any  amendment  or  modification effected pursuant to this Section
12.9  shall  be binding upon the Named PickAx Stockholder, PickAx and Omnis. The
Boards  of Directors of Omnis and PickAx and Merger Sub further may terminate or
amend  this  Agreement  notwithstanding  prior  approval of the Agreement by the
stockholders  of  any  such  party  to  the  fullest extent permitted by Section
251(d) of the Delaware General Corporation Law.

     12.10 Notices.

     Any  notice or other communication required or permitted to be delivered to
any  party under this Agreement shall be in writing and shall be deemed properly
delivered,  given  and  received when delivered (by hand, by registered mail, by
courier  or  express delivery service or by telecopier during business hours) to
the  address or telecopier number set forth beneath the name of such party below
(or  to  such  other  address  or  telecopier  number  as  such party shall have
specified  in  a  written  notice  given  to  the  other parties hereto), with a
confirming  copy  of  any notice by telecopier sent promptly by hand, registered
mail, courier or express delivery service:

If to PickAx:


    PickAx, Inc.
    1691 Browning
    Irvine, California 92606
    Attention: President
    Telecopier: (949) 250-8187

with a copy to:


    Greenberg Traurig
    1200-17th Street
    Suite 880
    Denver, Colorado 80202
    Attention: Alan Simon, Esq.
    Telecopier: (303) 572-6540

If  to  the  Named  PickAx  Stockholder, to the address set forth on Schedule II
hereof;

                                      A-43


<PAGE>

If to Omnis:


    Omnis Technology Corporation
    981 Industrial Way
    San Carlos, California 94070-4117
    Attention: President
    Telecopier: (650) 632-7130

with a copy to:


    Morrison & Foerster LLP 425 Market Street
    San Francisco, California 94105
    Attention: Stafford Matthews, Esq.
    Telecopier: (415) 268-7522

     12.11 Publicity and Use of Confidential Information.

       (a)  Notwithstanding  anything to the contrary contained in any agreement
among  the  parties  hereto,  Omnis  shall  have  the right to disclose PickAx's
financial  statements  and  related information, the terms of this Agreement and
the  identity  of  PickAx  to  potential  investors of Omnis, through the use of
printed  offering  materials or otherwise or as otherwise required by applicable
legal requirements.

       (b)  The  Named  PickAx  Stockholder,  on the one hand, and Omnis, on the
other,  shall  keep strictly confidential, and shall not use, or disclose to any
other  Person,  any non-public document or other information in the Named PickAx
Stockholder's  possession,  on  the  one hand, and in Omnis's possession, on the
other,  that  relates directly or indirectly to the business of PickAx, Omnis or
any  affiliate  of  Omnis;  provided  however  that  Omnis  or  the Named PickAx
Stockholder  may  disclose  such  non-public  information  as  required  by  any
applicable  law  or  rule  to  which  Omnis  or  the Named PickAx Stockholder is
subject,  including  the  Exchange Act and the rules of the National Association
of Securities Dealers, Inc.

       (c)  In  addition  to  the other restrictions hereunder, the Named PickAx
Stockholder  shall not issue or disseminate any press release or other publicity
concerning  any  of  the  Transactions,  or  permit  any  press release or other
publicity  concerning  any  of  the  Transactions  to  be  issued  or  otherwise
disseminated  by  or  on  behalf of the Named PickAx Stockholder without Omnis's
prior  written  consent, and the Named PickAx Stockholder shall continue to keep
the  terms  of  this  Agreement  and the other Transactional Agreements strictly
confidential.

     12.12 Counterparts.

     This  Agreement  may  be  executed  in  any number of counterparts, each of
which  shall  be  an  original,  but  all of which together shall constitute one
instrument.

     12.13 Delays or Omissions; Waivers.

       (a)  No  failure  on the part of any Person to exercise any power, right,
privilege  or  remedy  under  this  Agreement,  and  no delay on the part of any
Person   in  exercising  any  power,  right,  privilege  or  remedy  under  this
Agreement,  shall operate as a waiver of such power, right, privilege or remedy;
and  no single or partial exercise or waiver of any such power, right, privilege
or  remedy  shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy.

       (b)  No  Person  shall  be deemed to have waived any claim arising out of
this  Agreement,  or any power, right, privilege or remedy under this Agreement,
unless  the waiver of such claim, power, right, privilege or remedy is expressly
set  forth in a written instrument duly executed and delivered on behalf of such
Person;  and  any  such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.

     12.14 Remedies Cumulative; Specific Performance.

     All  remedies,  either under this Agreement or by law or otherwise afforded
to  the  parties  hereto,  shall  be cumulative and not alternative. Each of the
parties  agrees  that in the event of any breach or threatened breach by a party
of  any covenant, obligation or other provision set forth in this Agreement, the
other


                                      A-44


<PAGE>

party  shall  be entitled (in addition to any other remedy that may be available
to  it)  to (i) a decree or order of specific performance or mandamus to enforce
the  observance and performance of such covenant, obligation or other provision,
and (ii) an injunction restraining such breach or threatened breach.

     12.15 Headings.

     The  underlined headings contained in this Agreement are for convenience of
reference  only,  shall  not  be deemed to be a part of this Agreement and shall
not  be  referred  to  in  connection with the construction or interpretation of
this Agreement.

     12.16 Construction.

       (a)  For  purposes  of this Agreement, whenever the context requires: the
singular  number  shall include the plural, and vice versa; the masculine gender
shall  include  the  feminine  and  neuter  genders;  the  feminine gender shall
include  the  masculine  and neuter genders; and the neuter gender shall include
the masculine and feminine genders.

       (b)  The parties hereto agree that any rule of construction to the effect
that  ambiguities  are  to  be  resolved against the drafting party shall not be
applied in the construction or interpretation of this Agreement.

       (c)  As  used in this Agreement, the words "include" and "including," and
variations  thereof,  shall  not be deemed to be terms of limitation, but rather
shall be deemed to be followed by the words "without limitation."

       (d)  Except  as  otherwise specified, all references in this Agreement to
"Sections,"  "Exhibits"  and  "Schedules"  are  intended to refer to Sections of
this Agreement and Exhibits and Schedules to this Agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have executed this AGREEMENT AND
PLAN OF MERGER as of the date set forth in the first paragraph hereof.



PICKAX:                                 PICKAX, INC.,
                                        a Delaware corporation



                                        By: ________________________________
                                              Name:
                                              Title:



OMNIS:                                  OMNIS TECHNOLOGY CORPORATION,
                                        a Delaware corporation



                                        By: ________________________________
                                              Name:
                                              Title:



NAMED PICKAX STOCKHOLDER:               ____________________________________
                                        GILBERT FIGUEROA



                                      A-45


<PAGE>

<TABLE>
                      INDEX OF SCHEDULES AND EXHIBITS
<CAPTION>


<S>              <C>
Schedule I       Schedule of All PickAx Stockholders, Warrants and Convertible Securities
Schedule II      Schedule of Named PickAx Stockholder
Schedule III     Schedule of PickAx and PickAx Subsidiaries Options
Schedule IV      Disclosure Schedule
Schedule V       Certain PickAx Trademarks
Schedule VI      Definition of "Accredited Investor"
Exhibit A        Certain Definitions
Exhibit B        Omnis Loan Promissory Note
Exhibit C        Astoria Warrant
Exhibit D        Form of Registration Rights Agreement
Exhibit E        Form of Legal Opinion of Greenberg Traurig
Exhibit F        Form of Investment Representation Statement
Exhibit G        Form of Legal Opinion of Morrison & Foerster LLP
Exhibit H        Financial Statements of PickAx
Exhibit I        PickAx Voting Trust Agreement
</TABLE>



                                     A- 46


<PAGE>

                         Agreement and Plan of Merger


                                   Exhibit A


                              CERTAIN DEFINITIONS

   For purposes of this Agreement:

     Acquisition   Transaction.   "Acquisition   Transaction"   shall  mean  any
transaction involving:

   (a) the  sale  or  other disposition of all or any portion of the business or
        assets  of PickAx or any of its Subsidiaries (other than in the Ordinary
        Course of Business);

   (b) the  issuance,  sale  or  other  disposition  of (i) any capital stock of
        PickAx  or  any  of  its Subsidiaries, (ii) any option, call, warrant or
        right  (whether  or  not immediately exercisable) to acquire any capital
        stock  of  PickAx  or  any  of  its Subsidiaries, or (iii) any security,
        instrument  or  obligation  that  is  or  may become convertible into or
        exchangeable   for   any   capital   stock  of  PickAx  or  any  of  its
        Subsidiaries; or

   (c) any   merger,   consolidation,   business  combination,  share  exchange,
        reorganization  or  similar  transaction  involving PickAx or any of its
        Subsidiaries.

     Affiliate.  "Affiliate" means (i) any corporation or other Person or Entity
controlling,  controlled  by  or  under  common  control of any party or parties
through  the  direct or indirect ownership of stock or assets, including without
limitation  any  parent  or  subsidiary  corporation  of any party now or in the
future.  Without  limiting  the  foregoing, PickAx Systems and each of the other
Subsidiaries of PickAx are Affiliates of PickAx for all purposes hereof.

     Agreement.  "Agreement"  shall  mean  the  Agreement  and Plan of Merger to
which  this  Exhibit  A  is  attached (including the Disclosure Schedule and all
other  schedules  and exhibits attached thereto), as it may be amended from time
to time.

     Agreement  Date.  "Agreement  Date" shall mean the date of the Agreement as
set forth in the preamble to the Agreement.

     Astoria  PickAx  Convertible  Debt. "Astoria PickAx Convertible Debt" shall
mean  that  certain  indebtedness  of  PickAx  represented  by  the  Convertible
Promissory  Note  made  by  PickAx to Astoria Capital Partners, L.P. dated March
15,  2000  in  the  principal amount of Seventeen Million Three Hundred Thousand
Dollars ($17,300,000) as of the Closing.

     Astoria  Warrant.  "Astoria Warrant" shall mean the warrant to be issued to
the   Convertible   Debt   Holder   effective  as  of  the  Effective  Time,  in
substantially the form of Exhibit C of the Agreement.

     Average  Omnis  Stock  Price.  "Average  Omnis  Stock Price" shall have the
meaning specified in Section 3.1(b).

     Balance  Sheet  Date. "Balance Sheet Date" shall have the meaning specified
in Section 5.8(a)(i).

     Best  Efforts.  "Best Efforts" shall mean the efforts that a prudent Person
desiring  to  achieve a particular result would use in order to ensure that such
result is achieved as expeditiously as possible.

     Cancellation   Notice.   "Cancellation   Notice"  shall  have  the  meaning
specified in Section 3.1(c)(v).

     Certificates.  "Certificates"  shall  have the meaning specified in Section
3.2(a).

     Closing. "Closing" shall have the meaning specified in Section 3.4.

     Closing  Date.  "Closing  Date" shall have the meaning specified in Section
3.4.

     Closing  Shares.  "Closing  Shares  shall  have  the  meaning  specified in
Section 3.1(c).

     Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     Consent.   "Consent"   shall  mean  any  approval,  consent,  ratification,
permission,  waiver or authorization (including any Governmental Authorization).



                                     A-47


<PAGE>

     Contract.  "Contract"  shall  mean, with respect to any Person, any written
or  oral  or other contract, arrangement or other agreement to which such Person
is  a  party  or  by  which its properties or assets may be bound or affected or
under  which  it  or  its  respective  business,  properties  or  assets receive
benefits.

     Convertible  Debt  Holder.  "Convertible Debt Holder" shall mean the holder
of the Astoria PickAx Convertible Debt as of the Closing.

     Damages.  "Damages"  shall  include  any  loss,  damage, injury, decline in
value,  lost opportunity, Liability, settlement, judgment, award, fine, penalty,
Tax,  fee  (including  any  legal  fee  resulting  from, but not limited to, the
defense  of  third  party  claims  pursuant  to  Section 11.4 of this Agreement,
expert  fee,  accounting  fee or advisory fee), charge, cost (including any cost
of investigation) or expense of any nature.

     Defined  Benefit  Plan.  "Defined  Benefit  Plan"  shall mean either a plan
described  in  Section  3(35)  of ERISA or a plan subject to the minimum funding
standards set forth in Section 302 of ERISA and Section 412 of the Code.

     Disclosure   Schedule.   "Disclosure   Schedule"  shall  have  the  meaning
specified in the introductory paragraph to Section 5.

     Disclosure  Schedule  Update.  "Disclosure  Schedule Update" shall have the
meaning specified in Section 7.5(b).

     Dissenting  Holder. "Dissenting Holder" shall have the meaning specified in
Section 3.6(a).

     Dissenting  Shares. "Dissenting Shares" shall have the meaning specified in
Section 3.6(a).

     Earn  Out Date. "Earn Out Date" shall have the meaning specified in Section
3.1(c)(ii).

     Earn  Out  Measurement Period. "Earn Out Measurement Period" shall have the
meaning specified in Section 3.1(c)(ii).

     Earn  Out  Revenue.  "Earn Out Revenue" shall have the meaning specified in
Section 3.1(c)(ii).

     Effective  Time.  "Effective  Time"  shall  have  the  meaning specified in
Section 1.2.

     Employment  and  Non-Competition Agreement. "Employment and Non-Competition
Agreement"  shall refer to the employment contract by and between Omnis and each
of the Key Employees as further provided in Section 4.1(d)(ii).

     End-User  Licenses. "End-User Licenses" shall have the meaning specified in
Section 5.6.

     Entity.  "Entity"  shall  mean  any  corporation  (including any non profit
corporation),   general  partnership,  limited  partnership,  limited  liability
partnership,  limited  liability  company,  joint  venture, joint stock company,
estate, trust or other company, firm or legal entity of any kind or nature.

     Environmental  Law.  "Environmental  Law"  shall  mean  any federal, state,
local  or foreign legal requirement relating to pollution or protection of human
health or the environment.

     ERISA.  "ERISA"  shall  mean the Employee Retirement Income Security Act of
1974, as amended.

     Escrow  Agent.  "Escrow  Agent" shall have the meaning specified in Section
3.1(c)(i).

     Exchange  Act.  "Exchange  Act"  shall  mean the Securities Exchange Act of
1934, as amended.

     Exchange  Ratio.  "Exchange  Ratio"  shall  have  the  meaning specified in
Section 3.1(b).

     Fairness  Opinion.  "Fairness Opinion" means the written opinion of Alliant
Partners  to Omnis that concludes that the value of the total consideration paid
by  Omnis  in the Merger and related Transactions is fair from a financial point
of view to the stockholders of Omnis.

     Final  Returns. "Final Returns" shall have the meaning specified in Section
12.4(b).

     Financial   Statements.  "Financial  Statements"  shall  have  the  meaning
specified in Section 5.8(a).

     Fully  Diluted  PickAx Shares. "Fully Diluted PickAx Shares" shall mean the
total  of all outstanding shares of PickAx Stock plus all shares of PickAx Stock
issuable  upon  the  exercise of any PickAx Warrant or PickAx Subsidiary Warrant
or  PickAx Option or PickAx Subsidiary Option or other agreement or arrangement,
or  upon  the exercise of any other conversion rights, exchange rights, warrants
or options (on


                                     A-48


<PAGE>

an  as  converted  basis;  and  whether such right is exercisable immediately or
only  after  passage  of  time;  and as if all such rights were fully vested and
accelerated  and  exercised  on  the  relevant date of determination); excluding
only the Astoria PickAx Convertible Debt.

     GAAP.  "GAAP"  shall  mean  generally accepted accounting principles in the
United States.

     PickAx  Assets.  "PickAx  Assets"  shall  mean  any  and all intangible and
tangible  assets  of  any kind, nature or description being transferred to Omnis
hereunder as part of the Merger.

     PickAx  Closing  Certificate.  "PickAx  Closing Certificate" shall have the
meaning specified in Section 4.1(c)(vi).

     PickAx   Common  Stock.  "PickAx  Common  Stock"  shall  have  the  meaning
specified in Section 3.1(b).

     PickAx  Contract.  "PickAx  Contract"  shall  mean  any  of  the  following
agreements,  contracts and commitments of PickAx and/or any of its Subsidiaries:


       (i)  any  employment or consulting agreement, contract or commitment with
any  officer  or director, other than those that are terminable by PickAx or any
of  its  Subsidiaries on no more than thirty (30) days' notice without liability
or financial obligation to the PickAx or such Subsidiary;

       (ii)  any  agreement  or  plan,  including, without limitation, any stock
option  plan,  stock  appreciation  right plan or stock purchase plan, or any of
the  benefits  of  which  will  be  increased  by  the  occurrence of any of the
Transactions  or the value of any of the benefits of which will be calculated on
the basis of any of the Transactions;

       (iii)  any  agreement  of  indemnification or any guaranty other than any
agreement  of  indemnification  entered  into  in  connection  with  the sale or
license  of products of PickAx or any of its Subsidiaries in the ordinary course
of business;

       (iv)  any  agreement,  contract  or  commitment  containing  any covenant
limiting  in  any  respect  the  right  of  PickAx or any of its Subsidiaries to
engage  in  any  line  of business or to compete with any person or granting any
exclusive distribution rights;

       (v)  any agreement, contract or commitment currently in force relating to
the  disposition  or  acquisition by PickAx or any of its Subsidiaries after the
date  of  this  Agreement  of  a  material  amount of assets not in the ordinary
course  of  business  or pursuant to which PickAx or any of its Subsidiaries has
any  material  ownership interest in any corporation, partnership, joint venture
or other business enterprise;

       (vi)  any  dealer,  distributor, joint marketing or development agreement
currently  in  force  under  which  PickAx  or  any  of  its  Subsidiaries  have
continuing  material  obligations  to  jointly market any product, technology or
service  and  which  may  not  be canceled without penalty upon notice of ninety
(90)  days or less, or any material agreement pursuant to which PickAx or any of
its  Subsidiaries  have  continuing  material obligations to jointly develop any
intellectual  property that will not be owned, in whole or in part, by PickAx or
any  of  its  Subsidiaries  and  which  may not be canceled without penalty upon
notice of ninety (90) days or less;

       (vii)  any  agreement,  contract  or  commitment  currently  in  force to
provide  source  code  to  any third party for any product or technology that is
material to PickAx and its Subsidiaries taken as a whole;

       (viii)  any  agreement,  contract  or  commitment  currently  in force to
license  any  third  party  to  manufacture or reproduce any product, service or
technology  or  any agreement, contract or commitment currently in force to sell
or  distribute  or  license  or  sublicense  any products, service or technology
except  agreements  with  distributors  or  sales  representative  in the normal
course  of  business  cancelable without penalty upon notice of ninety (90) days
or less and substantially in the form previously provided to Omnis;

       (ix)  any  mortgages, indentures, guarantees, loans or credit agreements,
security   agreements  or  other  agreements  or  instruments  relating  to  the
borrowing of money or extension of credit;

       (x)  any settlement agreement entered into within five (5) years prior to
the date of this Agreement; or


                                     A-49


<PAGE>

       (xi)  any  other  agreement,  contract  or  commitment that calls for the
payment or receipt by PickAx or any of its Subsidiaries of $250,000 or more.

     PickAx  Options. "PickAx Options" shall mean any and all options granted by
PickAx  or  PickAx  Systems or any other Subsidiary of PickAx, or proposed to be
granted  prior  to  or  as of the Closing, to purchase shares of PickAx Stock or
other securities of PickAx, whether or not currently exercisable.

     PickAx  Subsidiary  Options. "PickAx Subsidiary Options" shall mean any and
all  options  granted  by  PickAx  or  PickAx Systems or any other Subsidiary of
PickAx,  or  proposed  to  be granted prior to or as of the Closing, to purchase
shares  of  the  stock  or  other  securities  of  PickAx  Systems  or any other
Subsidiary of PickAx, whether or not currently exercisable.

     PickAx  Returns.  "PickAx  Returns"  shall  have  the  meaning specified in
Section 5.14(b).

     PickAx  Stock.  "PickAx  Stock"  shall mean the PickAx Common Stock and any
and  all other stock or convertible securities issued or to be issued by PickAx.

     PickAx   stockholders.   "PickAx   stockholders"   shall   refer  to  those
individuals  and  Entities  listed  on  Schedule I hereto as the stockholders of
PickAx  (or  their  transferees)  and  any  and  all other holders of issued and
outstanding capital stock of PickAx determined immediately before the Closing.

     PickAx  Subsidiary  Warrants.  "PickAx  Subsidiary Warrants" shall mean any
and  all  warrants, subscriptions, calls or other rights of any kind (other than
PickAx  Subsidiary  Options)  granted  by  PickAx or PickAx Systems or any other
Subsidiary  of  PickAx, or proposed to be granted prior to or as of the Closing,
to  purchase  shares  of  the stock or other securities of PickAx Systems or any
other Subsidiary of PickAx, whether or not currently exercisable.

     PickAx  Systems.  "PickAx  Systems"  shall refer to PickAx Systems, Inc., a
California corporation, which is a wholly-owned subsidiary of PickAx.

     PickAx  Warrants.  "PickAx  Warrants"  shall  mean  any  and  all warrants,
subscriptions,  calls  or  other  rights of any kind (other than PickAx Options)
granted  by  PickAx  or  PickAx  Systems  or  any other Subsidiary of PickAx, or
proposed  to  be  granted  prior  to or as of the Closing, to purchase shares of
PickAx   Stock   or  other  securities  of  PickAx,  whether  or  not  currently
exercisable.

   Governmental Authorization. "Governmental Authorization" shall mean any:

     (a)   permit,   license,   certificate,   franchise,   approval,   consent,
           permission,    clearance,   waiver,    certification,    designation,
           registration,  qualification or authorization issued,  granted, given
           or  otherwise  made  available  by or  under  the  authority  of  any
           Governmental Body or pursuant to any legal requirement; or

     (b)   right under any Contract with any Governmental Body.

     Governmental Body. "Governmental Body" shall mean any:

     (a)   nation,   principality,    state,   province,    territory,   county,
           municipality, district or other jurisdiction of any nature;

     (b)   federal, state, local, municipal, foreign or other government; or

     (c)   individual,  Entity or body exercising,  or entitled to exercise, any
           executive, legislative, judicial, administrative, regulatory, police,
           military or taxing authority or power of any nature.

     Hazardous   Materials.  "Hazardous  Material"  shall  mean  any  substance,
chemical,  waste  or  other  material  which  is  or  may  be listed, defined or
otherwise   identified   as  hazardous,  toxic  or  dangerous  under  any  legal
requirement,  as  well  as  any  asbestos,  polychlorinated  biphenyls ("PCBs"),
petroleum,  petroleum product or by-product, crude oil, natural gas, natural gas
liquids,  liquefied  natural  gas,  or  synthetic  gas  useable  for  fuel,  and
"source,"  "special nuclear," and "by-product" material as defined in the Atomic
Energy Act of 1954, 42 U.S.C. \s\s 2011 et seq.

     Holdback  Shares.  "Holdback  Shares"  shall  have the meaning specified in
Section 3.1(c).

                                     A-50


<PAGE>

     Holdback  Warrant  Shares. "Holdback Warrant Shares" shall have the meaning
specified in Section 3.1(e)(i).

     Intellectual   Property   Rights.   "Intellectual  Property  Rights"  shall
collectively  mean  each  and  all  Patents,  Patent  Applications,  copyrights,
Trademarks,  trade  secrets and all other intellectual property rights of PickAx
or  any  Subsidiary or other Affiliate thereof in or with respect to any and all
of  the  Software  or  Proprietary  Information  or  any  part  thereof  and all
derivative  works  hereof  under the laws of any jurisdiction; including without
limitation  all  federal,  state,  foreign,  statutory  and common law and other
rights  in  patents, copyrights, moral rights, trademarks, trade secrets, design
rights  and  all other intellectual property and proprietary rights therein; all
domestic  and  foreign copyright or other intellectual property applications and
registrations  therefor  (and  any  and  all divisions, renewals, confirmations,
continuations  in  whole  or  in  part,  substitutions,  conversions,  reissues,
reexaminations,  or  extensions  of such applications and registrations, and the
right  to  apply  for  any of the foregoing); all goodwill associated therewith;
all  rights  to causes of action and remedies related thereto (including but not
limited  to  the  right  to  sue  for  past,  present  or  future  infringement,
misappropriation   or  violation  of  rights  related  to  the  foregoing);  all
licenses,  sublicenses  and  agreements  related  thereto; and any and all other
rights  and  interests  arising out of, in connection with or in relation to any
of such assets under the laws of any jurisdiction.

     Investment  Representation Statement. "Investment Representation Statement"
shall  refer  to  that certain written investment representation statement to be
executed  by  each  of  the  PickAx  stockholders  other  than  the Named PickAx
Stockholder substantially in the form of Exhibit F attached hereto.

     Key  Employees.  "Key  Employees"  shall refer to each of Gilbert Figueroa,
Richard Lauer, Scott Anderson, Mario Barrenechea and Timothy Holland.

     Leased  Premises.  "Leased Premises" shall mean the premises and facilities
identified in Part 5.9(d) of the Disclosure Schedule.

     Liability.  "Liability"  shall mean any debt, obligation, duty or liability
of  any  nature  (including  any  unknown,  undisclosed,  unmatured,  unaccrued,
unasserted,  contingent,  indirect, conditional, implied, vicarious, derivative,
joint,  several  or  secondary  liability),  regardless  of  whether  such debt,
obligation,  duty  or  liability  would be required to be disclosed on a balance
sheet  prepared  in accordance with generally accepted accounting principles and
regardless  of  whether  such debt, obligation, duty or liability is immediately
due and payable.

     Lien.  "Lien"  shall  mean  any  lien,  claim,  security  interest, charge,
Liability,  right,  restriction,  license,  sublicense  or  other encumbrance or
obligation of any kind.

     Maximum  Shares.  "Maximum  Shares"  shall  have  the  meaning specified in
Section 3.1(c).

     Maximum  Warrant  Shares.  "Maximum  Warrant Shares" shall have the meaning
specified in Section 3.1(e)(i).

     Member  of  the  Controlled  Group.  "Member of the Controlled Group" shall
mean  each  trade  or  business,  whether  or  not  incorporated, which would be
treated  as  a  single employer with PickAx or any Subsidiary under Section 4001
of ERISA or Section 414(b), (c), (m) or (o) of the Code.

     Merger. "Merger" shall have the meaning specified in Recital A.

     Merger  Consideration.  "Merger  Consideration"  shall mean the Omnis Stock
and   options   to   purchase  Omnis  Stock  issuable  in  connection  with  the
Transactions.

     Merger  Sub  Common Stock. "Merger Sub Common Stock" shall have the meaning
specified in Section 3.1(b).

     Merger  Sub  Person. "Merger Sub Person" shall mean Merger Sub and each and
all  of its officers, directors, employees, agents, Affiliates, representatives,
stockholders, successors and assigns.

     Minimum  Earn  Out.  "Minimum Earn Out" shall have the meaning specified in
Section 3.1(c)(iii).

     Multiemployer  Plan.  "Multiemployer  Plan"  shall mean a plan described in
Section 3(37) of ERISA.

                                     A-51


<PAGE>

     Named  PickAx  Stockholder.  "Named  PickAx Stockholder" shall refer to the
named individual listed on Schedule II hereto.

     Named  PickAx  Stockholder  Closing  Certificate. "Named PickAx Stockholder
Closing Certificate" shall have the meaning specified in Section 4.1(c)(vi).

     Object  code.  "Object  code"  means a form of software code resulting from
the  translation  or  processing  of  source  code  by  a  computer into machine
language  or  intermediate  code,  which  is  in  a form not convenient to human
understanding  of  the  program logic, but which is appropriate for execution or
interpretation by a computer.

     Option  Plan.  "Option  Plan"  shall  have the meaning specified in Section
3.1(d)(i).

     Option  Pool. "Option Pool" shall mean the number of shares of Common Stock
reserved for the grant of options under the Option Plan.

     Order. "Order" shall mean any:

       (a)  order,  judgment,  injunction, edict, decree, ruling, subpoena, writ
or  award  that  is or has been issued, made, entered, rendered or otherwise put
into  effect  by  or  under the authority of any court, administrative agency or
other Governmental Body or any arbitrator or arbitration panel; or

       (b)  Contract with any Governmental Body that is or has been entered into
in connection with any Proceeding.

     Ordinary  Course  of Business. An action taken by or on behalf of PickAx or
any  of its Subsidiaries shall not be deemed to have been taken in the "Ordinary
Course of Business" unless:

       (a)  such  action  is  recurring  in  nature,  is  consistent  with  past
practices  and  is  taken in the ordinary course of normal day to day operations
of PickAx or such Subsidiary;

       (b)  such  action  is taken in accordance with sound and prudent business
practices;

       (c)  such  action is not required to be authorized by the stockholders of
PickAx  or  the  relevant  Subsidiary  or  the  Board  of Directors or any Board
committee  of  PickAx  or the relevant Subsidiary and does not require any other
separate or special authorization of any nature; and

       (d)   such   action  is  similar  in  nature  and  magnitude  to  actions
customarily  taken,  without  any  separate  or  special  authorization,  in the
ordinary  course  of the normal day to day operations of other Entities that are
engaged  in  businesses  similar  to  the  business  of  PickAx  or the relevant
Subsidiary.

     Patent  Applications. "Patent Applications" shall be defined as any and all
domestic  and foreign patent applications or registrations therefor filed in any
country  or  jurisdiction  and in any form (including but not limited to any and
all  divisions,  renewals,  confirmations,  continuations  in  whole or in part,
substitutions,  conversions,  reissues,  reexaminations,  or  extensions of such
applications  and  registrations,  and  the  right  to  apply  for  any  of  the
foregoing).

     Patents.  "Patents"  shall  be collectively defined as any and all domestic
or  foreign  patents  issued  in  any country or jurisdiction, including without
limitation  any  and  all  divisions,  renewals, confirmations, continuations in
whole  or  in  part,  substitutions,  conversions,  reissues, reexaminations, or
extensions  thereof,  and  the  right to apply for any of the foregoing, for the
full term of each such patent.

     Person. "Person" shall mean any individual, Entity or Governmental Body.

     Plans. "Plans" shall have the meaning specified in Section 5.23(a).

     Pre-Closing  Period.  "Pre-Closing  Period"  shall mean the period from the
date of this Agreement until the Closing Date.

     Proceeding.   "Proceeding"   shall   mean  any  action,  suit,  litigation,
arbitration,   proceeding   (including   any  civil,  criminal,  administrative,
investigative  or  appellate  proceeding  and any informal proceeding), hearing,
inquiry,  audit  or  investigation  that  is  or  has  been  commenced, brought,
conducted  or heard by or before, or that otherwise has involved or may involve,
any Governmental Body or any arbitrator or arbitration panel.


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<PAGE>

     Proprietary  Assets.  "Proprietary  Assets" shall collectively mean any and
all Intellectual Property Rights, Proprietary Information and Software.

     Proprietary  Information.  "Proprietary Information" collectively means any
and  all  technical  or  engineering information, know-how, Source Codes, Object
Codes,   computer  codes,  data,  designs,  plans,  trade  secrets,  inventions,
concepts,  products,  processes,  formulas,  specifications,  works  in process,
systems,   maskworks,   methods,   technologies   or  applications,  franchises,
intangible   assets,   and   any  and  all  other  confidential  or  proprietary
information  or assets of PickAx or any of its Subsidiaries or other Affiliates.


     Related  Party.  Each  of  the  following  shall be deemed to be a "Related
Party":

       (a) the PickAx Stockholders;

       (b)  each  individual  who is, or who has at any time been, an officer of
the PickAx Stockholders or PickAx;

       (c)  each  member of the family of each of the individuals referred to in
clause (b) above; and

       (d)  any Entity (other than the PickAx Stockholders or PickAx) which is a
Subsidiary  or  other  Affiliate  of  PickAx  or in which any one of the Persons
referred  to in clause (a), (b) or (c) above holds (or in which more than one of
such  individuals  collectively  hold),  beneficially  or  otherwise, a material
voting, proprietary or equity interest.

     Rights   Agreement.   "Rights   Agreement"  shall  refer  to  that  certain
Registration  Rights  Agreement  by  and among Omnis and the PickAx Stockholders
substantially in the form of Exhibit B attached hereto.

     SEC.   "SEC"   shall   mean  the  United  States  Securities  and  Exchange
Commission.

     Securities  Act.  "Securities Act" shall mean the federal Securities Act of
1933, as amended.

     Software.  "Software" means each and all of the PickAx or PickAx Systems or
other  PickAx  Affiliate  software  systems  and applications and other software
code  including  but  not  limited  to  (a)  all Source Code, object code, other
computer  code, structures, files, libraries, algorithms, flow charts, diagrams,
coding   sheets,  developer's  or  programmer's  notes,  engineering  notebooks,
specifications,  technical  information,  designs,  trade  secrets,  inventions,
ideas,  know-how,  products,  prototypes, processes, technologies, systems, user
manuals,  reference  manuals,  support  manuals, work product, work papers, test
data,  and  all  other components or materials related to or comprising any part
of  any  such  software  system  or  application  or  code,  whether or not in a
commercial  stage  of  development and whether now or hereafter in existence and
in   any   form;   (b)   each  and  all  derivative  works,  upgrades,  updates,
enhancements,  modifications,  improvements,  revisions,  fixes,  new  versions,
prior  versions  and localized or foreign language versions thereof in any form;
and  (c)  each  and  all  other books, papers and records of any kind and in any
form  owned  or  created  or  controlled by PickAx or any of its Subsidiaries or
other Affiliates relating to any such software system or application or code.

     Source  Code.  "Source  Code" means the human readable form of the computer
code of the Software and any available related source code documentation.

     Subsidiaries.  "Subsidiaries"  shall  have the meaning specified in Section
5.1(c).

     Target  Earn  Out.  "Target  Earn  Out" shall have the meaning specified in
Section 3.1(c)(ii).

     Tax.  "Tax"  shall  mean  any tax (including any income tax, franchise tax,
capital  gains  tax, estimated tax, gross receipts tax, value added tax, surtax,
excise  tax,  ad  valorem  tax,  transfer  tax,  stamp  tax, sales tax, use tax,
property  tax,  business  tax,  occupation  tax,  inventory  tax, occupancy tax,
withholding  tax  or payroll tax), levy, assessment, tariff, impost, imposition,
toll,  duty  (including  any  customs  duty), deficiency or fee, and any related
charge  or  amount  (including any fine, penalty or interest), that is, has been
or  in  the  future  may  be  (a) imposed, assessed or collected by or under the
authority  of  any Governmental Body, or (b) payable pursuant to any tax sharing
agreement or similar Contract.

     Tax  Return.  "Tax Return" shall mean any return (including any information
return),   report,   statement,   declaration,   estimate,   schedule,   notice,
notification,  form, election, certificate or other document or information that
is,  has been or in the future may be filed with or submitted to, or required to
be filed with


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<PAGE>

or  submitted  to,  any  Governmental Body in connection with the determination,
assessment,  collection  or  payment  of  any  Tax  or  in  connection  with the
administration,  implementation  or  enforcement of or compliance with any legal
requirement relating to any Tax.

     Trademarks.  "Trademarks"  collectively  shall  mean all of the trademarks,
trade  names,  product  marks  and logos of PickAx or any of its Subsidiaries or
Affiliates,  including  without  limitation those set forth in Exhibit V hereof,
and  all  rights and goodwill associated therewith; including without limitation
any  and  all  trademark  applications,  trade names, fictitious business names,
service   marks   (whether   registered   or   unregistered),  or  service  mark
applications.

     Transaction  Expenses.  "Transaction  Expenses"  shall mean all fees, costs
and  expenses  including, without limitation all attorneys' fees, that have been
incurred  or  that  are  in the future incurred by or on behalf of PickAx or the
PickAx   Stockholders  in  connection  with  the  sale  of  the  Stock  and  the
preparation, execution and delivery of the Transactional Agreements.

     Transactional   Agreements.   "Transactional  Agreements"  shall  mean  the
Agreement,  the  Rights Agreement, the Employment and Non-Competition Agreement,
the  Mutual Non-Disclosure Agreement, the PickAx Stockholders and PickAx Closing
Certificates,  Omnis Closing Certificate, and all other agreements, certificates
and  instruments  executed  or contemplated to be executed by any of the parties
hereto in connection with the Transactions.

     Transactions.  "Transactions"  shall mean (a) the execution and delivery of
this   Agreement  and  the  other  Transactional  Agreements  and  (b)  all  the
transactions   contemplated  by  this  Agreement  and  the  other  Transactional
Agreements.

     Omnis  and  Merger  Sub  Closing  Certificate.  "Omnis Closing Certificate"
shall have the meaning specified in Section 4.2(c)(v).

     Omnis  Common  Stock. "Omnis Common Stock" shall have the meaning specified
in Section 3.1(b).

     Omnis  Contract.  "Omnis  Contract"  shall  refer to those contracts listed
pursuant to Section 6.11(b).

     Omnis  Option  Plan.  "Omnis  Option  Plan"  shall  refer to the 1999 Stock
Incentive Plan of Omnis.

     Omnis  Person.  "Omnis  Person"  shall  mean  Omnis and each and all of its
officers,    directors,    employees,   agents,   Affiliates,   representatives,
stockholders, successors and assigns.

     Omnis  Stock.  "Omnis  Stock" shall mean the Omnis Common Stock and, in the
case  of  any  exchange of any convertible securities provided by Section 3.1(f)
hereof, the equivalent convertible securities issued by Omnis thereunder.

     Omnis  SEC Reports. "Omnis SEC Reports" shall have the meaning specified in
Section 6.7(a).

     Omnis  Stock.  "Omnis  Stock"  means Omnis Common Stock and Omnis Preferred
Stock.

     Unaudited  Interim  Balance  Sheet. "Unaudited Interim Balance Sheet" shall
have the meaning specified in Section 5.8(a)(ii).

     Warrant  Closing  Shares.  "Warrant  Closing Shares" shall have the meaning
specified in Section 3.1(e).

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