ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement ("Agreement") is made as of May 19, 2000,
by and among OMNIS Technology  Corporation,  a Delaware corporation ("Omnis") on
the one hand;  and The Wainer  Group,  an Australian  partnership,  Dirk Wainer,
Shirley-Anne Wainer,  Dennis Janossich and Joseph Bernard as to all matters, and
Paradigm  Designs  Software Pty Ltd.,  an Australian  corporation  as to certain
matters, on the other hand.

         In consideration of the mutual promises contained herein, and for other
good and valuable  consideration,  receipt of which is hereby acknowledged,  the
parties hereto mutually agree as follows:

Section 1. DEFINITIONS

         1.1 "Affiliate" shall be defined as (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; (ii) any employee or agent of a party or an Affiliate; and (iii) any
other person  acting in concert with a party or an Affiliate.  Without  limiting
the  foregoing,  Paradigm shall be considered an "Affiliate" of the Wainer Group
for all purposes hereof.

         1.2 "Closing" and "Closing Date" are defined in Section 4.1 hereof.

         1.3 "Confidential Information" is defined in Section 12.4 hereof.

         1.4 "Developed Technologies" collectively means each and all components
or parts of the Software or any other inventions, concepts, products, functions,
structures,  systems, processes,  technologies or other materials which are made
or discovered or produced or result from the Development  Project in whole or in
part,  including  but not limited to the  Metamorph  Web Version.  The Developed
Technologies shall be deemed a part of the Software for all purposes hereof.

         1.5 "Development  Fee" means the weekly fee described in Section 3.5(g)
hereof payable in connection with the Development Project.

         1.6 "Development Project" is defined in Section 3.5(a) hereof.

         1.7 "End User" means the ultimate user of software who has obtained the
right to use such software pursuant and subject to an End User Agreement.

         1.8 "End User  Agreement"  means a written  agreement that provides for
the following in substance: (a) the software is being sublicensed for the use of
the End User only


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and cannot be copied  except for backup  purposes;  (b) the  software  cannot be
sublicensed,  sold or otherwise transferred by the End User to any third person;
(c) the  software  is being  licensed or  sublicensed  only and remains the sole
property of the licensor or its  supplier  and shall not be reverse  engineered,
disassembled or decompiled; (d) no product identification,  copyright notices or
other notices  shall be removed or modified;  (e) the End User shall comply with
all export or technology transfer restrictions at all times under applicable law
in  connection  with  the  software;  (f) to the  fullest  extent  allowable  by
applicable law, a limitation on consequential or indirect or special damages and
a disclaimer of all implied warranties;  (g) no warranties or representations of
Omnis or any  Affiliate;  and (h) Omnis and its  successors  or assigns shall be
third party beneficiaries of the End User Agreement.

         1.9  "Intellectual  Property  Rights" shall be collectively  defined as
each and all Patents, Patent Applications, copyrights, trademarks, trade secrets
and all other  intellectual  property  rights of any of the Wainer  Group or any
Affiliate  thereof in and to any and all of the Software or Purchased  Contracts
or Proprietary  Information or any part thereof and all derivative  works hereof
under  the  laws  of  any  jurisdiction,   including  but  not  limited  to  all
jurisdictions   within  the  United  States  or  Australia;   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  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 the  Purchased  Assets.  For  these
purposes the term "copyright"  shall include but not be limited to all rights in
respect  of the  Software,  the Works and the  Subject  Matter  other than Works
arising under the Copyright Act 1968  (Commonwealth,  Australia);  "Works" means
literary,  dramatic,  musical or artistic works (as defined in the Copyright Act
1968 (Commonwealth,  Australia)),  including  compilations,  tables and computer
programs  (meaning  both  source  codes  and  object  codes),   directly  and/or
indirectly  associated with the Software;  and "Subject Matter other than Works"
means sound recordings, cinematograph films, and published editions of works (as
defined in the Copyright Act 1968  (Commonwealth,  Australia))  directly  and/or
indirectly associated with the Works.

         1.10  "Liens"  collectively  mean any and all liens,  claims,  security
interests, charges, liabilities, rights, restrictions,  licenses, sublicenses or
other encumbrances or obligations of any kind.


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         1.11  "Metamorph  Web  Version"  means the  Web-enabled  version of the
Metamorph  software being  developed by the Wainer Group hereunder in accordance
with the Specifications pursuant to the Development Project.

         1.12 "Net Proceeds" is defined as the gross  proceeds  actually paid to
and  received by Omnis or its  Affiliate  on a cash basis  during each  calendar
quarter during the Royalty Period from the sale,  license or other  distribution
by Omnis or its  Affiliate  of  units  of the  Software  net of and less (a) all
commissions,  allowances and rebates, if any, attributable to such transactions,
(b) all royalties or other license fees payable to non-Affiliated  third parties
with respect to the  Software,  (c) all costs and  expenses of any  infringement
action  brought by or against  Omnis or its Affiliate or successor or indemnitee
with  respect  to  any  of the  Software  or  Intellectual  Property  Rights  or
Proprietary  Information  or any  use  thereof,  and  any  judgment  or  damages
resulting  from such action,  and (d) all refunds and credits  properly  charged
against such Net Proceeds for said calendar quarter.  Any infringement costs and
expenses  in excess of the gross  proceeds  for any  calendar  quarter  shall be
carried over and applied to the succeeding calendar quarter or quarters.

         1.13 "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.

         1.14 "Omnis Common  Stock" means the common stock,  $0.10 US par value,
of Omnis Technology Corporation, a Delaware corporation.

         1.15 "Paradigm"  means Paradigm  Designs Software Pty Ltd. (ACN 061 334
325), an Australian corporation.

         1.16 "Patent Applications" shall be defined as any and all domestic and
foreign  patent  applications  or  registrations  therefor  on any  part  of the
Software or  Intellectual  Property  Rights or  Proprietary  Information  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).

         1.17 "Patents" shall be collectively defined as any and all domestic or
foreign  patents  issued on any part of the  Software or  Intellectual  Property
Rights or Proprietary  Information  for 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.

         1.18 "Proprietary Information" collectively means any and all technical
or engineering information,  know-how, source codes, data, designs, plans, trade
secrets,


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<PAGE>

inventions,  concepts, products, processes, formulas, works in process, systems,
technologies  or  applications,   and  any  other  confidential  or  proprietary
information of any of the Wainer Group or any Affiliate  thereof relating to the
Software or any part  thereof,  including but not limited to the Source Code and
all Patent Applications.

         1.19  "Purchase  Value"  means an  amount  equal to One  Hundred  Fifty
Thousand  (150,000)  shares of Omnis Common Stock multiplied by the Purchase Per
Share Value.

         1.20  "Purchase  Shares"  means One Hundred  Fifty  Thousand  (150,000)
shares of Omnis  Common  Stock that  Omnis must issue and  deliver to the Wainer
Group pursuant to Section 3 hereof, comprising:

                  (a) One Hundred Twelve Thousand Five Hundred  (112,500) shares
of Omnis Common Stock to be issued and delivered at the Closing; and

                  (b)  Thirty-Seven  Thousand  Five Hundred  (37,500)  shares of
Omnis Common Stock to be issued and delivered  when the  Development  Project is
completed  and  accepted  by Omnis in  accordance  with the terms of Section 3.5
hereof.

         1.21 "Purchase Per Share Value" means the average of the closing prices
of the Omnis Common Stock on the NASDAQ  Bulletin  Board or the NASDAQ  SmallCap
Market (as the case may be) for the five (5)  consecutive  trading  days  ending
with the last trading day immediately prior to the Closing Date.

         1.22 "Purchased Assets" collectively means the Software,  the Purchased
Contracts,  the Intellectual  Property Rights, and the Proprietary  Information,
including  but not  limited  to the  Metamorph  Web  Version  and the  Developed
Technologies.

         1.23 "Purchased  Contracts" means all rights of any of the Wainer Group
or any Affiliate thereof under any and all contracts pertaining to the ownership
or assignment or license of any of the Purchased  Assets or any rights  therein,
including  but not  limited to (a) any  proprietary  information  agreements  or
invention  agreements  with any employees or  consultants;  and (b) that certain
Letter of  Engagement  dated July 1, 1997  between the Wainer Group and Paradigm
(as further provided by Section 2.5(c) hereof).

         1.24  "Royalties"  and the "Royalty  Period" are defined by Section 3.3
hereof.

         1.25 "Securities Act" means the United States federal Securities Act of
1933, as amended.

         1.26 "Software"  means each and all of the Metamorph  software  systems
and  applications  (as  described  further  in  Exhibit  A to  this  Agreement),
including but not limited to (a) all Source Code,  object code,  other  computer
code,  structures,  files,  libraries,  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,


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<PAGE>

support manuals,  work product, work papers, test data, and all other components
or  materials  related  to or  comprising  any part of the  Metamorph  software,
whether or not in a commercial stage of development and whether now or hereafter
in existence  and in any form,  including  but not limited to the  Metamorph Web
Version and all other Developed Technologies; (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 the Wainer  Group or any of
them or any Affiliate thereof relating to the Metamorph software.

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

         1.28  "Specifications" is defined in Exhibit B attached hereto and made
a part hereof.

         1.29  "Technical  Assistance"  means  technical  services,  consulting,
engineering or other professional services related to the Software as reasonably
requested by Omnis.

         1.30  "Trademarks"  collectively  means the  trademarks,  trade  names,
product  marks  and  logos set forth in  Exhibit  C hereof  and all  rights  and
goodwill associated therewith.

         1.31  "Wainer  Group" means The Wainer  Group,  an  Australian  general
partnership,  and Dirk Wainer,  Shirley-Anne Wainer, Dennis Janossich and Joseph
Bernard.  References  to the Wainer  Group  shall mean the  partnership  and the
partners collectively, jointly and severally, unless otherwise noted.

Section 2. PURCHASE AND TRANSFER OF ASSETS

         2.1 Sale and Purchase. Subject to the terms and conditions set forth in
this  Agreement,  as of the Closing the Wainer  Group and each of them agrees to
and does sell,  assign and transfer to Omnis, and as of the Closing Omnis agrees
to and does purchase,  all right, title and interest  throughout the universe in
and to each and all of (a) the Software,  (b) the Purchased  Contracts,  (c) the
Intellectual  Property Rights,  and (d) the Proprietary  Information.  The sale,
assignment  and  transfer of such  Purchased  Assets shall be made by the Wainer
Group on its own behalf and on behalf of any Affiliate or other  related  person
or  entity.  Without  limiting  the  foregoing,  Omnis  shall  have the sole and
exclusive  right  throughout the universe in perpetuity to develop,  make,  have
made,  manufacture,   use,  sell,  offer  to  sell,  license,  modify,  improve,
distribute,  copyright,  copy,  reproduce,  display,  perform,  make and own all
derivative works and to otherwise  transfer,  assign and exploit each and all of
the Purchased 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 the Purchased Assets; and
to register and use the Trademark in any jurisdiction.


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<PAGE>

         2.2  Exclusive  Rights.  The  sale,  assignment  and  transfer  of  the
Purchased Assets shall be absolute,  irrevocable and exclusive to Omnis. Without
limiting  the  foregoing,  none  of the  Wainer  Group  nor any  Affiliates  nor
successors  nor assigns  thereof nor any other third person or entity shall have
or retain any right, title or interest at any time in or to any of the Purchased
Assets to any extent,  including  but not limited to any right or license at any
time to apply for or obtain or own any Patent on any Purchased  Assets or to Use
any of the Purchased  Assets or any product or process or technology  which uses
or incorporates or infringes upon any part of the Purchased Assets; subject only
to the limited  licenses set forth in Section 2.5 of this  Agreement and only to
the extent of such licenses.

         2.3 Further  Instruments.  Upon the  reasonable  request of Omnis,  the
Wainer  Group  and each of them  shall  promptly  take such  actions,  including
without limitation, the prompt execution and delivery of additional documents or
instruments in recordable form, as may be reasonably  necessary to vest, secure,
perfect,  protect or enforce the rights and interests of Omnis or its successors
or  assigns  in  and  to  any of the  Purchased  Assets.  Without  limiting  the
foregoing,  the parties agree execute and have filed the confirmatory assignment
with respect to the Trademarks attached hereto as Exhibit C hereof.

         2.4 Permits and  Clearances.  Prior to and effective as of the Closing,
the Wainer Group shall obtain and deliver to Omnis all  permits,  clearances  or
other  permissions  or  exemptions  required  from all  applicable  governmental
authorities to permit the full and unencumbered sale, assignment and transfer of
each and all of the  Purchased  Assets to Omnis and the  unrestricted  export of
each and all of the  Purchased  Assets  for  ownership  and use by Omnis and its
licensees outside of Australia.

         2.5 Limited Metamorph Licenses.

                  (a) Internal Use. Subject to the other terms and conditions of
this  Agreement,  as of the Closing Omnis grants to Paradigm a worldwide,  fully
paid and  nonexclusive  license,  to use the commercial  release  version of the
Metamorph software in object code format solely for its own internal development
of new  application  software  proprietary  to  Paradigm,  without  the right to
sublicense or otherwise  distribute or transfer any part of the software  except
as provided by Section  2.5(b)  hereof.  This license shall not be assignable or
transferable except as provided by Section 14.2 of this Agreement.

                  (b) Bundled Distribution.

                           (i) Subject to the other terms and conditions of this
Agreement,  as of the Closing  Omnis also grants to Paradigm a worldwide,  fully
paid and nonexclusive  license ("Bundled  License") to distribute and sublicense
to End Users the commercial  release version of the Metamorph software in object
code format  solely as a bundled  product with the then  current  version of the
Paradigm Tradewinds  Financials SQL Enterprise  accounting system software,  the
Paradigm  PBS  IV  Facilities  Maintenance  Program  software  or  the  Paradigm
BuyerCentral  software (singly  "Paradigm  Product" and  collectively  "Paradigm
Products").  Paradigm shall have no right or license to distribute or sublicense
any part of the Metamorph


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<PAGE>

software  separate from the Paradigm  Products.  This limited license also shall
not extend to any other software  products released by or for Paradigm and shall
not include any  support  obligations  by Omnis.  Each  sublicense  to End Users
hereunder shall be pursuant and subject to an End User  Agreement;  and Paradigm
covenants that it will fully enforce all such  agreements at its expense for the
benefit of Omnis.  Any  warranties or  representations  to the End User shall be
those of Paradigm  only and Omnis  shall make no express or implied  warranty or
representation  to the End User of any kind; and Paradigm shall fully indemnify,
defend  and hold Omnis  harmless  from any claims or actions of any End Users of
any nature.

                           (ii) With respect to any particular Paradigm Product,
the Bundled  License shall be transferable as an integrated part of the bonafide
sale or other  transfer by Paradigm of  exclusive  worldwide  ownership  and all
other  right,  title and  interest  in and to such  Paradigm  Product to a third
person or entity ("Purchaser"); provided however that (1) Paradigm shall have no
right  to  transfer  such  Bundled  License  prior  to  the  Closing  under  any
circumstances,  (2) Paradigm  represents and warrants that it has no commitments
or plans to make any such  transfer,  (3) such transfer  shall be subject to the
prior written  consent of Omnis,  which subject to the other  provisions  hereof
shall not be  unreasonably  withheld,  (4) such Purchaser  shall not be a direct
competitor of Omnis or its successor in the field of computer software and shall
not be  affiliated  or related to any such  direct  competitor,  (5) the Bundled
License  shall not be further  transferable  by Purchaser or any other person or
entity,  and (6) as an  integrated  part  of such  transfer,  (A)  Omnis  or its
successor shall be granted by the Purchaser in writing the irrevocable  right to
charge the current fair market  license fee (as adjusted  from time to time) for
the current  commercial release version of the Metamorph software and such other
customary terms and conditions for the sole benefit of Omnis as licensor of such
software,  and  (B)  each  and all of the  other  restrictions  and  obligations
applicable to the Bundled License hereunder shall be expressly undertaken by the
Purchaser  in writing as the  successor to Paradigm  and such  restrictions  and
obligations  shall  continue to be fully  imposed upon the  Metamorph  software,
provided  further  that  such  transfer  shall  not  release  Paradigm  from any
obligation or liability hereunder.

                           (iii)  The  Bundled  License  otherwise  shall not be
assignable or transferable except as provided by Section 14.2 of this Agreement.

                  (c) Termination of Existing  Agreement.  As of the Closing the
parties  agree  that that any and all rights of  Paradigm  or any  licensees  or
transferees  thereof under that certain Letter of Engagement  between the Wainer
Group and Paradigm dated July 1, 1997 are fully and  irrevocably  terminated for
all purposes.

                  (d) Further  Assignment.  Without admitting that Paradigm owns
any interest in or to any of the Purchased Assets,  but solely for the avoidance
of  doubt,  in  consideration  of the  foregoing  Paradigm  hereby  assigns  and
transfers  to Omnis as of the  Closing  any and all  right,  title and  interest
throughout  the universe that Paradigm or its Affiliates may have (if any) in or
to each and all of the  Software,  the  Purchased  Contracts,  the  Intellectual
Property Rights, and the Proprietary Information,  free and clear of any and all
Liens.   Paradigm  shall  execute  and  deliver  such  additional  documents  or
instruments as reasonably required to confirm such assignment and transfer.


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<PAGE>

         2.6  Object  Code  Only.  None of the  Wainer  Group nor any  Affiliate
thereof nor any other person other than Omnis shall have the right to possess or
use the Source Code or any related materials at any time after the Closing Date,
subject  solely  to  the  obligations  of  the  Wainer  Group  to  complete  the
Development  Project  hereunder and further subject to the other rights of Omnis
hereunder.  The Wainer Group and any Affiliate  shall transfer to Omnis or shall
destroy  any and all  remaining  copies of the Source Code in any media in their
possession  or in the  possession  of  any  Affiliate  thereof,  no  later  than
immediately following the end of the Development Project.

         2.7 Delivery of Purchased Assets; Status.

                  (a) Asset  Transfers.  At or before  the  Closing,  the Wainer
Group shall  deliver to Omnis (i) the  complete  Source Code and the object code
for the  Software  in its then  present  state of  development;  (ii) all  other
documentation,  records, information, designs, drawings, specifications and data
comprising  part of or relating to the Purchased  Assets,  whether  originals or
copies;  (iii)  all other  media  necessary  for the  complete  transfer  of the
Purchased  Assets to Omnis;  (iv) complete  copies of each draft or final Patent
Applications or Patents for any of the Software or Intellectual  Property Rights
or Proprietary Information and all other documents related thereto, if any, then
in  existence;  (v) a fully  executed and notarized  Assignment  and Transfer of
Trademark, in the form attached hereto and made a part hereof as Exhibit C; (vi)
a fully executed and notarized Assignment and Transfer of Intellectual  Property
Rights,  Proprietary Information,  Software and Purchased Contracts, in the form
attached hereto and made a part hereof as Exhibit D; and (vii) copies of any and
all documents, agreements and other written or electronic information related to
or pertaining to the Purchased Assets. To the extent reasonably practicable, all
documentary  materials  (other than executed  originals)  reasonably  capable of
being faxed or  electronically  transmitted shall be delivered to Omnis by means
of telefacsimile or  telecommunication  using computer modems. The parties shall
also deliver such other documents or property as required hereunder.

                  (b) No Liens.  Each and all of the  Purchased  Assets shall be
sold,  assigned and  transferred by the Wainer Group to Omnis hereunder free and
clear of any and all Liens.  The Wainer  Group  acknowledges  and agrees that it
shall be solely  responsible for the satisfaction of its joint and several debts
and  obligations and  liabilities,  whether or not such debt had been secured by
the Purchased Assets.

                  (c) No Transfer or Assumption of Liabilities.  Omnis is solely
a purchaser  for value and the Wainer Group is solely a seller of the  Purchased
Assets,  and Omnis is not purchasing any capital or other equity interest in any
legal entity hereunder.  Omnis has not and shall not assume or be responsible or
obligated for any joint or several  obligations  or  liabilities or debts of the
Wainer Group or any Affiliate thereof or other person of any kind, whether known
or unknown, contingent or otherwise, asserted or unasserted, with respect to any
of the Purchased  Assets or otherwise,  and the Wainer Group and its  Affiliates
shall remain solely  responsible for all of their joint or several  liabilities,
debt or obligations.

         2.8 Technology Mind Transfer.  The Wainer Group and each of them agrees
to provide full access by Omnis to Dirk Wainer and any other partner,  employee,
officer,  director


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<PAGE>

or consultant of the Wainer Group or Paradigm as reasonably  requested by Omnis,
during normal  business hours and on normal  business days, for up to sixty (60)
days  after the  Closing  Date,  for the  purpose  of  answering  inquiries  and
providing technical and consulting training, services and disclosures related to
the Purchased  Assets.  Such  services  shall  include,  but are not limited to,
training  representatives  designated by Omnis in the development and use of the
Purchased  Assets,  and disclosing and discussing key technical  information and
other  know-how  related  to  the  Purchased  Assets  and  their  structure  and
development  and use.  These  services  shall be rendered at the main offices of
Paradigm in Australia or by remote  telecommunications  or a combination thereof
and the Wainer  Group  shall  provide  reasonable  facilities  for any  required
conferences  or  meetings.  Except for Dirk  Wainer,  Omnis shall pay the Wainer
Group One  Hundred  Twenty-Five  Dollars  (US $125) per hour per person for such
services as required by Omnis.

Section 3. CONSIDERATION

         In consideration of the sale, assignment,  transfer and delivery of the
Purchased Assets to Omnis and all of the agreements, covenants and warranties of
the Wainer Group provided herein,  and subject to the other terms and conditions
of this Agreement:

         3.1 Purchase  Value.  Omnis must pay the  Purchase  Value to the Wainer
Group as follows:

                  (a) An  amount  equal  to One  Hundred  Twelve  Thousand  Five
Hundred (112,500)  Purchase Shares multiplied by the Purchase Per Share Value is
to be paid at the Closing; and

                  (b) The balance of the Purchase  Value,  being an amount equal
to Thirty-Seven Thousand Five Hundred (37,500) Purchase Shares multiplied by the
Purchase Per Share Value is to be paid when the Development Project is completed
and accepted by Omnis in accordance with the terms of Section 3.5 hereof.

                  (c) No  fractional  shares shall be issued  hereunder  and all
shares shall be rounded down to the nearest whole share.

         3.2 Issuance of Stock. The Wainer Group must:

                  (a) At the  Closing,  apply  that part of the  Purchase  Value
referred to in Section  3.1(a)  hereof as the full amount  payable by the Wainer
Group for the issue of One Hundred Twelve Thousand Five Hundred (112,500) shares
of Omnis Common Stock; and

                  (b) If and when  the  Development  Project  is  completed  and
accepted by Omnis in accordance with the terms of Section 3.5 hereof, the Wainer
Group shall apply that part of the Purchase  Value referred to in Section 3.1(b)
hereof  as the  full  amount  payable  by the


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<PAGE>

Wainer Group for the issue of Thirty-Seven Thousand Five Hundred (37,500) shares
of Omnis Common Stock;

and Omnis must at such times  issue and  deliver to the  partners  of the Wainer
Group jointly, all of such Purchase Shares subscribed for under this Section 3.2
and  deliver to the Wainer  Group a duly  issued  stock  certificate  evidencing
ownership of those Purchase Shares (which  certificate must be registered in the
joint names of the partners of the Wainer Group).

         3.3  Royalties.  Omnis  also  shall  pay the  Wainer  Group  a  royalty
("Royalty")  equal to Five Percent (5%) of the Net Proceeds  received during the
five (5) year  period  beginning  on the Closing  Date  ("Royalty  Period").  No
royalties shall be paid on any transaction after the Royalty Period. All Royalty
payments  shall be computed  and paid on a calendar  quarterly  basis in arrears
within  forty-five  (45) days after the end of each calendar  quarter during the
Royalty Period, including any final short period; and all payments shall be made
to the Wainer Group jointly without any obligation by Omnis to allocate payments
among the Group.  Omnis also shall submit to the Wainer  Group a written  report
which shall set forth the  computation  of the Royalties paid together with each
Royalty payment. The parties expressly  acknowledge that Omnis intends to pursue
a support driven revenue  structure in the future which may adversely effect its
sales and licensing  revenues,  and therefore may adversely effect the amount of
Royalties payable hereunder.

         3.4 Right to Audit.  Omnis  agrees  to keep at its  principal  place of
business customary and accurate records and books of account with respect to the
Net  Proceeds  for a period  of three (3)  years  from the date of the  relevant
calendar quarter. No more frequently than once per year,  representatives of the
Wainer Group shall be entitled with  reasonable  notice and at reasonable  times
and at their own  expense to review the  relevant  books and records of Omnis at
such principal  place of business to confirm the accuracy of the Omnis quarterly
statements submitted to the Wainer Group .

         3.5 Metamorph Web Version Development.

                  (a)  Development  Project.  The Wainer Group shall develop and
deliver to Omnis the Metamorph Web Version in accordance with the Specifications
and in  accordance  with the  delivery  schedules  and other  terms set forth in
Exhibit E (subject to  modification  by the mutual  agreement  of the parties in
writing)  (collectively  the  "Development  Project").  The Wainer  Group  shall
commence the Development Project immediately upon the Closing and shall exercise
its best  efforts to complete  and deliver the fully  functional  and  completed
commercial version of the Metamorph Web Version to Omnis within three (3) months
of the Closing, and to otherwise dedicate such programming, management and other
resources  necessary to meet all applicable  schedules.  All interim versions or
components  of the  Metamorph  Web Version shall be submitted to Omnis every two
(2) weeks during the development period.

                  (b) Defects in Omnis  Studio.  In the event any defects in the
then current  commercial  release  version of Omnis Studio are discovered by the
Wainer  Group,  the Wainer Group will  document  such  defects in writing.  Such
documentation  shall  include the nature and


                                       10

<PAGE>

severity of such defects and the possible impact or delay caused by such defects
on the  development  and delivery of Metamorph Web which are outside the control
of the Wainer Group or Paradigm.  Such documentation  shall be promptly prepared
and forwarded in writing to the Chief Technical  Officer of Omnis,  and to legal
counsel for Omnis and legal  counsel for the Wainer  Group.  In such event Omnis
and the Wainer  Group each  undertake  to act in a  reasonable  and  cooperative
manner and to exercise their respective best efforts to diligently  resolve such
defects in the Omnis Studio code. Any dispute as to the cause of any nondelivery
of Metamorph Web under the delivery schedules required by Exhibit E hereof shall
be subject to  alternative  dispute  resolution  as provided  more  generally by
Section 20 of this Agreement.

                  (c)  Reports.  The  Wainer  Group  shall  provide  Omnis  with
periodic  written  reports at least  fortnightly and otherwise at the reasonable
request of Omnis  describing the status of the  development  efforts  hereunder,
including but not limited to a description  of the work  performed to date,  any
problems  encountered or  anticipated in development  and the actual or proposed
resolution thereof,  and the progress planned,  including but not limited to the
expected date for the delivery of the Metamorph Web Version software. The Wainer
Group shall provide  Omnis with  immediate  notice of any actual or  anticipated
delays in delivering the Metamorph Web Version.

                  (d) Acceptance Procedures.  Upon delivery of each component or
version of the Metamorph Web Version to Omnis, Omnis shall test such deliverable
to determine its conformance with the applicable Specifications and shall notify
the Wainer Group in writing of its acceptance or rejection of such  deliverable.
The Wainer Group shall provide such Technical  Assistance as reasonably required
to facilitate such testing. If Omnis rejects any delivered component or version,
Omnis shall provide  reasons for its rejection with such notice,  using its best
efforts  to do so within ten (10) days,  but in no event more than  twenty  (20)
days,  after the delivery of the subject  component.  In such event,  the Wainer
Group shall promptly  correct and replace such rejected  deliverable,  using its
best  efforts to do so within ten (10)  days,  but in no event more than  twenty
(20) days, after the receipt of the rejection  notice. If the Wainer Group fails
to deliver an acceptable  corrected or replacement  deliverable  conforming with
the applicable  Specifications  within twenty (20) days after the receipt of the
rejection  notice,  Omnis  shall  have the right to  terminate  the  Development
Project  immediately by written  notice to the Wainer Group,  in addition to the
other rights and remedies of Omnis. Any dispute relating to nonperformance under
this  Subsection  (d) shall be  subject to  alternative  dispute  resolution  as
provided more generally by Section 20 of this Agreement.

                  (e) Full Disclosure. The Wainer Group shall fully disclose and
deliver to Omnis each and all of the Developed  Technologies,  including but not
limited to all source code, object code, other computer code, structures, files,
libraries,  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 the  Metamorph  Web  Version  or other  Developed
Technologies.  Such disclosure and delivery shall be made by the Wainer Group no
later than the final delivery date of the


                                       11
<PAGE>


Metamorph  Web Version  hereunder  or the  termination  date of the  Development
Project, whichever occurs first.

                  (f) Technical  Assistance.  Following the final  acceptance of
the  Metamorph  Web Version by Omnis,  if any,  the Wainer  Group shall  provide
Technical  Assistance  to Omnis  upon the  reasonable  request  of  Omnis.  Such
Technical  Assistance  shall be provided at the rate of Two Hundred  Dollars (US
$200) per person-hour.  All Technical  Assistance  provided under this Agreement
shall be in a form that would permit a competent  engineer to understand and use
such  Technical  Assistance.  Omnis  shall  reimburse  the Wainer  Group for all
reasonable international travel expenses, if applicable,  incurred in connection
with such Technical Assistance,  subject to the prior written approval of Omnis;
provided  however  that Omnis shall not be obligated to pay the Wainer Group for
any travel time.  Wainer Group  employees  and agents,  while  working at Omnis'
facilities,  shall remain  employees and agents of Wainer Group and shall not be
deemed to be  employees  or agents of Omnis,  subject  to the rights of Omnis as
sole owner of the  Metamorph Web Version  hereunder  and as further  provided by
subsection (j) hereof.

                  (g)  Development  Fee.  In  consideration  for the work of the
Wainer Group and its employees and contractors on the Development Project, Omnis
shall pay to the Wainer Group a fee in the amount of Three Thousand  Dollars (US
$3,000) per week during the period of the Development  Project,  up to a maximum
of Fifty Thousand Dollars (US $50,000) in all events.  The Wainer Group shall be
responsible  for all other fees and  expenses  incurred in  connection  with the
Development Project.

                  (h) Failure to  Complete.  In the event that the Wainer  Group
for whatever reason fails to deliver an acceptable final  commercial  version of
Metamorph  Web Version to Omnis  within three (3) months of the Closing (or such
later delivery date as mutually agreed by the parties, if any), Omnis shall have
the  unilateral  right and option to terminate  the  Development  Project and to
undertake  completion  of the  Metamorph  Web  Version  development.  Upon  such
termination, the Wainer Group will not be entitled to any other consideration or
payment with respect to the Development  Project.  If the Development Project is
successfully  performed and completed as required hereunder,  the balance of the
Purchase  Value  referred to in Section 3.1(b) hereof must be paid to the Wainer
Group not later than  fifteen (15) days after the final  acceptance  by Omnis of
the Metamorph Web Version, further subject to Section 3.2(b) hereof. Any dispute
relating  to  nonperformance  under  this  Subsection  (h) shall be  subject  to
alternative  dispute resolution as provided more generally by Section 20 of this
Agreement.

                  (i)  Ownership.  The  parties  agree  that  each  and  all  of
Metamorph Web Version and all other Developed Technologies shall be developed as
"works for hire" and shall be owned  solely by Omnis as part of the  Software as
of the date of creation of each component or version thereof.  For the avoidance
of doubt, the Wainer Group and each of them hereby sells, transfers and assigns,
and agrees to sell,  transfer and assign, to Omnis all right, title and interest
throughout  the universe in and to each and all of Metamorph Web Version and all
other Developed  Technologies to the full extent provided in Section 2 hereof as
of the date of
                                       12
<PAGE>

creation of each component or version thereof. In order to ensure its compliance
with the foregoing  the Wainer Group  further  shall take all steps  required to
obtain the full  assignment  and  transfer of the rights of any third  person or
entity  (if any) in or to the  Metamorph  Web  Version  and all other  Developed
Technologies.  For the further  avoidance of doubt,  but without  admitting  any
ownership rights of Paradigm,  in  consideration of the foregoing  Paradigm also
transfers and assigns to Omnis any and all right, title and interest  throughout
the universe  that Paradigm or its  Affiliates  may have (if any) in and to each
and all of Metamorph Web Version and all other Developed Technologies as of each
such date of creation.

                  (j) Work Product. Without limiting the foregoing, for purposes
hereof all work  developed or produced by any employee or contractor or agent or
Affiliate of the Wainer Group  (including but not limited to Paradigm)  shall be
deemed  developed  or produced by the Wainer  Group;  and the Wainer Group shall
fully  indemnify,  defend and hold Omnis and its successors and assigns harmless
from  and any  adverse  claims  of such  employee  or  contractor  or  agent  or
Affiliate.

         3.6 Sole  Consideration.  The Purchase  Value,  the  Royalties  and the
Development Fee are the sole consideration or compensation of any kind or nature
to be paid at any time by Omnis or any other  person  or  entity  to the  Wainer
Group or any Affiliate or other person or entity for or in  connection  with the
Purchased Assets, further subject to the right of Omnis to retain the balance of
the  Purchase  Value  referred  to in Section  3.1(b)  hereof  pursuant  to this
Agreement. Without limiting the foregoing, Paradigm shall not be entitled to any
compensation or payments for or in connection with the Purchased Assets.

         3.7 Allocation of Purchase Value;  Taxes. All  consideration  hereunder
shall be allocated  among the Purchased  Assets as  determined  solely by Omnis.
Each party agrees to report the transactions hereunder for federal, state, local
and foreign tax purposes in  accordance  with such  allocations.  Subject to the
foregoing,  each party shall be responsible  for all of its own tax  liabilities
arising out the transactions hereunder.

Section 4. THE CLOSING.

         4.1 The  Closing.  The  consummation  of the  purchase  and sale of the
Purchased Assets (the "Closing")  shall be held at 2 p.m.  Melbourne time on the
Closing Date at the law offices of Deacons Graham & James,  Level 24, 385 Bourke
Street, Melbourne, Victoria 3000, Australia. As used in this Agreement, the term
"Closing  Date" means the later of (a) May 19, 2000,  or (b) such other date, if
any, as may be mutually agreeable to the parties.

         4.2 Transactions at Closing. At the Closing the following  transactions
will be conducted:

                  (a) The Wainer Group shall deliver to Omnis the following:

                           (i) All Software and other documentation,  materials,
documents and instruments required by Section 2 of this Agreement;


                                       13

<PAGE>

                           (ii)  Certified  resolutions  of the Wainer Group and
all other corporate or partnership entities comprising part of the Wainer Group,
each approving this Agreement and the transactions contemplated herein;

                           (iii) Any other  certifications  of the Wainer  Group
required hereunder; and

                           (iv) The written opinion of legal counsel required by
Section 10.4 hereof.

                  (b) Paradigm shall deliver  certified  resolutions of Paradigm
approving this Agreement and the transactions contemplated herein; and any other
certifications of Paradigm required hereunder.

                  (c) Omnis  shall  deliver  to the Wainer  Group a duly  issued
stock certificate  evidencing  ownership of those Purchase Shares referred to in
Section 3.2(a)  hereof,  which must be issued in the joint names of the partners
of the Wainer Group;  and the written  opinion of the legal counsel  required by
Section 11.4 hereof.

Section 5. REPRESENTATIONS AND WARRANTIES OF THE WAINER GROUP

         The  Wainer  Group  and each of them  hereby  represents  and  warrants
jointly and severally to Omnis as follows:

                  5.1  Organization,  Good  Standing  and  Qualification  of The
Wainer Group. The Wainer Group is a general partnership duly organized,  validly
existing  and in good  standing  under  the  laws  of  Australia  and any  other
applicable  jurisdiction and has all requisite legal power and authority to own,
operate  and  lease its  properties  and to carry on its  business  as now being
conducted.  The Wainer  Group has all  necessary  legal power to enter into this
Agreement  and to  perform  its  obligations  hereunder;  and all  legal  action
required to be taken on its part to approve the  execution  and delivery of this
Agreement and the performance of its obligations  hereunder has been duly taken.
The Wainer Group is qualified to do business,  and is in good standing,  in each
jurisdiction  in  which  the  failure  to be so  qualified  or to so be in  good
standing  could have a material  adverse impact of any kind on (i) its financial
condition,  business,  business operations or properties, or (ii) its ability to
perform  any of its  obligations  under  this  Agreement  or under  any  related
agreement.

                  5.2 Authority.  Prior to the Closing Date,  each member of the
Wainer  Group shall have all  requisite  power and  authority to enter into this
Agreement,   to  perform  its  obligations   hereunder  and  to  consummate  the
transactions  contemplated hereby. The Wainer Group and each of them further has
the full right,  power,  legal  capacity and  authority to enter into,  execute,
deliver and fully consummate this Agreement and all other required  documents or


                                       14

<PAGE>

instruments  hereunder,  both on its own behalf and on behalf of its  employees,
partners,  agents,  contractors,   Affiliates,   related  persons  or  entities,
successors  and assigns.  This  Agreement  and all other  required  documents or
instruments  hereunder  have been duly and validly  authorized  and executed and
delivered by the Wainer Group and each of them, and are valid and binding on the
Wainer  Group and each of them and are  enforceable  in  accordance  with  their
terms,   except  as  enforcement  may  be  limited  by  applicable   bankruptcy,
insolvency,  reorganization  or  similar  laws  relating  to  or  affecting  the
enforcement of creditors'  rights and except that the  availability of equitable
remedies may be subject to the discretion of a court of competent jurisdiction.

         5.3 Intellectual Property.

                  (a) The  Wainer  Group  owns all  right,  title  and  interest
throughout the universe in or to each of the Purchased Assets.

                  (b) The Wainer Group further has good and marketable  title to
each and all of the Purchased Assets;  and such Assets are being sold,  assigned
and  transferred to Omnis free and clear of any and all Liens.  The Wainer Group
is in possession of the Purchased  Assets.  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 the Wainer Group or its
Affiliates  as debtor  which  create or  perfect  or which  purport to create or
perfect any Lien in or on any of the Purchased Assets.

                  (c) Without limiting the foregoing,  as of the Closing none of
the Wainer Group nor any Affiliates  nor any successors nor assigns  thereof nor
any other  third  person or entity  shall  have or retain  any  right,  title or
interest  at  any  time  in or to any of the  Purchased  Assets  to any  extent,
including  but not  limited  to any right or license at any time to apply for or
obtain or own any Patent on any Purchased  Assets or to Use any of the Purchased
Assets or any product or process or  technology  which uses or  incorporates  or
infringes  upon any part of the  Purchased  Assets;  subject only to the limited
licenses  granted to Paradigm in Section 2.5 of this  Agreement  and only to the
extent of such licenses.

                  (d) Without limiting the  representations or warranties of the
Wainer Group  hereunder or the right of Omnis to rely upon such  representations
or warranties:

                           (i)  The  Disclosure   Schedule  attached  hereto  as
Exhibit F  ("Disclosure  Schedule")  lists  all  patents,  works of  authorship,
registered copyrights,  registered and unregistered trademarks,  trade names and
service marks,  and any applications  therefor related to the Purchased  Assets,
and  specifies,   where  applicable,   the  jurisdictions  in  which  each  such
application,  issuance or registration has been filed,  including the respective
registration  or  application  numbers,  together  with a list  of all  software
products and an indication as to which,  if any, of such software  products have
been registered for copyright protection with the United States Copyright Office
and any foreign offices.  The Disclosure  Schedule also  specifically  lists all
licenses,  sublicenses  and  material  agreements  as to which any of the Wainer
Group or its  Affiliates is a party or pursuant to which any of the Wainer Group
or its  Affiliates  or  any  other


                                       15

<PAGE>

person owns or is licensed or otherwise  authorized or obligated with respect to
any of the Purchased  Assets,  and includes the identity of all parties thereto.
The  Disclosure  Schedule  also lists any and all persons or  entities  who have
performed  any  services  related to the creation or  development  of any of the
Purchased  Assets,  and identifies  such person or entity's role with the Wainer
Group, whether as employee, consultant or otherwise. None of the Wainer Group or
any Affiliate is  contractually  obligated to pay any  compensation to any third
party related to any of the Purchased Assets at any time.

                           (ii) None of the Wainer Group or any Affiliate is, or
as a result of the execution and delivery of this  Agreement or the  performance
of its obligations hereunder will be, in violation of any license, sublicense or
other  agreement  applicable to any member of the Wainer Group or any Affiliate,
nor will such actions entitle any other party to any such license, sublicense or
agreement to terminate or modify such license, sublicense or agreement.

                  (e) To the knowledge of each member of the Wainer Group or any
Affiliate, no part of the Software or the other Purchased Assets (i) violates or
infringes  or will  violate  or  infringe  on any  patent,  copyright,  or other
intellectual  property or proprietary 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 the Wainer Group or the  validity or  effectiveness  of any of the  Purchased
Assets.

                  (f) To the knowledge of each member of the Wainer Group or any
Affiliate,  there has been or is no material  unauthorized use,  infringement or
misappropriation  of any of the Purchased  Assets by any third party,  including
but not limited to any employee or former employee of any of the Wainer Group or
any Affiliate.

                  (g)  No  part  of  the  Purchased  Assets  is  subject  to any
outstanding order, judgment, decree, stipulation or agreement restricting in any
manner the licensing or  exploitation  thereof by any of the Wainer Group or any
Affiliate.  None of the Wainer  Group nor any  Affiliate  has  entered  into any
agreement  to  indemnify  any  other  person  against  any  claim or  action  of
infringement or misappropriation relating to any of the Purchased Assets.

                  (h) No employee of any of the Wainer Group or any Affiliate 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 any of the Wainer Group or any
Affiliate.  All  consultants  and  employees  of any of the Wainer  Group or any
Affiliate have signed agreements containing  proprietary  information protective
provisions and, where  applicable,  agreements  assigning all rights in any work
performed by them to the Wainer Group or such Affiliate. The Software (including
but not limited to Metamorph Web Version and the Developed  Technologies) is and
will be the  original  work of the Wainer  Group and has been either  created by
employees  of the Wainer


                                       16

<PAGE>

Group  on a  work-for-hire  basis  or by  consultants  or  contractors  who have
assigned all rights in such Software to the Wainer Group.

                  (i) The Wainer  Group and  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.

         5.4 Metamorph Warranties.  Each of the Wainer Group further represents,
warrants and covenants that:

                  (a) The Software  shall be fully  functional  for the purposes
designed; and otherwise shall be substantially free from defects in workmanship,
design or reproducible  programming errors as of the Closing and for a period of
ninety (90) days thereafter.

                  (b) The Metamorph Web Version and other Developed Technologies
shall be fully  functional for the purposes  designed;  shall fully conform with
the Specifications; and shall be substantially free from defects in workmanship,
design or  reproducible  programming  errors as of the date of final delivery to
Omnis and for a period of ninety (90) days thereafter.

                  (c) None of the  Software  (including  but not  limited to the
Metamorph Web Version and other Developed Technologies) shall contain any virus,
trojan horse,  worm,  malicious code or other feature that allows any such items
to be accessed, modified or disabled by unauthorized persons.

         5.5 Material  Adverse  Effect.  To the  knowledge of each of the Wainer
Group,  the Wainer Group  jointly and  severally  has fully advised Omnis of all
material matters involving the financial  condition,  operations,  properties or
industry of the Wainer Group and its  Affiliates.  Each of Dirk Wainer,  Shirley
Wainer,  Dennis Janossich and Joseph Bernard,  being the principal  officers and
senior  management  of the Wainer Group,  further  represent and warrant that to
their own knowledge  they have  provided  Omnis with all  information  that they
believe  could  reasonably  have a materially  adverse  effect on the  Purchased
Assets or on any of the Wainer Group or  Affiliates  or on the right or capacity
of any of the Wainer Group or its  Affiliates to perform all of its  obligations
hereunder.

         5.6 Other  Contracts.  None of the Wainer Group or its Affiliates is or
shall be prevented  from entering into this  Agreement with Omnis and from fully
performing  all of  their  obligations  hereunder  as a result  of any  legal or
contractual restrictions or prohibitions.  Without limiting the foregoing,  none
of the Wainer  Group or its  Affiliates  are jointly or  severally a party to or
subject to:

                  (a) Any indenture,  loan or credit agreement,  note agreement,
deed of trust, mortgage, security agreement,  promissory note or other agreement
or instrument  relating to or evidencing  indebtedness for borrowed money or the
extension of credit or subjecting any of the Purchased Assets to any Lien;


                                       17

<PAGE>

                  (b)  Any  agreement  of  indemnification  or  guaranty  of any
indebtedness;

                  (c) Subject to Subsection (d) hereof, any agreement,  contract
or  commitment  relating  to the  disposition  or  acquisition  of assets or any
interest in any business  enterprise outside the ordinary course of the business
of any of the Wainer  Group or its  Affiliates,  not  specifically  disclosed in
Exhibit F (Disclosure Schedule);

                  (d) Any  agreement,  contract  or  commitment  relating to the
licensing or  disposition  or  acquisition  of the Purchased  Assets or any part
thereof, not specifically disclosed in Exhibit F (Disclosure Schedule);

                  (e) Any distribution, joint marketing or development agreement
related to any of the Purchased Assets; or

                  (f) Any agreement pursuant to which any of the Wainer Group or
its Affiliates  has granted or may grant in the future,  to any person or entity
other than  Omnis,  a source  code  license  or option or other  right to use or
acquire the Source  Code or any other  source  code  included  in the  Purchased
Assets  (including  but not  limited  to the  Metamorph  Web  Version  or  other
Developed Technologies).

         5.7 Purchased  Contracts.  Each of the Purchased Contracts is valid and
binding on the Wainer Group or relevant member or Affiliate  thereof and on each
of the  other  parties  to such  contracts  (including  but not  limited  to any
employer or contractor  invention assignment  agreements),  and is in full force
and effect.  Neither the Wainer Group nor any other party  thereto has breached,
and the Wainer  Group is not aware of any facts  which  would lead it to believe
that the Wainer Group or any other party has breached any provision of, or is in
default  under the terms of, any such  Purchased  Contract.  To the knowledge of
each of the  Wainer  Group or its  Affiliates,  no  party to any such  Purchased
Contract intends to cancel,  withdraw,  modify or amend such Purchased Contract;
provided however that that certain Letter of Engagement between the Wainer Group
and  Paradigm  dated July 1, 1997 shall be  terminated  and  superseded  by this
Agreement as of the Closing.

         5.8  Compliance  with Laws.  The Wainer Group has complied with, and is
not in violation of, any applicable statutes,  laws or regulations affecting its
properties or the operation of its business, the violation of which could have a
material  adverse impact on its properties or assets,  including but not limited
to the Purchased Assets.

         5.9 No Litigation.  There is no suit,  action,  arbitration,  or legal,
administrative,  or other proceeding,  or governmental  investigation threatened
or, to knowledge of each of the Wainer Group or its Affiliates, pending, against
or  affecting  any of  the  Wainer  Group  or its  Affiliates,  or any of  their
respective business,  assets, or financial condition,  including but not limited
to the Purchased Assets.


                                       18

<PAGE>

         5.10 Tax  Returns  and  Audits.  Within  the  times  and in the  manner
prescribed by law, each of the Wainer Group and its Affiliates has filed all tax
returns,   or  valid  extensions  required  by  law  and  has  paid  all  taxes,
assessments,  and penalties due and payable.  There are no present or threatened
disputes  as to taxes of any nature  payable  by any of the Wainer  Group or its
Affiliates.

         5.11 Documents Delivered. Each copy of any agreement, contract or other
instrument  which  is  identified  in  Exhibit  F  (Disclosure  Schedule)  or is
delivered by any of the Wainer Group or its  Affiliates  or its counsel to Omnis
(or to its counsel or representatives), whether before or after the execution of
this Agreement,  is a true and correct copy of the original  thereof and has not
been  amended,  canceled  or  otherwise  modified,  except  as set  forth in the
Disclosure Schedule.

         5.12 Full Disclosure.  No representation or warranty made by any of the
Wainer Group or its Affiliates in this Agreement,  nor any materials or schedule
or exhibit  prepared and furnished or to be prepared and furnished by any of the
Wainer Group or its Affiliates or their  representatives  pursuant  hereto or in
connection  with  the  transactions  contemplated  hereby,  or  any  information
supplied in connection  with any  solicitation of approval of the transaction by
any of the Wainer Group or its  Affiliates,  when taken as a whole,  contains or
will contain any untrue  statement of a material  fact, or omits or will omit to
state a material fact necessary to make the statements or facts contained herein
or therein not  misleading in light of the  circumstances  under which they were
furnished.

         5.13 No  Claims.  None of the  Wainer  Group or any  Affiliate  has any
knowledge  of the  existence  of any  claim or  action or cause of action of any
nature by such person or entity  against Omnis or any Affiliate of Omnis,  other
than as materially disclosed in writing to Omnis prior to the Closing as part of
Exhibit F (Disclosure Schedule).

         5.14  Brokers'  and  Finders'  Fees.  None of the  Wainer  Group or any
Affiliate  has  incurred,  nor will any of the Wainer Group or Affiliate  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
transaction  contemplated  hereby;  and the Wainer Group shall fully  indemnify,
defend and hold Omnis harmless from any such liabilities or claims.

         5.15 Effective Dates. The  representations and warranties of the Wainer
Group or its  Affiliates  or any of them set forth in this  Agreement and in any
written statement delivered by the Wainer Group or its Affiliates or any of them
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 Date as though made at that time;  and as to the  Metamorph  Web Version
and other Developed  Technologies shall further be true in all material respects
on and as of the date of final  delivery of such  software and  technologies  to
Omnis; further subject to the 90-day warranties provided by Section 5.4 hereof.


                                       19

<PAGE>

Section 6. PARADIGM REPRESENTATIONS AND WARRANTIES

         Paradigm  hereby  represents  and  warrants  and  covenants to Omnis as
follows:

         6.1  Organization   and  Standing.   Paradigm  is  a  corporation  duly
organized,  validly  existing and in good standing  under the laws of Australia,
and has all requisite  corporate  power and authority to own,  operate and lease
its properties and to carry on its business as now being conducted.

         6.2 Authority; Other Contracts.

                  (a) On and as of the  Closing  Date,  Paradigm  shall have all
requisite corporate power and authority to enter into this Agreement, to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.  This  Agreement  has been duly  executed and  delivered by Paradigm and
constitutes  its valid and  legally  binding  agreement  and  obligation  and is
enforceable in accordance  with its terms,  except as enforcement may be limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or  affecting  the  enforcement  of  creditors'   rights  and  except  that  the
availability  of equitable  remedies may be subject to the discretion of a court
of competent jurisdiction.

                  (b)  Paradigm  is  not  prevented   from  entering  into  this
Agreement and from fully performing all of its obligations hereunder as a result
of any legal or contractual restrictions or prohibitions.

         6.3 No Ownership or Right to  Compensation.  Paradigm does not have and
will not have any right,  title or interest in or to any of the Purchased Assets
to any  extent at any time,  subject  only to the  limited  licenses  granted to
Paradigm in Section 2.5 hereof and only to the extent of such licenses. Paradigm
does not have and will not have any right to  receive  any part of the  Purchase
Shares  or  Royalties  or  Development  Fee at any  time;  and  Paradigm  is not
contractually  obligated to pay any  compensation  to any third party related to
any of the Purchased Assets at any time.

         6.4 Purchased Assets. To the knowledge of Paradigm, no person or entity
other than the Wainer  Group owns any right,  title or  interest in or to any of
the Purchased Assets to any extent.

         6.5  Certain  Agreements.  No  employee  of  Paradigm  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 Paradigm.  All  consultants  and
employees of Paradigm have signed agreements containing proprietary  information
protective provisions and, where applicable,  agreements assigning all rights in
any work performed by them to Paradigm.  Paradigm has taken reasonable  security
measures to


                                       20

<PAGE>

protect the secrecy,  confidentiality and value of all trade secrets,  know-how,
inventions,  designs,  processes  and  technical  data  required  to conduct its
business.

         6.6  Consents.  No consent,  approval,  order or  authorization  of, or
registration, declaration or filing with, any governmental entity is required in
connection  with the valid  execution and delivery of this Agreement by Paradigm
or the consummation of the transactions contemplated hereby by Paradigm.

         6.7 No Litigation.  There is no suit,  action,  arbitration,  or legal,
administrative,  or other proceeding,  or governmental  investigation threatened
or, to the knowledge of Paradigm,  pending, against or affecting Paradigm or its
business, assets, or financial condition.

         6.8  Tax  Returns  and  Audits.  Within  the  times  and in the  manner
prescribed  by law,  Paradigm  has filed all tax  returns,  or valid  extensions
required  by law and has paid all  taxes,  assessments,  and  penalties  due and
payable.  There are no present or threatened  disputes as to taxes of any nature
payable by Paradigm.

         6.9 Disclosure.  No representation or warranty made by Paradigm in this
Agreement  or any  material  provided  to Omnis  hereunder  contains  any untrue
statement of a material  fact,  or omits to state a material  fact  necessary to
make the statements or facts contained herein or therein not misleading in light
of the circumstances under which they were furnished.

         6.10 No Claims. Paradigm has no knowledge of the existence of any claim
or  action or cause of action  of any  nature by such  person or entity  against
Omnis or any Affiliate thereof, other than as materially disclosed in writing to
Omnis prior to the Closing.

         6.11 Brokers' and Finders'  Fees.  Paradigm has not and will not 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
transaction contemplated hereby.

         6.12 Effective  Dates. The  representations  and warranties of Paradigm
set forth in this Agreement and in any written  statement  delivered by Paradigm
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 Date as though made at that time.

Section 7. OMNIS REPRESENTATIONS AND WARRANTIES

         Omnis represents and warrants to the Wainer Group as follows:

         7.1 Organization  and Standing.  Omnis is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and has all requisite  corporate  power and authority to own,  operate and lease
its properties and to carry on its business as now being conducted.


                                       21

<PAGE>

         7.2 Authority; Other Contracts.

                  (a) On and  as of the  Closing  Date,  Omnis  shall  have  all
requisite corporate power and authority to enter into this Agreement, to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.  This  Agreement  has been  duly  executed  and  delivered  by Omnis and
constitutes  its valid and  legally  binding  agreement  and  obligation  and is
enforceable in accordance  with its terms,  except as enforcement may be limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or  affecting  the  enforcement  of  creditors'   rights  and  except  that  the
availability  of equitable  remedies may be subject to the discretion of a court
of  competent  jurisdiction,  and  further  subject to  restrictions  imposed by
applicable securities laws.

                  (b) Omnis is not prevented  from entering into this  Agreement
with the  Wainer  Group  and  Paradigm  and  from  fully  performing  all of its
obligations  hereunder as a result of any legal or contractual  restrictions  or
prohibitions, subject to restrictions imposed by applicable securities laws.

         7.3  Consents.  No consent,  approval,  order or  authorization  of, or
registration, declaration or filing with, any governmental entity is required in
connection  with the valid  execution and delivery of this Agreement by Omnis or
the  consummation  of the  transactions  contemplated  hereby,  except  for such
consents, approvals, orders,  authorizations,  registrations,  qualifications or
filings as may be required under applicable  securities laws and the laws of any
foreign country.

         7.4 Issuance of Shares.  The  issuance of the shares of Omnis  Purchase
Shares, as provided in this Agreement,  will have been duly authorized as of the
Closing Date. Such shares,  upon the delivery of certificates  representing  the
same in accordance  with the terms of this Agreement,  will be duly  authorized,
validly  issued,   fully  paid  and   non-assessable,   free  of  any  liens  or
encumbrances,  other than the  obligations  of and  restrictions  imposed on the
Wainer Group under this  Agreement  and other than the  restrictions  imposed by
applicable securities laws.

         7.5  Disclosure.  No  representation  or warranty made by Omnis in this
Agreement  contains any untrue statement of a material fact, or omits to state a
material  fact  necessary to make the  statements or facts  contained  herein or
therein  not  misleading  in light of the  circumstances  under  which they were
furnished.

         7.6 No Claims. Neither Omnis nor any Affiliate has any knowledge of the
existence of any claim or action or cause of action of any nature by such person
or entity against any of the Wainer Group or any Affiliate  thereof,  other than
as materially disclosed in writing to the Wainer Group prior to the Closing.

         7.7  Brokers'  and  Finders'  Fees.  Omnis has not and will not  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
transaction contemplated hereby.


                                       22
<PAGE>

         7.8 Effective  Dates. The  representations  and warranties of Omnis set
forth in this  Agreement and in any written  statement  delivered by Omnis 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 Date as though made at that time.

Section 8. OBLIGATIONS BEFORE CLOSING

         8.1 Conduct of Business of the Wainer Group and  Affiliates.  Except as
expressly  contemplated  by this  Agreement,  during the period from the date of
this Agreement and the Closing Date, the Wainer Group shall preserve  intact and
not encumber the Purchased Assets.  The Wainer Group shall promptly notify Omnis
of any event which could have a material  adverse effect on the condition of the
Purchased  Assets.  Without  limiting  the  foregoing,  the Wainer  Group or any
Affiliate  or any of them shall not without the prior  written  consent of Omnis
(which consent may be withheld in its sole discretion):

                  (a) Sell, assign, dispose of, license, sublicense or otherwise
transfer to any person or entity any rights to the Purchased Assets;

                  (b) Disclose any part of the Proprietary  Information  with or
without  consideration  to the public,  or to any third person or entity without
first entering into a legally  enforceable  nondisclosure  and nonuse  agreement
regarding such  Information  that  preserves the  confidential  and  proprietary
nature of such  Information  consistent  with the  intended  rights and benefits
being purchased by Omnis hereunder;

                  (c) Violate, amend or otherwise modify the terms of any of the
Purchased Contracts;

                  (d) Commence a lawsuit other than for the normal collection of
accounts;

                  (e) Incur any indebtedness or guarantee any such indebtedness,
or issue or sell any debt securities or guarantee any debt securities of others;

                  (f) Engage in any activities or transactions  that are outside
the ordinary course of its business consistent with past practice;

                  (g) Fail to pay or otherwise  satisfy its  obligations as they
become due, except such as are being contested in good faith;

                  (h) Take,  or agree (in  writing or  otherwise)  to take,  any
action which would make any of the representations or warranties or covenants of
any of the  Wainer  Group or  Paradigm  contained  in this  Agreement  untrue or
incorrect in any material respect.


                                       23

<PAGE>

         8.2  Access to  Information.  Each  party  ("Disclosing  Party")  shall
provide to the other party ("Requesting  Party"), and to the accountants,  legal
counsel and other representatives of such other party, reasonable access, during
normal  business hours and upon  reasonable  prior notice during the period from
the date of this Agreement until the Closing Date, to (i) all of the properties,
books, contracts,  commitments and records of the Disclosing Party, and (ii) all
other  information  concerning  the  business,  properties  and personnel of the
Disclosing  Party as the  Requesting  Party  may  reasonably  request.  All such
information shall be deemed the confidential information of the Disclosing Party
and shall be subject to the  nondisclosure  and nonuse  provisions of Section 12
hereof.  No  information  or knowledge  obtained in any  investigation  pursuant
hereto  shall  affect or be deemed to modify any  representation  or warranty or
covenant  of the  Disclosing  Party  contained  herein or any  condition  to the
obligations of the parties to consummate the  transactions  contemplated by this
Agreement.

         8.3  Approvals.  Each of the  partners of the Wainer Group hereby fully
consents  to  this   Agreement  and  the  terms  hereof  and  the   transactions
contemplated by this  Agreement.  Paradigm shall obtain approval of its Board of
Directors,  and to the extent required by applicable law, if any, Paradigm shall
obtain shareholder approval to this Agreement and the transactions  contemplated
hereby prior to the Closing.

         8.4 Breach of Representations, Warranties or Covenants.

                  (a) None of the Wainer Group or any  Affiliate  shall take, or
fail to take,  any action  which  from the date of this  Agreement  through  the
Closing  would  cause  or  constitute  a breach  of any of its  representations,
warranties or covenants set forth in this Agreement or which would from the date
of this  Agreement  through the  Closing  cause any of such  representations  or
warranties to be inaccurate.  In the event of, and promptly after becoming aware
of, the occurrence of or the pending or threatened occurrence of any such event,
the Wainer Group or its Affiliate shall give detailed  written notice thereof to
Omnis and shall use its best  efforts to prevent or promptly  remedy such breach
or inaccuracy.

                  (b) Omnis shall not take,  or fail to take,  any action  which
from the date of this Agreement  through the Closing would cause or constitute a
breach of any of its representations,  warranties or covenants set forth in this
Agreement  or which  would from the date of this  Agreement  through the Closing
cause any of such  representations or warranties to be inaccurate.  In the event
of, and promptly  after  becoming  aware of, the occurrence of or the pending or
threatened  occurrence  of any such  event,  Omnis shall give  detailed  written
notice  thereof to Omnis and shall use its best  efforts to prevent or  promptly
remedy such breach or inaccuracy.

         8.5 Consents. The Wainer Group shall use its best efforts to obtain all
necessary  consents,  waivers  and  approvals  under any of the Wainer  Group or
Affiliate agreements,  contracts or licenses in connection with the transactions
contemplated by this Agreement.


                                       24

<PAGE>

         8.6 Best Efforts.  Each of the parties to this Agreement  shall use its
best efforts to effect the transactions  contemplated  hereby and to fulfill and
cause to be fulfilled the conditions to closing under this Agreement.

         8.7 Public  Announcements.  Each party will consult in advance with the
other concerning the timing and content of any announcements, press releases and
public  statements  concerning the transactions  contemplated by this Agreement,
and shall not make any such  announcement,  release  or  statement  without  the
consent of the other party.

         8.8 Other Obligations. Each of the parties also shall fully perform and
discharge its other  obligations  required to be performed prior to or as of the
Closing pursuant to the other provisions of this Agreement.


Section 9. SECURITIES ACT COMPLIANCE;
           REPRESENTATIONS; AND RESTRICTIONS ON TRANSFER.

         9.1 Purchase Entirely for Own Account. Each of the Wainer Group further
represents and warrants that the Purchase  Shares are being acquired by them for
their own  accounts  for  investment  and not with a view to,  or for  resale in
connection with, any  distribution of such securities;  and that no other person
will have any direct or indirect  beneficial interest in or right to any of such
stock. Each of the Wainer Group further represents and warrants that it does not
have any  agreement or  arrangement  with any person to sell,  transfer or grant
participations  to such person or to any third  person,  with  respect to any of
such stock.

         9.2 Disclosure of  Information.  The Wainer Group  acknowledges  it has
received all the information it considers  necessary or appropriate for deciding
whether to be issued the Purchase  Shares  hereunder.  The Wainer Group  further
represents  and warrants  that it has had an  opportunity  to ask  questions and
receive answers from Omnis regarding the terms and conditions of the offering of
the  Purchase  Shares and the  business,  properties,  prospects  and  financial
condition of Omnis.

         9.3  Investment   Experience.   The  Wainer  Group  and  each  of  them
acknowledges that it can bear the economic risk of its investment,  and has such
knowledge and experience in financial or business  matters that it is capable of
evaluating  the merits and risks of the investment in the Purchase  Shares.  The
Wainer  Group  also  represents  it has not been  organized  for the  purpose of
acquiring  the  Purchase  Shares.  Each of the Wainer Group  recognizes  that an
investment in such stock is subject to material risk.

         9.4  Restricted  Securities.  The  Wainer  Group  understands  that the
Purchase Shares being issued are considered  "restricted  securities"  under the
United States  federal  securities  laws since such stock is being acquired from
Omnis in a transaction  not involving a public offering and that under such laws
and applicable  regulations  such securities may be resold


                                       25

<PAGE>

without   registration  under  the  Securities  Act,  only  in  certain  limited
circumstances.  In this  connection,  the  Wainer  Group  represents  that it is
familiar with SEC Rule 144, as presently in effect,  and  understands the resale
limitations  imposed hereby and by the Securities  Act. In addition,  the Wainer
Group  acknowledges and agrees that the Purchase Shares have not been registered
or qualified  under the laws of any state and that issuance of such stock may be
conditioned  on  compliance  with such laws.  Omnis shall have no  obligation to
register or qualify  the  Purchase  Shares with the SEC or any state  securities
agency at any time;  provided  however  that the  Wainer  Group  shall  have the
specific "piggyback"  registration rights set forth in Exhibit G attached hereto
and made a part hereof.

         9.5 Further  Limitations  on  Disposition.  Without  limiting the other
provisions of this Section 9, and subject at all times to applicable  securities
laws, the Wainer Group further agrees not to make any  disposition of any of the
Purchase Shares until six (6) months after the receipt thereof. In addition, the
Wainer Group further agrees not to make any disposition of all or any portion of
the Purchase  Shares unless and until the  transferee  has agreed in writing for
the benefit of Omnis to be bound by this  Section 9,  provided and to the extent
this Section is then applicable, and either:

                  (a) There is then in effect a registration statement under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such registration statement,  and the proposed disposition of
the Purchase  Shares has been  registered or qualified  under  applicable  state
securities laws; or

                  (b) The  Wainer  Group (i) shall  have  notified  Omnis of the
proposed disposition and shall have furnished Omnis with a detailed statement of
the circumstances  surrounding the proposed disposition,  and (ii) if reasonably
requested by Omnis,  the Wainer Group shall have furnished Omnis with an opinion
of counsel,  reasonably  satisfactory  to Omnis that such  disposition  will not
require  registration  of such shares under the  Securities  Act and  applicable
state  securities  laws.  It is agreed that Omnis will not  require  opinions of
counsel  for   transactions   made  pursuant  to  Rule  144  except  in  unusual
circumstances.

         9.6 Permitted Transfers. Notwithstanding the limitations of Section 9.5
hereof but subject at all times to applicable  securities  laws,  this Agreement
shall not  prohibit  the Wainer  Group from  transferring  up to an aggregate of
Eighteen  Thousand Seven Hundred Fifty (18,750) shares of the Purchase Shares in
one or more  transactions  at any time after  ninety  (90) days from the Closing
Date. As a condition precedent to any such transfer,  each transferee shall sign
and deliver to Omnis an  undertaking  by which it agrees to be directly bound by
all of the restrictions set forth in this Section 9.

         9.7 Underwriter  Lock-Up. In connection with any registration of shares
of Common  Stock under the  Securities  Act for sale to the public,  each of the
Wainer  Group  agrees that it will not sell,  make any short sale of,  grant any
option for the purchase of, or  otherwise  dispose of any Purchase  Shares for a
period  designated by Omnis and the Omnis'  underwriter in writing to the Wainer
Group,  which period shall not last more than 180 days after the effective  date
of the relevant registration  statement.  Notwithstanding the foregoing,  to the


                                       26

<PAGE>

extent that the Wainer  Group shall enter into an  underwriting  agreement  that
contains  provisions  covering one or more issues  subject to this Section,  the
provisions  contained in such  underwriting  agreement  shall  control as to the
party or parties so entering into such underwriting agreement.

         9.8 Legends.  It is understood  that the  certificates  evidencing  the
Purchase Shares or any substitute  therefor may bear one or all of the following
legends or their substantial equivalent:

                  (a)  "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933,  AS  AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT
WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL
SATISFACTORY  TO THE COMPANY  THAT SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS
SOLD PURSUANT TO RULE 144 OF SUCH ACT".

                  (b)  Any  legend   required  by  the  laws  of  the  State  of
California,  including  any legend  required  by the  California  Department  of
Corporations or the applicable provisions of the California Corporations Code.

         9.9 Further  Representations  by Foreign  Investors.  The Wainer  Group
hereby  represents  and  warrants  that it has  satisfied  itself as to the full
observance of the laws of Australia  and any  jurisdiction  within  Australia in
connection  with any offer or right to subscribe for the Purchase  Shares or the
issuance of such stock or other rights under or use of this Agreement, including
but not limited to (i) the legal requirements  within such jurisdictions for the
purchase  and  issuance  of the  Purchase  Shares;  (ii)  any  foreign  exchange
restrictions  applicable  to such  purchase;  (iii)  any  governmental  or other
permits or consents  that may need to be  obtained;  (iv) any and all income tax
and  other tax  consequences,  if any,  that may be  relevant  to the  purchase,
holding,  redemption,  sale, or transfer of the Purchase Shares; and (v) whether
the Wainer Group  subscription  and payment for,  and its  continued  beneficial
ownership  of the  Purchase  Shares,  will or will not  violate  any  applicable
securities or other laws of such  jurisdictions.  Omnis shall have no obligation
to obtain  any  permit or  consent  or  otherwise  comply  with the laws of such
jurisdictions  in connection  with the offer to subscribe for or any issuance or
ownership of the Purchase Shares, whether now or in the future.

         9.10 Corporate  Securities Law. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT  OF THIS  AGREEMENT  HAS NOT BEEN  QUALIFIED  WITH THE  COMMISSIONER  OF
CORPORATIONS  OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH  SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PARTIES OF THE  CONSIDERATION  FOR SUCH SECURITIES
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM  QUALIFICATION BY THE APPLICABLE  PROVISION OF THE CALIFORNIA  CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE


                                       27

<PAGE>

EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS
EXEMPT UNDER SUCH LAWS.

         9.11 No Insider Trading.  The Wainer Group and Paradigm each agree that
they 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 the Wainer Group and Paradigm
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.  The Wainer Group and Paradigm 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.

Section 10. CONDITIONS PRECEDENT TO PERFORMANCE BY OMNIS

         The  obligations  of Omnis to be  performed  under this  Agreement  are
subject to the satisfaction at the Closing, of all of the following  conditions.
Omnis may waive any or all of these conditions in writing; provided however that
no such waiver of a condition  shall  constitute a waiver by Omnis of any of its
other rights or remedies,  at law or in equity,  if the Wainer Group or Paradigm
shall be in default of any of their  respective  representations,  warranties or
covenants under this Agreement or any related agreement or instrument.

         10.1  Accuracy  of  the  Wainer  Representations  and  Warranties.  All
respective  representations  and  warranties by the Wainer Group and Paradigm in
this Agreement or in any written statement  delivered by any of the Wainer Group
or Paradigm under this Agreement  shall be true in all material  respects on and
as of the Closing Date as though made at that time.

         10.2   Approvals.   This   Agreement  and  each  of  the   transactions
contemplated hereby and each of the obligations of the parties hereunder,  shall
have been lawfully  approved by (i) the partners of The Wainer  Group;  (ii) the
board of directors of Paradigm;  and (iii) to the extent  required by applicable
law, if any, by the shareholders of Paradigm.

         10.3  Performance.  Each and all of the Wainer Group and Paradigm shall
have  performed,  satisfied and complied  with all  covenants,  agreements,  and
conditions required by this Agreement to be performed or complied with by any of
the Wainer Group or Paradigm on or prior to the Closing  Date;  and such persons
shall not have breached or violated any of such provisions.

         10.4 Opinion of the Wainer  Group  Counsel.  Omnis shall have  received
from Kenyons,  counsel for the Wainer Group,  an opinion dated as of the Closing
Date, in form and


                                       28

<PAGE>

substance  satisfactory  to  Omnis  and its  counsel,  that  under  the  laws of
Australia and any applicable jurisdiction:

                  (a) Paradigm is a corporation duly organized, validly existing
and  in  good  standing  under  the  laws  of  Australia  and  other  applicable
jurisdiction and has all necessary  corporate power to enter into this Agreement
and to perform its obligations  hereunder;  and all corporate action required to
be taken on its part to approve the execution and delivery of this Agreement and
the performance of its obligations hereunder has been duly taken.

                  (b) The Wainer Group is a general  partnership duly organized,
validly  existing and in good  standing  under the laws of  Australia  and other
applicable  jurisdiction  and has all  necessary  legal power to enter into this
Agreement  and to  perform  its  obligations  hereunder;  and all  legal  action
required to be taken on its part to approve the  execution  and delivery of this
Agreement and the performance of its obligations hereunder has been duly taken.

                  (c) The Wainer Group and Paradigm and each of them further has
the full right,  power,  legal  capacity and  authority to enter into,  execute,
deliver and fully consummate this Agreement and all other required  documents or
instruments hereunder.

                  (d)  This  Agreement  and  all  other  required  documents  or
instruments  hereunder  have been duly and validly  authorized  and executed and
delivered by the Wainer  Group and Paradigm and each of them,  and are valid and
binding on the Wainer Group and Paradigm and each of them and are enforceable in
accordance with their terms,  except as enforcement may be limited by applicable
bankruptcy, insolvency,  reorganization or similar laws relating to or affecting
the  enforcement  of  creditors'  rights and  except  that the  availability  of
equitable  remedies  may be subject to the  discretion  of a court of  competent
jurisdiction.

                  (e)  Except as set forth in Exhibit F  (Disclosure  Schedule),
such counsel has no actual knowledge of (i) any suit,  action,  arbitration,  or
legal, administrative or other proceeding or investigation pending or threatened
in  any  jurisdiction  against  or  affecting  any of the  Wainer  Group  or any
Affiliates  or their  respective  businesses or properties or financial or other
condition, including but not limited to any of the Purchased Assets; or (ii) any
infringement or  misappropriation by any of the Wainer Group or any Affiliate of
any  intellectual  property rights of any third person to the extent relevant to
any of the Purchased  Assets; or (iii) any matter or condition that would render
any  representation or warranty of any of the Wainer Group or Paradigm untrue as
of the relevant date in any material respect.

                  (f) Neither the execution  nor delivery of this  Agreement nor
the consummation of the transactions  contemplated  hereby will constitute (i) a
default,  or an event that would with notice or lapse of time or both constitute
a default  under,  or (ii) a violation or breach of, the organizing or governing
instruments of any Wainer Group or any  Affiliates,  or any agreement,  license,
franchise,  mortgage, instrument or other undertaking to which any of the Wainer
Group  or  Affiliates  is a  party,  or by  which  any of the  Wainer  Group  or
Affiliates may be bound that is known to counsel, and not disclosed in Exhibit F
(Disclosure Schedule).


                                       29

<PAGE>

         10.5 Absence of Litigation.  No action,  suit, or proceeding before any
court or any  governmental  body or  authority,  pertaining  to the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened on or before the Closing Date.

         10.6 Consents.  All necessary agreements and consents of any parties to
the  consummation  of the  transactions  contemplated  by this Agreement and any
related agreement or instrument,  or otherwise pertaining to such matters, shall
have been obtained by the Wainer Group and delivered to Omnis.

         10.7  Approval  of  Documentation.   The  form  and  substance  of  all
certificates, instruments, opinions and other documents delivered to Omnis under
this Agreement shall be reasonably satisfactory to Omnis and its counsel.

         10.8 Condition of Purchased Assets. The Purchased Assets shall not have
been materially or adversely affected in any manner.

         10.9  Certification by the Wainer Group and Paradigm.  Omnis shall have
received a certificate,  dated as of the Closing Date and signed and verified by
an authorized  officer of Paradigm and each of the partners of the Wainer Group,
certifying, in such detail as Omnis and its counsel may reasonably request, that
each and all of the foregoing  conditions  of Section 10.1 through  Section 10.8
have been fulfilled.

         10.10  Patentability of the Metamorph  Software.  The Software shall be
qualified  for the  issuance of a valid and  enforceable  Letters  Patent by the
United States  Patent and Trademark  Office under United States law as to one or
more essential  element of such Software,  in the reasonable  opinion of counsel
for Omnis.


                                       30

<PAGE>

Section 11. CONDITIONS PRECEDENT TO THE WAINER GROUP PERFORMANCE

         The  obligations of the Wainer Group to sell and transfer the Purchased
Assets under this  Agreement are subject to the  satisfaction,  at or before the
Closing, of all the following conditions.  The Wainer Group may waive any or all
of these  conditions  in  writing;  provided  however  that no such  waiver of a
condition  shall  constitute  a waiver by the  Wainer  Group of any of its other
rights or remedies,  at law or in equity, if Omnis shall be in default of any of
its representations, warranties or covenants under this Agreement or any related
agreement or instrument.

         11.1   Accuracy   of  Omnis   Representations   And   Warranties.   All
representations  and  warranties by Omnis  contained in this Agreement or in any
written  statement  delivered by Omnis under this Agreement shall be true on and
as of the Closing as though such representations and warranties were made on and
as of that date.

         11.2 Omnis  Performance.  Omnis shall have  performed and complied with
all  covenants  and  agreements,  and  satisfied  all  conditions  that Omnis is
required by this Agreement to perform,  comply with or satisfy, before or at the
Closing.

         11.3 Omnis  Corporate  Approval.  Omnis shall have  received  corporate
authorization  and approval for the execution and delivery of this Agreement and
all corporate  action necessary or proper to fulfill the obligations of Omnis to
be performed under this Agreement on or before the Closing Date.

         11.4 Opinion of Omnis  Counsel.  The Wainer  Group shall have  received
from Morrison & Foerster,  LLP,  counsel for Omnis, an opinion dated the Closing
Date, in form and substance satisfactory to Omnis and its counsel, that:

                  (a) Omnis is a corporation  duly organized,  validly  existing
and in good  standing  under  the  laws of the  State  of  Delaware  and has all
necessary  corporate  power to enter  into this  Agreement  and to  perform  its
obligations hereunder; and all corporate action required to be taken on its part
to approve the execution and delivery of this  Agreement and the  performance of
its obligations hereunder has been duly taken.

                  (b) Under the laws of the State of California,  this Agreement
has been duly and validly authorized and executed and delivered by Omnis, and is
valid and binding on Omnis and enforceable in accordance with its terms,  except
as   enforcement   may  be  limited  by   applicable   bankruptcy,   insolvency,
reorganization  or similar laws  relating to or  affecting  the  enforcement  of
creditors' rights and except that the availability of equitable  remedies may be
subject to the  discretion  of a court of  competent  jurisdiction,  and further
subject to restrictions imposed by applicable securities laws.


                                       31

<PAGE>

Section 12. OBLIGATIONS AFTER THE CLOSING

         12.1 Access to Records.  From and after the  Closing,  the Wainer Group
and  Paradigm  each shall allow  Omnis and its  counsel,  accountants  and other
representatives,  such  access to records  which  after the  Closing  are in the
custody or control of the Wainer Group or its Affiliates (as the case may be) as
Omnis reasonably  requires in order to comply with its obligations under the law
or under any contracts  assumed by Omnis pursuant to this Agreement.  The Wainer
Group and Paradigm  further agrees to deliver to Omnis all additional  documents
that Omnis may  reasonably  request to evidence any  ownership of the  Purchased
Assets  (including  but  not  limited  to  non-disclosure  agreements,  employee
agreements,  and  agreements  with the Wainer  Group  consultants  by which such
consultants transferred their rights to the Wainer Group).

         12.2 Further Assurances. The Wainer Group and Paradigm each agrees both
prior and after the Closing (a) to use all reasonable  efforts to take, or cause
to be taken, all actions necessary or proper or advisable to consummate and make
effective the  transactions  contemplated by this Agreement;  (b) to execute any
documents,  instruments  or  conveyances  of any kind  which  may be  reasonably
necessary  or  advisable  to  carry  out or  perfect  any  of  the  transactions
contemplated hereunder; and (c) to reasonably cooperate with Omnis in connection
with the foregoing.

         12.3  Exclusivity.  In order for Omnis to obtain the full  benefits  of
exclusive ownership of the Software following the Closing,  each of Paradigm and
the  Wainer  Group  on their  own  behalf  and on  behalf  of  their  respective
Affiliates,  successors and assigns agrees to not manufacture or sell or license
or otherwise  distribute or transfer any software similar to the Software or any
material  component  of the Software in any  territory  for a period of five (5)
years from the Closing, other than for Omnis or its successors or assigns. These
limitations shall not supersede and shall be in addition to all other rights and
remedies of Omnis hereunder.

         12.4 Confidentiality.

                  (a) From and  after  the date of this  Agreement,  each of the
Wainer Group and Paradigm and their  respective  Affiliates  shall maintain each
and all of the Confidential  Information as confidential  and secret;  and shall
not disclose or cause the disclosure of any of the  Confidential  Information at
any time to any third person or entity for any purpose and shall  undertake  all
steps reasonably necessary to prevent such disclosure.  Each of the Wainer Group
and  Paradigm  and  their  respective  Affiliates  further  shall  not use  such
Confidential  Information  at any time for any  purpose;  and agrees that all of
their respective employees, contractors and agents shall be fully bound by these
restrictions and that said party shall liable for any breach by such person.

                  (b) These confidentiality and nondisclosure restrictions shall
not apply to information  which is or becomes generally and readily known to the
public  after the date of this  Agreement  other than as a result of a breach or
violation  of the terms  hereof by any of the Wainer  Group or  Paradigm  or any
Affiliate thereof or any employee,  contractor or agent


                                       32

<PAGE>

thereof;  or is required to be  disclosed by  involuntary  process of law; or is
specifically  approved for  disclosure by the prior written  consent of Omnis in
its sole  discretion.  The  Wainer  Group or  Paradigm  shall have the burden of
establishing the applicability of any of the foregoing exceptions.

                  (c) For these purposes "Confidential Information" collectively
means any and all technical or engineering information,  source codes, know-how,
data, designs, plans, trade secrets, inventions,  concepts, products, processes,
formulas, works in process, systems,  technologies or applications and any other
confidential or proprietary  information of Omnis,  including but not limited to
the Proprietary  Information as of and at all times  following the Closing;  and
the Proprietary  Information prior to and through the Closing.  Without limiting
the  foregoing,  no part of the Source Code or any  essential  structure  of the
Software  shall be  disclosed  by any of the Wainer  Group or  Paradigm or their
respective  Affiliates  to any third person or entity from and after the date of
this Agreement.

Section 13. COSTS AND EXPENSES

         Except as provided herein,  each of the parties shall pay all costs and
expenses  incurred or to be incurred by such party in negotiating  and preparing
this Agreement and in closing and carrying out the transactions  contemplated by
this Agreement. Each Party shall bear its own income, sales, use, value added or
other taxes in connection  with carrying out the  transactions  contemplated  by
this  Agreement;  provided  however  that  the  Wainer  Group  shall  be  solely
responsible for all valued added or related taxes under the laws of Australia or
any jurisdiction within Australia.

Section 14. PARTIES; ASSIGNMENT

         14.1 Parties in Interest. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors  and  assigns,  nor is any  provision in this  Agreement  intended to
relieve or discharge  the  obligation  or liability of any third  persons to any
party to this  Agreement,  nor shall any  provision  give any third  persons any
right of subrogation or action over against any party to this Agreement.

         14.2 Assignment. In addition to the other limitations set forth in this
Agreement, no party shall have the right to assign or transfer any of its rights
or  obligations  under this Agreement  without the written  consent of the other
party, which consent may be withheld in the sole discretion of such other party;
provided  however  that a party shall have the right to assign and  transfer its
rights  and  obligations  under  this  Agreement  to a third  person  or  entity
("Transferee") as part of the bonafide merger or consolidation or acquisition of
all or substantially all of the assets of such party with or by such Transferee,
provided  further  that (i) no party  shall  have any  right of  assignment  and
transfer  prior to the Closing  under any  circumstances,  (ii) no assignment or
transfer shall release a party from any obligation or


                                       33

<PAGE>

liability  hereunder,  and  (iii)  in the  case of any  proposed  assignment  or
transfer by Paradigm or any of the Wainer Group,  the Transferee  shall not be a
direct  competitor of Omnis or its  successor in the field of computer  software
and shall not be affiliated or related to any such direct competitor.

         14.3  Binding  Effect.   Subject  to  the  foregoing   restrictions  on
assignment, this Agreement shall be binding on and shall inure to the benefit of
the parties and their respective parents,  subsidiaries,  affiliates,  officers,
directors, employees, agents, representatives,  owners, shareholders,  partners,
heirs, devisees, spouses, legal representatives, successors and assigns, further
subject to the  restrictions  hereunder on transfer of the  licenses  granted to
Paradigm and transfer or  encumbrance  of any of the Purchased  Assets by any of
the Wainer Group or any Affiliate at any time on or prior to the Closing.

Section 15. FORCE MAJEURE

         No  party  shall  be  deemed  in  default  in  the  performance  of its
obligations  under the Agreement to the extent such  performance  is temporarily
and materially  prevented or delayed because of war,  hostilities,  riots, civil
commotion, epidemic, earthquake, accident, fire, wind, flood or any other act of
God,  or by the  order  of any  court or  governmental  authority  of  competent
jurisdiction  pursuant  to any  proceeding  not  initiated  by such party or any
Affiliate, provided that prompt notice of such force majeure shall given by such
party to each  other  party,  followed  within a  reasonable  period  of time by
written  confirmation.  In such event the  noticing  party shall be  temporarily
relieved  of its  obligations  during the period of such event to the extent its
performance is prevented by such event; provided however that if any such period
of force majeure exceeds ninety (90) days, the affected party may then terminate
this Agreement  immediately for cause by written notice in its sole  discretion;
provided  further  that if such  event of force  majeure  shall  materially  and
adversely  affect the  fundamental  rights of Omnis intended by this  Agreement,
Omnis also shall have the unilateral  right to rescind this Agreement by written
notice in its sole discretion following said ninety-day period.


                                       34

<PAGE>

Section 16. TERMINATION AND REMEDIES

         16.1 Defaults Permitting  Termination.  Either Omnis on the one hand or
the Wainer Group acting jointly on the other hand ("Notice Party") may terminate
this  Agreement  for cause by  written  notice to the other  party  ("Defaulting
Party") in the event the Defaulting Party breaches or violates any material term
or condition or representation or warranty of this Agreement; provided that said
notice clearly  identifies the alleged breach or violation and provided  further
that the  Defaulting  Party  shall have  thirty  (30) days from the date of said
notice from the Notice Party to fully cure any claimed  breach or violation.  If
the claimed  breach or violation is fully cured by the  Defaulting  Party within
the 30-day cure period, no breach or violation of this Agreement shall be deemed
to have  occurred.  If any claimed  breach or  violation is not cured within the
30-day cure period,  then upon  expiration of said period this  Agreement  shall
terminate.  Notwithstanding  the  foregoing,  the  right  to cure  shall  not be
applicable to a series of related material breaches.

         16.2  Survival  of  Covenants,  Representations,  Etc.  All  covenants,
representations  or  warranties  of a party  hereto,  whether  contained in this
Agreement  or any  Exhibit,  and any and all claims or causes of action  arising
hereunder,  shall survive the Closing and the  termination of this Agreement and
shall not terminate until the expiration of the relevant statute of limitations.
Without limiting the foregoing and in addition thereto,  any termination of this
Agreement  by Omnis as the  result of the  material  breach  (if any) of another
party  to this  Agreement  shall  not  affect  the  exclusive  ownership  of the
Purchased Assets by Omnis pursuant to Section 2 hereof. No investigation made by
any party at any time shall limit the covenants,  representations and warranties
of the parties to any extent.

         16.3 Indemnification.

                  (a) Each party  ("Indemnifying  Party") shall fully indemnify,
hold  harmless and defend each other party and its  Affiliates,  successors  and
assigns  from  and  against  any and all  claims,  actions,  causes  of  action,
liabilities, losses, damages, judgments and costs arising from or related to any
breach or violation of this Agreement by such Indemnifying Party, whether or not
caused  in  whole  or in part by the  negligence  of the  Indemnifying  Party or
indemnified  person or entity.  The  foregoing  right of  indemnity  shall be in
addition to the other rights and remedies of the indemnified party hereunder.

                  (b) In  the  event  that  Omnis  or  any  of  its  Affiliates,
licensees,  successors or assigns (collectively "Omnis Parties") are held by the
final judgment of a court of competent jurisdiction in a contested proceeding to
be liable for any damages or liabilities or other obligations of any kind or are
materially prohibited or restricted from using or distributing any material part
of the Software or other Purchased Asset based on any claim that the Software or
any other Purchased Asset infringes on or misappropriates any patent, copyright,
trade secret,  proprietary information or other legally enforceable intellectual
property   right  of  any  third   party  in  any   jurisdiction   (collectively
"Infringement  Obligations"),  whether  or not caused in whole or in part by the
negligence  of the Wainer Group or any  indemnified  person or entity,  then the
Wainer Group shall jointly and severally indemnify and hold harmless each of the
Omnis Parties from and against such Infringement  Obligations;  provided however
that such  indemnity


                                       35

<PAGE>

shall be limited to Fifty Percent  (50%) of the aggregate  fair market of all of
the Purchase Shares hereunder,  with such fair market value of such Shares being
the lesser of the fair  market  value of such  Shares as of the Closing or as of
the first date on which such  Shares  were  freely  tradeable  under  applicable
United States  securities  laws.  The foregoing  right of indemnity  shall be in
addition to the other rights and remedies of Omnis or any Omnis Party hereunder.

                  (c) Paradigm also shall  separately  indemnify,  hold harmless
and defend Omnis and its Affiliates,  licensees,  successors and assigns in full
from and  against any and all claims,  actions,  causes of action,  liabilities,
losses,  damages,   judgments  and  costs  of  any  kind  (including  reasonable
attorneys'  fees) to the  extent  based on any claim that any  Paradigm  Product
either  alone or when used in  conjunction  with any  version  of the  Metamorph
software infringes on or misappropriates  any patent,  copyright,  trade secret,
proprietary information or other legally enforceable intellectual property right
of any third party in any jurisdiction  ("Infringement  Claim"),  whether or not
caused in whole or in part by the  negligence  of  Paradigm  or any  indemnified
person or entity;  and to the extent not  indemnified  by the foregoing  Section
16(b). The foregoing right of indemnity shall be in addition to the other rights
and remedies of Omnis or any Omnis Party hereunder.

Section 17. NOTICES

         All notices,  requests,  demands,  and other  communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
or seven (7) calendar day after mailing if mailed to the party to whom notice is
to be given, by first class mail registered or certified,  postage prepaid,  and
properly addressed as follows:

If to Omnis, to:
                           Omnis Technology Corporation
                           981 Industrial Road, Building B
                           San Carlos, California 94070 USA
                           Attn: James Dorst, Chief Operating Officer
                           Facsimile No:   (650) 551-7540
                           Telephone No:  (650) 632-7114

                           with a copy to:

                           Stafford Matthews, Esq.
                           Morrison & Foerster, LLP
                           425 Market Street
                           San Francisco, California 94105 USA
                           Facsimile No:  (415) 268-7522
                           Telephone No: (415) 268-6465


                                       36

<PAGE>

If to the Wainer Group or Paradigm, to:

                           Mr. Dirk Wainer
                           Mr. Stephen Miles
                           Suite 2 No. 1 Redland Drive
                           Mitcham 3132
                           Melbourne, Australia
                           Facsimile No:   61-3-9872-6135
                           Telephone No:  61-3-9872-3533

                           with a copy to:

                           Gary Allwood, Esq.
                           Kenyons Lawyers
                           Level 1, 69 Flemington Road
                           North Melbourne 3051
                           Australia
                           Facsimile No:    61-3-9329-8874
                           Telephone No:  61-3-9329-5151

         Any party may change its address for purposes of this Section by giving
the other  parties  written  notice of the new  address  in the manner set forth
above.

Section 18. GOVERNING LAW

         This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of  California,  United  States of America,  as applied to
contracts  made and  performed  within  the  State  of  California  and  without
reference to conflicts of laws  principles.  This Agreement will not be governed
by the United  Nations  Convention  of Contracts for the  International  Sale of
Goods, the application of which is hereby expressly excluded.

Section 19. MISCELLANEOUS

         19.1 Headings; Interpretation. The subject headings of the sections and
paragraphs of this Agreement are included for purposes of convenience  only, and
shall not affect the  construction or  interpretation  of any of its provisions.
When the  context  requires,  the plural  shall  include  the  singular  and the
singular the plural, and any gender shall include all other genders.

         19.2 Entire  Agreement;  Modification;  Waiver.  This Agreement and all
Exhibits hereto  constitutes the entire  agreement among the parties relating to
the  subject  matter  hereof  and  supersedes  all  prior  and   contemporaneous
agreements,  representations,  warranties  and  understandings  of the  parties,
provided however that any confidential information under any


                                       37

<PAGE>

prior  confidentiality  agreement  between  the  parties  shall  be  part of the
Confidential  Information  hereunder.  No amendment or modification or waiver of
any provision of this Agreement shall be effective  unless in writing and signed
by authorized  representatives of both parties with reference to this Agreement.
No waiver by any party of a breach or violation of this Agreement or any failure
to exercise any right hereunder shall operate or be construed as a waiver of any
subsequent breach or violation of the same or of a different kind.

         19.3  Severability.  In the  event any part of this  Agreement  is held
invalid or unlawful by the final judgment of a court of competent  jurisdiction,
the remainder of the Agreement  shall remain in full force and effect;  provided
however that if any material part of Section 2 of this Agreement is held invalid
or  unenforceable,  then Omnis shall have the  unilateral  right to rescind this
Agreement.

         19.4 Counterparts. This Agreement may be executed simultaneously in one
or more  counterparts,  each of which shall be deemed an original,  but together
shall constitute one and the same instrument.

Section 20.  ALTERNATIVE DISPUTE RESOLUTION

         If any dispute  between  the  parties  arises out of or relates to this
Agreement,  or the  breach  or  violation  thereof,  the  parties  agree  to the
following  binding  alternative   dispute  resolution   procedures  in  lieu  of
litigation:

         20.1 Informal Meeting.  Within five (5) business days of receipt by one
party of a written  claim or notice of dispute by the other  party,  the parties
shall commence good faith negotiations to settle the dispute.

         20.2 Mediation.  If the dispute cannot be settled  through  negotiation
after ten (10) days,  the  parties  agree to attempt in good faith to settle the
dispute by prompt mediation administered by the American Arbitration Association
under its  Commercial  Mediation  Rules  before  resorting to  arbitration.  All
mediation shall be conducted in Honolulu, Hawaii, United States of America. Each
party shall bear its own costs and one-half of any mediation fees and costs.

         20.3  Arbitration.   Any  remaining   controversy  or  claim  following
mediation  shall be settled and  determined by arbitration  administered  by the
American  Arbitration  Association under its Commercial  Arbitration  Rules. All
arbitration shall be conducted in Honolulu, Hawaii, United States of America, by
a single neutral arbitrator.

         20.4 Decision of Arbitrator. The final decision of the arbitrator shall
be final and binding and  nonappealable on both parties and shall be enforceable
in any court of competent  jurisdiction.  The  arbitrator  also shall  determine
which is the  prevailing  party and  shall  include  in the award or relief  the
reasonable   attorney's  fees  and  costs  of  such  prevailing   party  in  the
arbitration.  The  arbitrator  shall  make his or her  decision  based  upon the
applicable  principles


                                       38
<PAGE>

under the governing law as herein provided,  and upon the evidence  presented by
the parties, and at the request of any party prior to conclusion of the hearing,
shall provide a written  reasoned  decision which shall include findings of fact
and conclusions of law supporting the decision.

         20.5 Proceeding to Confirm,  Correct or Vacate Award. No party shall be
precluded  hereunder  from  petitioning  a court of  competent  jurisdiction  to
confirm,  correct or vacate any award as  provided by  California  Code of Civil
Procedure Section 1285 et seq. as then amended or superseded;  and neither party
waives any right to do so under applicable law.

         20.6  Emergency  Relief.  Any party  may seek  emergency  or  temporary
injunctive remedies in any court of competent  jurisdiction in aid of its claims
for relief in the  arbitration  notwithstanding  this  agreement  to  arbitrate;
provided that such action shall not be deemed a waiver of the right to arbitrate
the merits of the dispute.

/

/

/

/

/

/


                                       39

<PAGE>

         IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on the day and year first above written.

                                    Omnis Technology corporation

Date:                               ________________________________
                                    By: James Dorst
                                    Its: Chief Operating Officer


                                    Witness:________________________




                                    PARADIGM DESIGNS SOFTWARE PTY LTD.

Date:                               ________________________________
                                    By:_____________________________
                                    Its:____________________________


                                    Witness:________________________



                                    THE WAINER GROUP

Date:                               ________________________________
                                    By:_____________________________
                                    Its:____________________________


                                    Witness:________________________




                                       40

<PAGE>

Date:                               ________________________________
                                    DIRK WAINER

                                    Witness:   _____________________



Date:                               ________________________________
                                    SHIRLEY-ANNE WAINER

                                    Witness:________________________



Date:                               ________________________________
                                    DENNIS JANOSSICH

                                    Witness:________________________



Date:                               ________________________________
                                    JOSEPH BERNARD

                                    Witness:________________________


                                       41

<PAGE>


                                CONSENT OF SPOUSE

         I, ______________________________, the spouse of  ____________________
________________________________________________________________ , have read and
approved  the  foregoing  Asset  Purchase  Agreement  between  Omnis  Technology
Corporation  ("Omnis")  and the Wainer Group and Paradigm  Designs  Software Pty
Ltd. (the  "Agreement").  In consideration of granting of rights and benefits to
my spouse under the terms and  conditions of the  Agreement,  including  certain
rights in shares of the stock of Omnis, and  acknowledging the material reliance
of  Omnis  on this  Consent,  I  hereby  irrevocably  appoint  my  spouse  as my
attorney-in-fact  in respect to the exercise of any rights  under the  Agreement
and any shares of stock or other property issued or transferred thereunder,  and
agree to be fully bound by all of the  provisions of the Agreement  insofar as I
may have any  rights  under  such  Agreement  or in any shares of stock or other
property  issued or  transferred  thereunder  under any laws relating to marital
property  or  marital  rights or  otherwise  then in  effect  in any  applicable
jurisdiction.  I further  acknowledge  that in the event of the  issuance of any
shares of stock or other property, such shares of stock or other property may be
issued solely in the name of my spouse and that neither Omnis nor its successors
shall have any other obligations with respect thereto.


Dated:  ___________________, 2000.




                      _____________________________________
                      Name: _______________________________



                                       42

<PAGE>

                                    EXHIBIT G

                   WAINER GROUP PIGGYBACK REGISTRATION RIGHTS

         1. PIGGYBACK REGISTRATION RIGHTS.

         1.1 Piggyback  Rights.  If (but without any  obligation to do so) Omnis
proposes to register any of its capital stock under the United States Securities
Act of 1933 (the  "Act") in  connection  with the public  offering of such stock
(other than (i) a registration  effected by Omnis for Astoria Capital  Partners,
LP or its  successors or assigns  (regardless  of whether  Omnis also  registers
stock for its own account in connection therewith), (ii) a registration relating
solely to the sale of  securities  to  participants  in an Omnis stock option or
stock  rights  or  stock  purchase  plan,  (iii) a  registration  relating  to a
corporate  reorganization or other transaction under Rule 145 of the Act, (iv) a
registration  on  any  form  that  does  not  include   substantially  the  same
information  as would be required to be  included  in a  registration  statement
covering the sale of the Purchase  Shares,  or (v) a  registration  in which the
only Common Stock being  registered is Common Stock issuable upon  conversion of
debt  securities  that are also being  registered),  Omnis shall,  at such time,
promptly give the Wainer Group  written  notice of such  registration.  Upon the
written  request of the Wainer Group given within thirty (30) days after mailing
of such notice by Omnis,  Omnis shall,  subject to the provisions of Section 1.4
hereof,  use  its  commercially  reasonable  efforts  to  cause  a  registration
statement to become  effective,  which includes all of the Purchase  Shares that
the Wainer  Group  requests  to be  registered  by such notice and for which the
Wainer Group (or its individual members) is then the shareholder of record. Such
Shares subject to these piggyback  registration  rights shall not include any of
the Purchase  Shares  referred to in Section 3.2(b) of the Agreement at any time
prior  to the  issuance  of  such  Shares  to the  Wainer  Group  following  the
performance  of all  applicable  obligations of the Wainer Group relating to the
Metamorph Web Version under the Agreement.  The Wainer Group  acknowledges  that
registration  of  securities  by Omnis may give rise to  piggyback  registration
rights of other  stockholders,  which may affect the  Wainer  Group's  rights as
described hereunder.

         1.2 Right to  Terminate  Registration.  Omnis  shall  have the right to
terminate or withdraw any registration  initiated by it under this Section prior
to the  effectiveness of such  registration  whether or not the Wainer Group has
elected to include securities in such registration.

         1.3  Expenses of  Registration.  All expenses  other than  underwriting
discounts and commissions incurred in connection with registrations,  filings or
qualifications  pursuant  to this  Section,  including  without  limitation  all
registration, filing and qualification fees (including Blue Sky fees), printers'
and accounting  fees, and fees and  disbursements  of counsel for Omnis shall be
borne by Omnis.  Any fees or disbursements of counsel for the Wainer Group shall
be borne by the Wainer Group.


                                       1

<PAGE>

         1.4  Underwriting   Requirements.   In  connection  with  any  offering
involving an underwriting  of shares of the capital stock of Omnis,  Omnis shall
not be required under this Section to include any of the Purchase Shares in such
underwriting  unless the Wainer Group accepts the terms of the  underwriting  as
agreed  upon  between  Omnis and the  underwriters  selected  by it (or by other
persons  entitled to select the  underwriters)  and enters into an  underwriting
agreement in customary  form with an  underwriter  or  underwriters  selected by
Omnis. If the total amount of securities,  including Purchase Shares,  requested
by  stockholders  or other  securities  holders to be included in such  offering
exceeds the amount of securities sold other than by Omnis that the  underwriters
determine  in their  sole  discretion  is  compatible  with the  success  of the
offering,  then Omnis  shall be required  to include in the  offering  only that
number of such  securities,  including  Purchase  Shares,  that the underwriters
determine  in their  sole  discretion  will not  jeopardize  the  success of the
offering  (the  securities  so  included  to be  apportioned  pro rata among the
selling stockholders  according to the total amount of securities entitled to be
included therein owned by each selling  stockholder or in such other proportions
as may be mutually agreed to by such selling stockholders).

         1.5  Information  from  the  Wainer  Group.  It  shall  be a  condition
precedent  to the  obligations  of  Omnis to take any  action  pursuant  to this
Section with respect to the Purchase  Shares that the Wainer Group shall furnish
to Omnis such  information  regarding  itself and its  individual  members,  the
Purchase  Shares held by such Group or its members,  and the intended  method of
disposition  of such  securities as shall be  reasonably  required to effect the
registration of the Purchase Shares.

         1.6 No Delay of Registration. The Wainer Group shall not have any right
to obtain or seek an  injunction  restraining  or  otherwise  delaying  any such
registration as the result of any  controversy  that might arise with respect to
the interpretation or implementation of this Section.

         2. INDEMNIFICATION

         In the  event  any  Purchase  Shares  are  included  in a  registration
statement under Section 1 hereof:

         2.1  Omnis  Indemnity.  To the  extent  permitted  by law,  Omnis  will
indemnify,  defend and hold harmless the Wainer Group, the partners or officers,
directors, stockholders, legal counsel and accountants for the Wainer Group, any
underwriter  (as defined in the Act) for the Wainer  Group and each  person,  if
any, who controls  the Wainer  Group or  underwriter,  within the meaning of the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (each an "Indemnified  Person"),  against any losses,  claims,  damages or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or any state securities  laws,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the  following  statements,  omissions or violations
(collectively  a  "Violation"):  (i) any  untrue  statement  or  alleged  untrue
statement of a material fact contained in such registration statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments  or


                                       2

<PAGE>

supplements  thereto,  (ii) the omission or alleged  omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading,  or (iii) any violation or alleged violation by Omnis of
the Securities  Act, the Exchange Act, any state  securities laws or any rule or
regulation  promulgated  under the Securities Act, the Exchange Act or any state
securities laws in connection with such  registration;  and Omnis will reimburse
each Indemnified Person for any legal or other expenses  reasonably  incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action as such  expenses are  incurred;  provided  however that the
indemnity  agreement  contained  in this  Section 2.1 shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement is effected  without the consent of Omnis (which consent shall not be
unreasonably withheld),  nor shall Omnis be liable in any such case for any such
loss, claim, damage,  liability or action to the extent that it arises out of or
is based upon a Violation  that occurs in reliance upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by any Indemnified  Person;  provided  further,  however,  that the
foregoing indemnity  agreement with respect to any preliminary  prospectus shall
not  inure to the  benefit  of any  Indemnified  Person  from  whom  the  person
asserting any such losses,  claims,  damages or liabilities  purchased shares in
the offering,  if a copy of the prospectus (as then amended or  supplemented  if
Omnis shall have furnished any  amendments or supplements  thereto) was not sent
or given by or on behalf of such Indemnified  Person to such person, if required
by law so to have been delivered, at or prior to the written confirmation of the
sale of the  shares to such  person,  and if the  prospectus  (as so  amended or
supplemented)  would  have  cured the defect  giving  rise to such loss,  claim,
damage or liability.

         2.2 Wainer Group Indemnity.  To the extent permitted by law, the Wainer
Group and each of them will  jointly and  severally  indemnify,  defend and hold
harmless Omnis,  each of its directors,  each of its officers who has signed the
registration  statement,  each person,  if any,  who  controls  Omnis within the
meaning of the Securities  Act,  legal counsel and  accountants  for Omnis,  any
underwriter,  any other  stockholder  selling  securities  in such  registration
statement  and  any  controlling   person  of  any  such  underwriter  or  other
stockholder,  against  any  losses,  claims,  damages or  liabilities  (joint or
several) to which any of the  foregoing  persons may become  subject,  under the
Securities Act, the Exchange Act or any state securities  laws,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation (but excluding clause (iii) of the definition
thereof),  in each  case  to the  extent  (and  only to the  extent)  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished  by the  Wainer  Group  expressly  for  use in  connection  with  such
registration;  and the Wainer  Group will  reimburse  any person  intended to be
indemnified  pursuant  to this  Section  2.2 for any  legal  or  other  expenses
reasonably incurred by such person in connection with investigating or defending
any such loss,  claim,  damage,  liability or action;  provided however that the
indemnity  agreement  contained  in this  Section 2.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement  is effected  without the consent of the Wainer Group (which  consent
shall not be unreasonably withheld).

         2.3 Prompt Notice  Required.  Promptly  after receipt by an indemnified
party under this Section 2 of actual knowledge of the commencement of any action
(including any governmental  action), such indemnified party will, if a claim in
respect thereof is to be


                                       3

<PAGE>

made  against  any  indemnifying  party  under this  Section  2,  deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof  and  the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to  the  parties;  provided  however  that  an  indemnified  party
(together with all other  indemnified  parties that may be  represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
2 to the extent of such prejudice, but the omission to so deliver written notice
to the indemnifying  party will not relieve it of any liability that it may have
to any indemnified party otherwise than under this Section 2.3.

         2.4 Alternative  Relief.  If the  indemnification  provided for in this
Section 2 is held by a court of competent  jurisdiction  to be unavailable to an
indemnified party with respect to any loss, liability,  claim, damage or expense
referred to herein,  then the indemnifying  party, in lieu of indemnifying  such
indemnified  party hereunder,  shall contribute to the amount paid or payable by
such indemnified  party as a result of such loss,  liability,  claim,  damage or
expense in such  proportion as is  appropriate  to reflect the relative fault of
and the relative benefits received by the indemnifying party on the one hand and
of the  indemnified  party on the other in  connection  with the  statements  or
omissions that resulted in such loss,  liability,  claim,  damage or expense, as
well as any other  relevant  equitable  considerations,  provided that no person
guilty of fraud shall be entitled to  contribution.  The  relative  fault of the
indemnifying party and of the indemnified party shall be determined by reference
to,  among other  things,  whether the untrue or alleged  untrue  statement of a
material  fact or the omission to state a material  fact relates to  information
supplied by the indemnifying  party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent  such  statement  or omission.  The  relative  benefits  received by the
indemnifying party and the indemnified party shall be determined by reference to
the net proceeds and  underwriting  discounts and commissions  from the offering
received by each such party.

         2.5  Underwriting  Agreement.  Notwithstanding  the  foregoing,  to the
extent that the provisions on indemnification and contribution  contained in the
underwriting  agreement entered into in connection with the underwritten  public
offering are in conflict  with the  foregoing  provisions of this Section 2, the
provisions in the underwriting agreement shall control.

         2.6 Survival.  The obligations of Omnis and the Wainer Group under this
Section 2 shall survive the completion of any offering of the Purchase Shares in
a registration statement under Section 1 hereof, and otherwise.


                                       4

<PAGE>

         3. NO ASSIGNMENT

         The rights to cause Omnis to register Purchase Shares hereunder may not
be assigned or  transferred by the holder thereof at any time other than by Will
or the laws of descent and  distribution  upon the death of the holder (and only
then subject to all related obligations).

         4. TERMINATION OF REGISTRATION RIGHTS

         The Wainer Group shall not be entitled to exercise  any right  provided
for in Section 1 hereof  after three (3) years  following  the Closing  Date (as
defined in the Agreement),  or such earlier time at which all Purchase Shares of
the  relevant  holder  can be  sold  in  any  three  (3)  month  period  without
registration in compliance with Rule 144 of the Act.


                                       5