STOCK PURCHASE AGREEMENT


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                                TABLE OF CONTENTS
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<S>                                                                                               <C>
                                                                                                  Page

ARTICLE I            SALE OF SHARES..................................................................1
           1.01      Purchase and Sale of the Shares.  ..............................................1
                     (a)       Basic Transaction.....................................................1
                     (b)       Preliminary Purchase Price............................................1
                     (c)       The Closing...........................................................2
                     (d)       Preparation of Adjustment Date Balance Sheet..........................2
                     (e)       Adjustment to Preliminary Purchase Price.  ...........................3
           1.02      Additional Consideration........................................................3
                     (a)       ......................................................................3
                     (b)       Definitions...........................................................3
                     (c)       Calculation of Additional Consideration...............................6
                     (d)       Preparation of the Valuation Statement................................7
                     (e)       Purchase Right........................................................7
           1.03      Dispute Resolution..............................................................8
           1.04      Deliveries by the LLC...........................................................9
           1.05      Deliveries by TelePad and the Buyer............................................10
           1.06      Further Assurances.............................................................11

ARTICLE II           REPRESENTATIONS AND WARRANTIES
                       OF THE COMPANY AND THE LLC ..................................................11
           2.01      Capital Stock..................................................................11
           2.02      Investments....................................................................11
           2.03      Corporate Organization; Etc....................................................12
           2.04      Authorization; Etc.............................................................12
           2.05      Restrictive Documents..........................................................13
           2.06      Consents.......................................................................13
           2.07      Books and Records..............................................................13
           2.08      Bank Accounts and Powers of Attorney...........................................13
           2.09      Financial Statements...........................................................14
           2.10      Accounting Records; Internal Controls; Absence of Certain Payments.............14
                     (a)       Accounting Records...................................................14
                     (b)       Data Processing; Access..............................................15
           2.11      Title to Properties; Encumbrances..............................................15
           2.12      Real Property..................................................................15
           2.13      Absence of Certain Changes.....................................................15
           2.14      Accounts Receivable............................................................16
           2.15      Leases.........................................................................16
           2.16      Assets.........................................................................16
           2.17      Patents, Trademarks, Trade Names, Etc..........................................17

                                       -i-

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           2.18      Government Contracts and Proposals.  ..........................................17
           2.19      Other Contracts and Commitments................................................19
           2.20      Customers and Suppliers........................................................20
           2.21      Labor Difficulties.............................................................20
           2.22      Personnel......................................................................21
           2.23      Employee Benefit Plans.........................................................21
                     (a)       List of Plans........................................................21
                     (b)       Status of Plans......................................................21
                     (c)       Contributions........................................................22
                     (d)       Tax Qualification....................................................22
                     (e)       Compliance With Tax Reform Act of 1986...............................22
                     (f)       Transactions.........................................................22
                     (g)       Triggering Events....................................................23
                     (h)       Other Plans..........................................................23
                     (i)       Documents............................................................23
                     (j)       Terminated Plan......................................................23
           2.24      Litigation.....................................................................24
           2.25      Compliance with Law............................................................24
           2.26      Permits........................................................................24
           2.27      Dividends and Other Distributions..............................................25
           2.28      Undisclosed Liabilities........................................................25
           2.29      Taxes..........................................................................25
           2.30      Insurance......................................................................25
           2.31      Environmental Laws and Regulations.............................................25
           2.32      Absence of Certain Payments....................................................26
           2.33      Insider Interests..............................................................27
           2.34      Brokers and Finders............................................................27
           2.35      Product or Service Liability...................................................27
           2.36      Governmental Interaction.......................................................27
           2.37      Security Matters...............................................................28
           2.38      Government Furnished Property..................................................28
           2.39      Estimates......................................................................28
           2.40      Disclosure.....................................................................28

ARTICLE III          REPRESENTATIONS AND WARRANTIES OF
                       THE LLC RELATING TO THE SHARES...............................................28
           3.01      Ownership......................................................................28
           3.02      Title..........................................................................29
           3.03      Right to Transfer..............................................................29
           3.04      All Shares.....................................................................29
           3.05      Binding Agreement..............................................................29
           3.06      Conflicts......................................................................29
           3.07      Investment.....................................................................29

                                      -ii-

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ARTICLE IV           REPRESENTATIONS AND WARRANTIES OF
                       TELEPAD AND THE BUYER........................................................30
           4.01      Corporate Organization; Etc....................................................30
           4.02      Authorization; Etc.............................................................30
           4.03      No Violation...................................................................30
           4.04      Brokers and Finders............................................................31
           4.05      SEC Filings....................................................................31
           4.06      Absence of Certain Changes or Events...........................................31
           4.07      Litigation.....................................................................31
           4.08      Solvency.......................................................................31
           4.09      Assets.........................................................................31
           4.10      Information Received...........................................................32

ARTICLE V            PRE-CLOSING COVENANTS AND AGREEMENTS...........................................32
           5.01      Conduct of Company's Business..................................................32
           5.02      Conduct of TelePad's and the Buyer's Business..................................33
           5.03      Inspections and Confidentiality................................................34
           5.04      Announcements and Federal Securities Law Matters...............................36
           5.05      Notification of Certain Matters................................................36
           5.06      Permits and Approvals..........................................................36
           5.07      Additional Agreements..........................................................37

ARTICLE VI           SURVIVAL OF REPRESENTATIONS AND
                     WARRANTIES; INDEMNIFICATION....................................................37
           6.01      Survival of Representations....................................................37
           6.02      Statements as Representations..................................................37
           6.03      Indemnification Provisions for Benefit of TelePad and the Buyer................37
           6.04      Indemnification Provisions for Benefit of the LLC..............................38
           6.05      Matters Involving Third Parties................................................38

ARTICLE VII  POST-CLOSING COVENANTS AND AGREEMENTS..................................................40
           7.01      Board Composition..............................................................40
           7.02      Investment Obligations.........................................................40
           7.03      Delivery and Maintenance of Short Term Letter of Credit........................40
           7.04      Delivery and Maintenance of Long Term Letter of Credit.........................41
           7.05      Tax Matters....................................................................41
                     (a)       Tax Periods Ending on or Before the Closing Date.....................41
                     (b)       Tax Periods Beginning Before and Ending After the Closing Date.......42
                     (c)       Cooperation on Tax Matters...........................................42
                     (d)       Tax Sharing Agreements...............................................43
                     (e)       Certain Taxes........................................................43


                                      -iii-

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ARTICLE VIII  DISPUTES; ARBITRATION.................................................................43
           8.01      Disputes Generally.............................................................43
           8.02      Selection of Arbitrator(s).....................................................43
           8.03      Decision of Arbitrators........................................................43
           8.04      Expense of Arbitration.........................................................44

ARTICLE IX           MISCELLANEOUS PROVISIONS.......................................................44
           9.01      Amendment and Modifications....................................................44
           9.02      Waiver of Compliance...........................................................44
           9.03      Expenses.......................................................................44
           9.04      Reasonable Efforts; Further Assurances.........................................44
           9.05      Remedies; Waiver...............................................................44
           9.06      Knowledge Convention...........................................................45
           9.07      Notices........................................................................45
           9.08      Assignment.....................................................................46
           9.09      Governing Law..................................................................46
           9.10      Counterparts...................................................................46
           9.11      Construction...................................................................46
           9.12      Entire Agreement...............................................................46
           9.13      Third Parties..................................................................47
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EXHIBITS

           EXHIBIT A  -  Form of Buyer Note
           EXHIBIT B  -  Illustration of Calculation of Additional Consideration
           EXHIBIT C  -  Form of Pledge Agreement
           EXHIBIT D  -  List of Directors




                                      -iv-


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                            STOCK PURCHASE AGREEMENT
                            ------------------------


           This STOCK PURCHASE  AGREEMENT (this "Agreement") is made and entered
into as of this 27th day of January,  1997, by and among TelePad Corporation,  a
Delaware  corporation  ("TelePad"),   TelePad  Acquisition,   Inc.,  a  Delaware
corporation  (the  "Buyer"),  and  Federal  Computer  Corporation,   a  Virginia
corporation (the "Company"),  Hartland Group,  LLC, a Virginia limited liability
company (the "LLC").


                              W I T N E S S E T H:
                              --------------------

           WHEREAS, immediately prior to the execution of this Agreement Charles
F. Crowe,  William E. Hummel, R. Joseph Market, R. Wayne Talley, Louis J. Fisher
and  George R.  Blick  (individually,  a  "Stockholder"  and  collectively,  the
"Stockholders")  owned (a) in the aggregate 3,295 shares of the Company's common
stock,  par  value  $.10 per  share  (the  "Shares"),  constituting  100% of the
Company's  issued and outstanding  capital stock, and (b) transferred the Shares
to the LLC as a capital contribution.

           WHEREAS, the Stockholders own all of the interests in the LLC;

           WHEREAS,  the LLC desires to sell, and the Buyer desires to purchase,
the Shares pursuant to this Agreement.

           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants and  agreements  hereinafter  set forth,  the parties  hereto agree as
follows:


                                    ARTICLE I

                                 SALE OF SHARES

     1.01 Purchase and Sale of the Shares.
          -------------------------------

          (a) Basic  Transaction.  On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the LLC, and the LLC agrees to
sell to the Buyer,  all of the Shares for the  consideration  specified below in
this Article I.

          (b) Preliminary  Purchase Price. The Buyer agrees to pay to the LLC at
the Closing $10 million (the  "Preliminary  Purchase  Price") by delivery of (i)
cash in the  amount  of $5.3  million  by wire  transfer  or other  delivery  of
immediately available funds and (ii) its promissory note in the principal amount
of $4.7 million in the form of Exhibit A attached hereto (the "Buyer Note"). The
Preliminary  Purchase  Price will be subject to  post-closing  adjustment as set
forth below in this Article I.


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          (c) The Closing. The closing of the transactions  contemplated by this
Agreement (the  "Closing")  shall take place at the offices of Arent Fox Kintner
Plotkin  &  Kahn,  1050  Connecticut  Avenue,  N.W.,  Washington,   D.C.  20036,
concurrent with the  satisfaction  of the Closing  Condition (as defined below).
The  "Closing  Condition"  shall be the delivery by the Buyer to the LLC by wire
transfer  or other  immediately  available  funds,  of $15 million in cash on or
before the date (the  "Closing  Date")  which is the earlier of (i) ten business
days after  TelePad has  received on a  cumulative  basis since the date of this
Agreement at least $15 million in net proceeds  from the issuance of its capital
stock,  including  pursuant  to the  exercise of warrants or options to purchase
such  capital  stock,  or (ii) August 1, 1997.  If the Closing  Condition is not
satisfied on or before the Closing Date, this Agreement and all other agreements
executed  pursuant  hereto shall,  absent fraud or other material breach of this
Agreement by a party hereto,  become void and have no effect, and there shall be
no obligations or liability on the part of any party or its respective officers,
directors and members; provided that the obligations of the parties contained in
Sections 5.03, 5.04 and 9.03 shall survive such termination.

          (d) Preparation of Adjustment Date Balance Sheet.

                    (i) No later than 60 days after the Closing Date,  the Buyer
          will prepare and deliver to the LLC a draft consolidated balance sheet
          (the "Draft  Adjustment  Date Balance  Sheet") for the Company and its
          subsidiaries  as of the close of business on the last day of the month
          ending  immediately prior to the Closing Date (the "Adjustment  Date")
          for the  purpose of  determining  the amount by which the  Preliminary
          Purchase Price will be adjusted (the "Adjustment  Amount").  The Buyer
          will prepare the Draft  Adjustment  Date Balance  Sheet in  accordance
          with  generally  accepted  accounting  principles of the United States
          ("GAAP")  applied on a basis  consistent  with the  preparation of the
          Company's financial  statements referred to in Section 2.09; provided,
          however,  that  assets,  liabilities,   gains,  losses,  revenues  and
          expenses in interim  periods or as of dates other than year-end (which
          normally are determined  through the application of so-called  interim
          accounting conventions or procedures) will be determined, for purposes
          of the Draft  Adjustment Date Balance Sheet,  through full application
          of the  procedures  used in preparing  the Company's  audited  balance
          sheet as of October 31, 1996. The LLC shall  cooperate  fully with the
          Buyer at Buyer's  reasonable  request in the  preparation of the Draft
          Adjustment Date Balance Sheet.

                    (ii) If the LLC has any  objections to the Draft  Adjustment
          Date Balance Sheet,  it will deliver a reasonably  detailed  statement
          describing its objections to the Buyer within 30 days after  receiving
          the Draft Adjustment Date Balance Sheet. If the LLC does not so object
          within such period,  such Draft Adjustment Date Balance Sheet shall be
          deemed final and conclusive with respect to the  determination  of the
          Adjustment  Amount.  If the LLC does object  within such  period,  the
          Buyer  and the  LLC  will  use  reasonable  efforts  to  resolve  such
          objections  themselves  before  resorting  to the  dispute  resolution
          procedures set forth in Section 1.03.

                                       -2-

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          (e) Adjustment to Preliminary Purchase Price.

                    (i) For  purposes of this  Section  1.01(e),  the  following
          terms shall have the following meanings:

                    "Consolidated  Net Worth" means the excess of the  Company's
          total consolidated  assets over its total consolidated  liabilities as
          shown on the Adjustment Date Balance Sheet.

                    "Net Worth  Excess"  means the amount,  if any, by which the
          Consolidated Net Worth exceeds $5,350,000.

                    "Net Worth  Deficiency"  means the amount,  if any, by which
          $5,250,000 exceeds the Consolidated Net Worth.

                    (ii) If there is a Net Worth Excess,  the Adjustment  Amount
          shall  equal the Net Worth  Excess  and  TelePad  shall make an equity
          contribution to the Buyer in the amount of the Adjustment Amount (plus
          interest  thereon at the rate of 8.5% per annum from the Closing Date)
          and the Buyer  shall pay such  amount to the LLC by wire  transfer  or
          other  delivery of immediately  available  funds within ten days after
          the date on which the Adjustment Amount is finally determined pursuant
          to this Article I.

                    (iii) If there is a Net  Worth  Deficiency,  the  Adjustment
          Amount shall equal the Net Worth  Deficiency and the LLC shall pay the
          Adjustment Amount (plus interest thereon at the rate of 8.5% per annum
          from the Closing Date) to TelePad by wire  transfer or other  delivery
          of immediately available funds within ten days after the date on which
          the Adjustment Amount is finally  determined  pursuant to this Article
          I.

The  Preliminary  Purchase  Price as so  adjusted  is  referred to herein as the
"Initial  Purchase  Price."  The  Initial  Purchase  Price  plus the  Additional
Consideration  determined in accordance  with Section 1.02 is referred to herein
as the "Purchase Price."

     1.02 Additional Consideration.
          ------------------------

          (a) As additional  consideration  for the purchase of the Shares,  the
Buyer  agrees  to pay  the  Additional  Consideration  to the LLC in cash on the
Payment Date by wire transfer or other delivery of immediately available funds.

          (b)  Definitions.  For purposes of this Section  1.02,  the  following
terms shall have the following meanings:


                                       -3-

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          "Additional  Consideration"  means the amount determined in accordance
with Section 1.02(c).

           "Company  Value"  means the Value of the  Company  on a  consolidated
basis excluding the Investment Subsidiary.

          "Consolidated   Value"   means  the  Value  of  the  Company  and  its
subsidiaries, including the Investment Subsidiary.

           "Initial  Public  Offering"  means  an  initial  underwritten  public
offering of the Company's or the Buyer's  capital  stock,  registered  under the
Securities Act of 1933, as amended,  on a registration  statement on Form S-1 or
SB-2.

           "Investment Subsidiary" means the subsidiary,  if any, of the Company
formed for the purpose of investing the Investment  Amount as defined in Section
1.02(c)(ii).

           "Net Worth" means, as of the Valuation Date, an Entity's total assets
less its total  liabilities,  as determined in accordance with GAAP applied on a
consistent basis.

           "Payment  Date"  means 10 days after the final  determination  of the
Additional Consideration pursuant to this Section 1.02.

          "Subsidiary  Value" means the Value of the Investment  Subsidiary on a
stand-alone basis.

           "Trailing   EBITDA"  means,  for  the  12-month  period   immediately
preceding the Valuation Date, the Entity's net income from continuing operations
and discontinued  operations  (i.e.,  income after applicable  income taxes, but
excluding  extraordinary items and the cumulative effect of accounting changes),
determined in accordance  with GAAP applied on a consistent  basis,  adjusted as
follows: (i) add interest and other finance charges expensed,  (ii) add non-cash
charges for depreciation and amortization  expensed,  and (iii) add income taxes
expensed.

           "Trailing  Net Income"  means,  for the 12-month  period  immediately
preceding  the  Valuation  Date,  the  Entity's  net income,  as  determined  in
accordance with GAAP applied on a consistent basis.

           "Transfer of Control"  means the  happening  of any of the  following
events:  (a) except for an Excluded  Person (as defined  below),  any  "person,"
including a "group,"  as such terms are  defined in Sections  13(d) and 14(d) of
the  Securities  Exchange  Act of 1934,  as amended,  and the rules  promulgated
thereunder  (collectively the "Exchange Act"),  becomes the beneficial owner, as
defined under the Exchange Act,  directly or indirectly,  whether by purchase or
acquisition  or agreement to act in concert or otherwise,  of 45% or more of the
Company's or the Buyer's outstanding capital stock; or (b) except in the case of
a merger or consolidation in which (i) the Company or the Buyer is the surviving
corporation and (ii) Excluded Persons beneficially own,

                                       -4-

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directly  or  indirectly,  more  than 66 2/3% of the  Company's  or the  Buyer's
outstanding  capital stock immediately  after such merger or consolidation,  the
Company or the Buyer, as the case may be,  consummates a merger,  consolidation,
liquidation or sale of all or substantially  all of the Company's or the Buyer's
assets.  An "Excluded  Person" shall mean TelePad or any wholly owned subsidiary
of TelePad including the Buyer.

           "Valuation  Date" means the earliest to occur of (a) the consummation
by the Company or the Buyer of the Initial  Public  Offering;  (b) the effective
date of a Transfer of Control;  (c) the third  anniversary  of the Closing Date,
provided  that the date set forth in this clause (c) may be extended in one-year
increments by the LLC in its sole  discretion  (i) to the fourth  anniversary of
the Closing Date upon written  notice  thereof  received by the Buyer during the
30-day period ending 180 days before the third  anniversary  of the Closing Date
and, provided the first one-year  extension has been elected,  (ii) to the fifth
anniversary  of the Closing Date upon  written  notice  thereof  received by the
Buyer during the 30-day period ending 180 days before the fourth  anniversary of
the Closing Date; (d) the effective date of the termination of William  Hummel's
employment  (i) by the Company  "without  cause" (as  defined in his  employment
agreement to be executed pursuant to Section 1.04(i)), or (ii) by Mr. Hummel due
to (A) a change in his duties or title materially inconsistent with his position
and status  with the Company as of the  Closing  Date or (B) a reduction  in the
base salary or benefits to which he is entitled under such employment agreement,
provided  that the LLC  delivers to TelePad  written  notice of its  election to
treat  any such  event as a  Valuation  Date  hereunder  within  10 days of such
effective  date; or (e) the date as of which  designees or appointees of the LLC
no longer  comprise a majority of the Company's board of directors (the "Board")
(other  than as a  result  of the  death or  resignation  of such  designees  or
appointees  where the LLC elects  not to fill the  vacancies  created  thereby),
provided  that the LLC  delivers to TelePad  written  notice of its  election to
treat such event as a Valuation Date hereunder within 10 days of such date.

           "Value"  means,  as it applies to (a) the  Company on a  consolidated
basis  including the  Investment  Subsidiary,  (b) the Company on a consolidated
basis excluding the Investment Subsidiary, or (c) the Investment Subsidiary on a
stand-alone basis (in each case, an "Entity"),  one of the following amounts, as
elected  by  the  LLC  pursuant  to  Section  1.01(d)(i),  determined  as of the
Valuation Date:

                    (i) one-third of the sum of (x) the Entity's Trailing EBIDTA
          multiplied by five, (y) the Entity's Trailing Net Income multiplied by
          13, and (z) the Entity's Net Worth  multiplied  by two  (collectively,
          the "Internal Value"); or

                    (ii) an external  valuation of the Entity resulting from the
          Initial Public Offering ("IPO Value"); or

                    (iii) an external  valuation of the Entity  resulting from a
          Transfer of Control ("Transfer of Control Value").


                                       -5-

<PAGE>



          (c)  Calculation  of  Additional  Consideration.  The  amount  of  the
Additional Consideration shall be determined as follows:

                    (i) If TelePad has not yet made an investment in the Company
          pursuant to Section 7.02, the Additional Consideration shall equal the
          sum of (A) the amount,  up to a maximum of $16  million,  by which the
          Company Value exceeds the Initial  Purchase  Price and (B) the product
          (the "Back-End  Amount")  obtained by multiplying (i) .6154 times (ii)
          the amount,  if any, by which the Company Value exceeds the sum of the
          Initial Purchase Price and $16 million.

                    (ii) If  TelePad  has  made  an  investment  in the  Company
          pursuant to Section 7.02 (the  "Investment  Amount"),  the  Additional
          Consideration  shall equal either of the following amounts, as elected
          by the LLC, in its sole discretion, in accordance with Section 7.02.

                              (A) the sum of (i) the amount,  up to a maximum of
                    $16 million, by which the Consolidated Value exceeds the sum
                    of (x) the  Initial  Purchase  Price and (y) the  Investment
                    Amount  plus  a  return  thereon  equal  to  25%  compounded
                    annually,  and (ii) the product  obtained by multiplying (x)
                    .6154   times  (y)  the   amount,   if  any,  by  which  the
                    Consolidated  Value  exceeds  the  sum  of (1)  the  Initial
                    Purchase  Price,  (2) $16  million  and  (3) the  Investment
                    Amount plus a return equal to 25% compounded annually; or


                              (B) (i) the sum of (x) the amount, up to a maximum
                    of $16  million,  by which the  Company  Value  exceeds  the
                    Initial Purchase Price, and (y) the Back-End Amount; plus

                                        (ii) the Subsidiary  Value multiplied by
                              a  fraction,  the  numerator  of which  equals the
                              amount, up to $16 million, by which the Subsidiary
                              Value  exceeds  the  Investment  Amount,  and  the
                              denominator   of  which  equals  the  sum  of  the
                              numerator,  the Investment  Amount and the Initial
                              Purchase Price.

                                        (iii) Notwithstanding the foregoing,  if
                              the obligation to pay the Additional Consideration
                              accrues  pursuant  to clause  (d) or (e) under the
                              definition of "Valuation  Date", the amount of the
                              Additional  Consideration  shall  equal the amount
                              which,  if invested on the Valuation  Date with an
                              annual return of 8.5 percent  compounded  monthly,
                              would   equal   $16   million   as  of  the  third
                              anniversary of the Closing Date.

                                        (iv)  Examples  of the  manner  in which
                              Additional  Consideration  is  calculated  are set
                              forth in Exhibit B hereto.

                                       -6-

<PAGE>




          (d) Preparation of the Valuation Statement.
              --------------------------------------

                    (i) Within 30 days after the Valuation  Date,  the LLC shall
          deliver a written notice to the Buyer setting forth which of the three
          methods set forth in Section  1.02(b) for  determining  Value is to be
          used  in  the   determination   of  the   amount  of  the   Additional
          Consideration. Within 30 days of receiving such notice, the Buyer will
          prepare and deliver to the LLC a draft valuation statement (the "Draft
          Valuation  Statement")  setting  forth the  amount  of the  Additional
          Consideration,  determined  in accordance  with Section  1.02(c)(i) or
          (ii), as applicable,  including a detailed  statement as to the manner
          in which such amount was determined.

                    (ii) If the LLC has any  objections  to the Draft  Valuation
          Statement,  it will deliver a reasonably detailed statement describing
          its  objections to the Buyer within 30 days after  receiving the Draft
          Valuation Statement. If the LLC does not so object within such period,
          such Draft  Valuation  Statement  shall be deemed final and conclusive
          with respect to the determination of the Additional Consideration.  If
          the LLC does object within such period, the Buyer and the LLC will use
          reasonable  efforts  to  resolve  such  objections  themselves  before
          resorting to the dispute  resolution  procedures  set forth in Section
          1.03.

          (e) Purchase Right.

                    (i) If the  Company  receives  written  notice of a proposed
          bona fide Transfer of Control, the LLC may elect, by written notice to
          the Buyer  (the  "Purchase  Notice")  delivered  within 10 days of the
          LLC's  receipt  of  notice of such  Transfer  of  Control,  in lieu of
          receiving the  Additional  Consideration  after the  occurrence of the
          Transfer of Control,  to purchase the Shares from the Buyer,  prior to
          the  earlier  of the  occurrence  of the  Transfer  of  Control or the
          disposition  of such  Shares  in  connection  with  such  Transfer  of
          Control,  for an amount  (the "Offer  Amount")  equal to the amount by
          which  the   Transfer  of  Control   Value   exceeds  the   Additional
          Consideration.

                    (ii) If the  Additional  Consideration  is determined  based
          upon the  Valuation  Date  occurring  on the  third,  fourth  or fifth
          anniversary  date of the  Closing  Date,  as  applicable,  the LLC may
          elect, by written notice to the Buyer (the "Purchase Notice"), in lieu
          of receiving the Additional Consideration, to purchase the Shares from
          the Buyer on or before  the  Payment  Date for an amount  (the  "Offer
          Amount")  equal to the amount by which the Internal  Value exceeds the
          Additional Consideration.

                    (iii) If the LLC  elects to  purchase  the  Shares  from the
          Buyer pursuant to clause (i) or (ii) above,  the Buyer may,  within 10
          days of its  receipt  of the  Purchase  Notice,  deliver to the LLC an
          offer  (the  "Counterproposal")  to  pay to the  LLC  an  amount  (the
          "Counterproposal  Amount") in excess of the  Additional  Consideration
          that would

                                       -7-

<PAGE>



          have been  payable  to the LLC absent  such  election  (the  "Original
          Amount").  Within 10 days of its receipt of the  Counterproposal,  the
          LLC  shall  deliver a written  notice to the Buyer (a)  accepting  the
          Counterproposal, or (b) electing to purchase the Shares from the Buyer
          for a purchase  price which  exceeds the Offer  Amount by an amount in
          excess of the difference  between the  Counterproposal  Amount and the
          Original Amount.  The failure of the LLC to timely deliver such notice
          shall be deemed to be an acceptance of the Counterproposal.

                    (iv)  Payments  by the Buyer to the LLC or by the LLC to the
          Buyer  pursuant  to  this  Section  1.02(e)  shall  be in cash by wire
          transfer or other delivery of immediately available funds.

                    (v) The  rights  set  forth in this  Section  1.02(e)  shall
          expire  upon  the  fixing  of a  Valuation  Date  as a  result  of the
          occurrence of the Initial Public Offering.

     1.03 Dispute Resolution.
          ------------------

          (a) If the  parties  do not obtain a final  resolution  within 30 days
after the Buyer has received the  statement  of  objections  with respect to the
Draft  Adjustment  Date Balance Sheet or the Draft Valuation  Statement,  as the
case may be,  the Buyer  and the LLC will  select an  accounting  firm  mutually
acceptable to them to resolve any remaining objections. If the Buyer and the LLC
are  unable to agree on the choice of an  accounting  firm,  they will  select a
nationally-recognized  accounting firm by lot (after  excluding their respective
regular  outside  accounting  firms).  The Buyer shall provide to the accounting
firm  access  to  all  information  and  personnel  reasonably  relevant  to the
calculation  in dispute.  The parties shall not be bound by or restricted to the
claims theretofore made or the positions theretofore asserted. The Buyer and the
LLC shall each be free to assert such claims,  take such positions and submit to
the  accounting  firm such  additional  documentary  or other  evidence  as such
parties  or  party  may  desire  (subject  only to such  rules of  procedure  or
determinations  of materiality  and relevance as the accounting  firm may make).
The  determination  of any  accounting  firm so  selected  will be set  forth in
writing and will be  conclusive  and binding  upon the  parties.  The Buyer will
revise the Draft Adjustment Date Balance Sheet or the Draft Valuation  Statement
as appropriate to reflect the resolution of any objections  thereto  pursuant to
this Section  1.03(a).  The "Adjustment Date Balance Sheet" shall mean the Draft
Adjustment  Date Balance Sheet together with any revisions  thereto  pursuant to
this Section 1.03(a).

          (b) If the parties submit any  unresolved  objections to an accounting
firm for resolution as provided in Section  1.03(a),  the Buyer and the LLC will
share  responsibility  for the  fees  and  expenses  of the  accounting  firm as
follows:

                    (i) if the  accounting  firm resolves all of the  unresolved
          objections  in favor  of the  Buyer  (the  Consolidated  Net  Worth or
          Additional Consideration so

                                       -8-

<PAGE>



          determined is referred to herein as the "Low Value"),  the LLC will be
          responsible for all of the fees and expenses of the accounting firm;

                    (ii) if the  accounting  firm resolves all of the unresolved
          objections  in  favor  of the  LLC  (the  Consolidated  Net  Worth  or
          Additional  Consideration  so  determined is referred to herein as the
          "High Value"),  the Buyer will be responsible  for all of the fees and
          expenses of the accounting firm; and

                    (iii) if the accounting firm resolves some of the unresolved
          objections  in  favor  of the  Buyer  and the  rest of the  unresolved
          objections  in  favor  of the  LLC  (the  Consolidated  Net  Worth  or
          Additional  Consideration  so  determined is referred to herein as the
          "Actual Value"),  the LLC will be responsible for that fraction of the
          fees and expenses of the  accounting  firm equal to (A) the difference
          between  the High Value and the Actual  Value over (B) the  difference
          between  the High  Value  and the Low  Value,  and the  Buyer  will be
          responsible for the remainder of the fees and expenses.

          (c) The Buyer will make the work papers and back-up  materials used in
preparing  the Draft  Adjustment  Date  Balance  Sheet  and the Draft  Valuation
Statement  available to LLC and its  accountants  and other  representatives  at
reasonable  times  and  upon  reasonable  notice  at any  time  during  (i)  the
preparation by the Buyer of the Draft Adjustment Date Balance Sheet or the Draft
Valuation  Statement,  (ii) the review by the LLC of the Draft  Adjustment  Date
Balance Sheet or the Draft  Valuation  Statement and (iii) the resolution by the
parties of any objections thereto.

     1.04  Deliveries  by the LLC.  At the  Closing,  the LLC shall  deliver  to
           ---------------------
TelePad and the Buyer:

          (a) the certificates  representing the Shares, duly endorsed in blank,
or  accompanied  by stock  powers duly  executed  in blank by the LLC,  with all
necessary  transfer  taxes and revenue  stamps,  acquired at the LLC's  expense,
affixed and cancelled;

          (b) all  required  consents,  approvals  and  Permits  (as  defined in
Section 2.26) listed in Sections 2.06 and 2.26 of the Disclosure Schedule,  each
in form and substance reasonably satisfactory to TelePad and the Buyer;

          (c)  evidence of  termination  effective as of the Closing Date of the
Stockholder  Agreement  dated as of July 25, 1996, as amended,  by and among the
Company and the Stockholders;

          (d) a release,  executed by each of the Stockholders,  the LLC and the
Company, as agreed to in accordance with Section 5.07 (the "Release").


                                       -9-

<PAGE>



          (e) certificates from appropriate  authorities,  dated the most recent
practicable  date, as to the good standing and  qualification  to do business of
each of the Company and the LLC in each jurisdiction where it is so qualified;

          (f) copies of (i) the Company's Articles of Incorporation certified by
the  State  Corporation  Commission  of  Virginia,  (ii)  the  Company's  Bylaws
certified  by  the  Company's   Secretary  and  (iii)  the  LLC's   Articles  of
Organization   and   Operating   Agreement   certified  by  a  duly   authorized
representative, in each case as in effect on the Closing Date;

          (g) a Stock Pledge, Assignment and Security Agreement, executed by the
LLC, in the form of Exhibit C hereto (the "Pledge Agreement");

          (h) a tax sharing agreement between the Company and TelePad,  executed
by the Company, in a form satisfactory to the Company and Telepad;

          (i) an executed  employment  agreement between the Company and William
Hummel, in a form satisfactory to TelePad and the LLC;

          (j) an assignment of the Company's life insurance  policies on each of
the Stockholders, executed by the Company, in a form satisfactory to the LLC;

          (k) executed  amendments,  if any, to existing  employment  agreements
with the Stockholders other than William Hummel, as agreed to in accordance with
Section 5.07; and

          (l) all other  documents  specified  in this  Agreement,  or otherwise
agreed  to by the  parties  to be  delivered  by the  LLC on the  date  of  this
Agreement.

     1.05 Deliveries by TelePad and the Buyer.  At the Closing,  TelePad and the
          -----------------------------------
Buyer, as applicable, shall deliver to the LLC:

          (a) the executed Buyer Note;

          (b) the Pledge Agreement executed by TelePad and the Buyer in the form
of Exhibit C hereto, along with the Buyer's Certificate  representing the Shares
and TelePad's certificate representing all of the issued and outstanding capital
stock of the Buyer; and

          (c) certificates from appropriate  authorities,  dated the most recent
practicable  date, as to the good standing and  qualification  to do business of
each of TelePad and the Buyer in each jurisdiction where it is so qualified;

          (d) or each of TelePad and the Buyer, copies of its (i) certificate of
incorporation  certified by the  Secretary of State of the State of Delaware and
(ii) bylaws certified by its secretary, in each case as in effect on the Closing
Date;

                                      -10-

<PAGE>




          (e) a tax sharing agreement between the Company and TelePad,  executed
by TelePad, in a form satisfactory to TelePad and the Company; and

          (f) all other  documents  specified  in this  Agreement,  or otherwise
agreed to by the parties, to be delivered by TelePad or the Buyer on the date of
this Agreement.

     1.06  Further  Assurances.  From  time  to  time  after  the  date  of this
           -------------------
Agreement, each party hereto will, at the request of any other party but without
further consideration, execute and deliver such other and further instruments of
sale, assignment, transfer and conveyance and take such other and further action
as such other party may  reasonably  request in order to carry out and implement
the transactions contemplated herein.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                           OF THE COMPANY AND THE LLC

     The Company has  delivered to TelePad and the Buyer prior to the  execution
of this Agreement,  a disclosure schedule (the "Disclosure Schedule") containing
information about the Company and identifying  certain documents relating to the
Company.  The Company and the LLC, jointly and severally,  represent and warrant
to TelePad and the Buyer as follows:

     2.01 Capital Stock. The Company has an authorized capitalization consisting
          -------------
of 20,000 shares of capital stock, including 10,000 shares of common stock, $.10
par  value,  3,295 of which are  issued and  outstanding,  and 10,000  shares of
preferred stock, $.10 par value, none of which are issued or outstanding. All of
the Shares have been duly  authorized  and validly issued and are fully paid and
non-assessable and have been issued in compliance with all applicable securities
laws. There are no outstanding or authorized options, warrants, purchase rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments that could require the Company to issue, sell, transfer or otherwise
dispose of any the Company's  capital stock,  other than as contemplated by this
Agreement. Any equity securities of the Company which were issued and reacquired
by the Company were so reacquired in compliance with all applicable laws and the
Company has no outstanding  obligation or liability with respect thereto.  There
are no voting trusts, proxies or other agreements or understandings with respect
to the voting of any of the Company's capital stock.

     2.02  Investments.  Section 2.02 of the Disclosure  Schedule sets forth for
           -----------
each  corporation  with  respect  to which the  Company or a  subsidiary  of the
Company  owns a majority of the common  stock or has the power to vote or direct
the  voting  of  sufficient  securities  to elect a  majority  of the  directors
(individually, a "Subsidiary" and collectively, the "Subsidiaries") (i) its name
and  jurisdiction  of  incorporation,  (ii) the  number of shares of  authorized
capital stock, (iii)

                                      -11-

<PAGE>



the number of issued and outstanding  shares of each class of its capital stock,
the names of the  holders  thereof,  and the number of shares  held by each such
holder, and (iv) the number of shares of its capital stock held in treasury. All
of the issued and  outstanding  shares of capital stock of each  Subsidiary have
been duly authorized and are validly issued,  fully paid and nonassessable.  The
Company holds of record and owns  beneficially all of the outstanding  shares of
each  Subsidiary,  free and clear of any  restrictions  on transfer  (other than
restrictions  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"), and state securities laws), taxes, security interests, options, warrants,
purchase rights, contracts,  commitments,  equities,  claims, and demands. There
are  no  outstanding  or  authorized   options,   warrants,   purchase   rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments that could require any of the Company and its Subsidiaries to issue,
sell,  transfer  or  otherwise  dispose  of  any  capital  stock  of  any of its
Subsidiaries. There are no outstanding stock appreciation, phantom stock, profit
participation  or similar  rights with respect to any  Subsidiary.  There are no
voting trusts, proxies or other agreements or understandings with respect to the
voting  of any  capital  stock of any  Subsidiary.  None of the  Company  or its
Subsidiaries  controls  directly  or  indirectly  or has any direct or  indirect
equity  participation in any corporation,  partnership,  trust, joint venture or
other business association which is not a Subsidiary.

     2.03 Corporate Organization;  Etc. The Company and each of the Subsidiaries
          ----------------------------
is a corporation duly organized, validly existing and in good standing under the
laws of the  state of its  incorporation,  as set forth in  Section  2.03 of the
Disclosure Schedule.  The Company and each of the Subsidiaries has all requisite
corporate  power  and  authority  to carry on its  business  as it is now  being
conducted and to own the properties and assets it now owns. The Company and each
of the  Subsidiaries is duly qualified or licensed to do business and is in good
standing in the jurisdictions listed in Section 2.03 of the Disclosure Schedule,
which are the only  jurisdictions  in which the  character  or  location  of the
properties  owned or leased by the Company and each of the  Subsidiaries  or the
nature of the  business  conducted  by the Company and each of the  Subsidiaries
makes such qualification or licensing necessary,  except where the failure to be
so qualified would not have a material  adverse effect on the business,  assets,
operations or financial  condition of the Company or any of its  Subsidiaries or
the  ability of any of them to perform  their  respective  obligations,  if any,
under this  Agreement  or under any other  agreement  required to be executed by
them pursuant to this Agreement ("Material Adverse Effect"). Section 2.03 of the
Disclosure  Schedule correctly lists the current directors and executives of the
Company and each of the Subsidiaries.

     2.04 Authorization; Etc. The Company has full corporate power and authority
          ------------------
to enter  into this  Agreement  and to carry out the  transactions  contemplated
hereby.  The  Company  has taken all action  required  by law,  its  Articles of
Incorporation (as amended) and Bylaws (as amended) or otherwise to authorize the
execution  and  delivery of this  Agreement  and the  transactions  contemplated
hereby,  and this  Agreement  is a valid and  binding  agreement  of the Company
enforceable  against the  Company in  accordance  with its terms,  except to the
extent that enforcement may be limited by the effect of bankruptcy,  insolvency,
reorganization, moratorium,

                                      -12-

<PAGE>



fraudulent  transfer or similar  laws  affecting  the  enforcement  of rights of
creditors and other obligees generally and the scope of equitable remedies which
may be available.

     2.05  Restrictive  Documents.  Except as set forth in  Section  2.05 of the
           ----------------------
Disclosure Schedule,  neither the Company nor any of the Subsidiaries is subject
to, or a party to, any charter, bylaw, mortgage, lien, lease, Permit, agreement,
contract,  instrument,  law, rule,  ordinance,  regulation,  order,  judgment or
decree, or any other restriction of any kind or character,  which materially and
adversely affects the business  practices,  operations or financial condition of
the Company, the Subsidiaries or any of their assets or property, or which would
prevent  consummation  of  the  transactions  contemplated  by  this  Agreement,
compliance by the Company with the terms,  conditions and  provisions  hereof or
the continued operation of the business of the Company or the Subsidiaries after
the date hereof on substantially the same basis as heretofore  operated or which
would  materially  restrict  the  ability of the  Company or any  Subsidiary  to
acquire any property or conduct business in any area.

     2.06 Consents.  Section 2.06 of the Disclosure  Schedule contains a list of
          --------
all consents of any person  necessary for the  consummation of the  transactions
contemplated  hereby  including,  without  limitation,  consents from parties to
loans,  contracts,  leases or other  agreements  and consents from  governmental
agencies,  whether federal, state or local. All such consents have been obtained
and evidence  thereof has been  provided to TelePad and the Buyer,  except where
the failure to obtain any consent or consents  would not in the aggregate have a
Material Adverse Effect.

     2.07  Books  and  Records.   The  minute  books  of  the  Company  and  the
           -------------------
Subsidiaries,  as previously made available to TelePad and its  representatives,
contain (i) a true,  correct and complete  copy of the charter  documents of the
Company  and the  Subsidiaries,  and (ii)  materially  accurate  records  of all
meetings of, and corporate  action taken by (including  actions taken by written
consent) the stockholders and the board of directors and all committees  thereof
of the  Company  and  the  Subsidiaries.  Neither  the  Company  nor  any of the
Subsidiaries  has any of its records,  systems,  controls,  data or  information
recorded, stored,  maintained,  operated or otherwise wholly or partly dependent
upon or held by any means (including any electronic,  mechanical or photographic
process,  whether  computerized  or not)  which  (including  all means of access
thereto and therefrom) are not under the exclusive  ownership and direct control
of the Company or such Subsidiary.

     2.08 Bank Accounts and Powers of Attorney. Set forth in Section 2.08 of the
          ------------------------------------
Disclosure  Schedule is an accurate and  complete  list showing (a) the name and
address of each bank in which the  Company and each of the  Subsidiaries  has an
account or safe  deposit box, the number of any such account or any such box and
the names of all persons  authorized to draw thereon or to have access  thereto,
and (b) the names of all persons,  if any,  holding  powers of attorney from the
Company  and each of the  Subsidiaries  and a  summary  statement  of the  terms
thereto.


                                      -13-

<PAGE>



     2.09 Financial  Statements.  The Company has heretofore  furnished  TelePad
          ---------------------
with audited  consolidated  balance  sheets of the Company and the  Subsidiaries
dated as of  October  31,  1994,  1995 and  1996  and the  related  consolidated
statements  of  earnings,  statements  of  changes in  stockholders'  equity and
statements  of cash flows for the years then ended,  all  certified by Coopers &
Lybrand (the Company's audited consolidated balance sheet as at October 31, 1996
is hereinafter referred to as the "Balance Sheet").  Such financial  statements,
including the footnotes thereto, except as indicated therein, have been prepared
in accordance with GAAP consistently  followed throughout the periods indicated.
The  Balance  Sheet  fairly  presents in all  material  respects  the  financial
condition of the Company and the Subsidiaries at the date thereof and, except as
indicated therein,  reflects, to the extent required by GAAP, all claims against
and all debts and  liabilities  of the  Company and the  Subsidiaries,  fixed or
contingent,  as at the date  thereof and the  related  statements  of  earnings,
statements  of changes in  stockholders'  equity  and  statements  of cash flows
fairly present in all material respects the results of operations of the Company
and the  Subsidiaries  and the changes in its financial  position for the period
indicated. Such other balance sheets fairly present in all material respects the
financial  condition of the Company and the Subsidiaries at the respective dates
thereof and,  except as indicated  therein,  reflect,  to the extent required by
GAAP,  all claims  against and all debts and  liabilities of the Company and the
Subsidiaries,  fixed or contingent,  as at the respective dates thereof, and the
related  statements of earnings,  statements of changes in stockholders'  equity
and statements of cash flows fairly present in all material respects the results
of operations of the Company and the  Subsidiaries  and the changes in financial
position for the periods  indicated.  Since October 31, 1996 (the "Balance Sheet
Date")  there  has  been  (x)  no  material  adverse  change  in the  assets  or
liabilities,  or in the  business or financial  condition,  or in the results of
operations,  of the  Company  or the  Subsidiaries,  whether  as a result of any
legislative  or  regulatory  change,  revocation  of any  license or right to do
business,  fire, explosion,  accident,  casualty, labor trouble, flood, drought,
riot,  storm,  condemnation or act of God or other public force or otherwise and
(y) no change in the assets or  liabilities,  or in the  business  or  financial
condition,  or in the results of operations,  of the Company or the Subsidiaries
except in the ordinary  course of business or as contemplated by this Agreement;
and to the Company's best knowledge, information and belief no fact or condition
exists or is  contemplated  or threatened  which might cause such a change.  The
total  liabilities  of the Company on a  consolidated  basis,  as  determined in
accordance with GAAP applied on a consistent basis, do not exceed $15 million as
of the date of this Agreement.

     2.10 Accounting Records; Internal Controls; Absence of Certain Payments.
          ------------------------------------------------------------------

          (a) Accounting  Records.  The Company has records that  accurately and
validly reflect in all material respects the transactions of the Company and the
Subsidiaries,   and   accounting   controls   sufficient  to  insure  that  such
transactions  are (i)  executed  in  accordance  with  management's  general  or
specific  authorization and (ii) recorded in conformity in all material respects
with GAAP so as to maintain accountability for assets.


                                      -14-

<PAGE>



          (b) Data Processing;  Access. Such records, to the extent they contain
important  information that is not easily and readily available elsewhere,  have
been duplicated, and such duplicates are stored safely and securely.

     2.11 Title to  Properties;  Encumbrances.  Except for properties and assets
          -----------------------------------
reflected in the Balance  Sheet or acquired  since the Balance  Sheet Date which
have been sold or otherwise disposed of in the ordinary course of business,  the
Company and each of the Subsidiaries has good, valid and marketable title to (a)
all of its properties and assets (personal, tangible and intangible), including,
without  limitation,  all of the properties and assets  reflected in the Balance
Sheet,  except as indicated in the notes thereto,  and (b) all of the properties
and assets  purchased  by the  Company  and each of the  Subsidiaries  since the
Balance Sheet Date, except where the failure to have such title would not in the
aggregate  have  a  Material  Adverse  Effect;   in  each  case  subject  to  no
encumbrance,  lien, charge or other restriction of any kind or character, except
as set forth in Section 2.11 of the Disclosure Schedule.

     2.12 Real Property.  Neither the Company nor any of the  Subsidiaries  owns
          -------------
or,  except as set forth in Section 2.12 of the  Disclosure  Schedule,  has ever
owned  any real  property  or any  interest  (other  than  leasehold  interests)
therein.

     2.13 Absence of Certain Changes.  Since the Balance Sheet Date, neither the
          --------------------------
Company nor any of the Subsidiaries has:

          (a) conducted its business other than in the usual and ordinary manner
and in the ordinary course of business, including making all regularly scheduled
payments and commitments (e.g., payroll,  taxes, rent and lease payments) coming
due through the Closing Date;

          (b)  suffered  any  material  adverse  change in its working  capital,
financial  condition,  assets,  liabilities  (absolute,  accrued,  contingent or
otherwise), reserves, business or operations;

          (c) written down the value of any inventory;

          (d) waived any claims or rights of substantial value;

          (e) sold, transferred,  or otherwise disposed of any its properties or
assets (real, personal or mixed, tangible or intangible), except in the ordinary
course of business and consistent with past practice;

          (f) disposed of or disclosed to any person other than  representatives
of TelePad any trade secret, formula,  process or know-how of the Company or the
Subsidiary not theretofore a matter of public knowledge, the disclosure of which
would have a material  adverse  affect on the  business,  operations,  assets or
financial condition of the Company;


                                      -15-

<PAGE>



          (g) granted any general  increase in the compensation of its employees
(including any such increase pursuant to any bonus,  pension,  profit sharing or
other plan or  commitment)  or any  increase in the  compensation  payable or to
become payable to any employee, other than in the ordinary course of business or
pursuant  to  the  terms  of any  existing  compensation  arrangement  otherwise
described in the Disclosure Schedule;

          (h) made any change in any method of accounting of accounting practice
which would have a Material Adverse Effect; or

          (i)  agreed,  whether  in  writing  or  otherwise,  to take any action
described in this Section.

     2.14 Accounts Receivable. All accounts receivable, unbilled work in process
          -------------------
and other  debts due or  recorded  in the  records  and books of  account of the
Company and the Subsidiaries as being due to either of the Company or any of the
Subsidiaries  as at the date of this  Agreement  and the Closing  Date (less the
amount of any  provision or reserve  therefor  made in such records and books of
account) were or will have been actually made in the ordinary course of business
and will be good and  collectible in full in the ordinary course of business and
in any event no later  than 60 days  after the  Closing  Date;  and none of such
accounts  receivable or other debts is, or will at the Closing Date be,  subject
to any  counterclaim  or  set-off.  The  Company  has  delivered  to  TelePad  a
materially  complete and accurate  aging list of all  receivables of the Company
and the Subsidiaries.

     2.15  Leases.  Attached  as an exhibit to  Section  2.15 of the  Disclosure
           ------
Schedule  are true,  correct  and  complete  copies of each  equipment  and real
property lease to which the Company or any of the  Subsidiaries  is a party (the
"Leases") and all  modifications,  amendments and notices relating thereto.  The
Leases are valid,  binding and enforceable in accordance  with their terms,  and
are in full force and effect;  in each case,  the Company or the  Subsidiary has
been in peaceable  possession since the commencement of the Lease;  there are no
existing  defaults  by  the  Company  or the  Subsidiary  or,  to the  Company's
knowledge, the lessors thereunder;  no event of default by the Company or any of
the  Subsidiaries  has occurred which (whether with or without notice,  lapse of
time or the happening or occurrence of any other event) would  constitute such a
default thereunder;  neither the Company, the applicable  Subsidiary nor, to the
Company's  knowledge,  the lessor has violated any of the terms or conditions of
any such lease in any material respect; no waiver, indulgence or postponement of
the obligations of the Company or the  Subsidiaries  thereunder has been granted
by the lessor;  and the Company or the applicable  Subsidiary has, or will have,
paid,  satisfied or discharged all its obligations under such leases through the
Closing Date, including the payment of rent and operating expenses.

     2.16  Assets.  The  tangible  assets and  equipment  of the Company and the
           ------
Subsidiaries are as of the date of this Agreement, and will be as of the Closing
Date,  in good  operating  condition  and  repair  and  none of such  assets  or
equipment  is or will be at the Closing Date in need of  maintenance  or repairs
except for ordinary, routine maintenance and repairs which are not

                                      -16-

<PAGE>



material in nature or cost.  The assets listed in Section 2.16 of the Disclosure
Schedule  (the  "Assets")  constitute  all of the assets and  properties  of the
Company and the  Subsidiaries  and all of the assets and properties  utilized in
the business of the Company and the Subsidiaries as of January 27, 1997.

     2.17 Patents, Trademarks, Trade Names, Etc.
          --------------------------------------

     Neither the Company  nor any of the  Subsidiaries  owns nor leases from any
third party any patents, patent applications,  trademarks,  service marks, trade
names or  copyrights.  To conduct  its  business  as it is now being  conducted,
neither  the  Company  nor any of the  Subsidiaries  requires  ownership  of any
patent,  copyright,  trademark,  service mark or trade name or rights to use any
such  property  of  any  third  party.  Neither  the  Company  nor  any  of  the
Subsidiaries  has, nor has it been alleged to have,  infringed  upon any patent,
trademark,  trade  name or  copyright  and  there  exists  no basis  for such an
allegation  except  where such  infringement  would not have a Material  Adverse
Effect.

     2.18 Government Contracts and Proposals.
          ----------------------------------

          (a) For purposes of this Agreement,  "Government Contracts" means with
respect to any person, any contract,  agreement,  license and order between such
person  and  the  United  States   Government  or  any  department,   agency  or
instrumentality  thereof or any state or local governmental  agency or authority
(the "Government"),  and any subcontract at any tier held by such person under a
prime government contract.  Section 2.18 of the Disclosure Schedule sets forth a
true,  correct and complete  list of (i) all  Government  Contracts to which the
Company or any  Subsidiary is a party,  (ii) all pending  written  proposals for
Government  Contracts submitted by the Company or a Subsidiary (the "Proposals")
and (iii) all written and material oral teaming  arrangements and understandings
between the Company or any  Subsidiary  and any third party with  respect to any
Proposal.  Except as set forth in Section 2.18 of the Disclosure Schedule,  with
respect to the  Government  Contracts to which the Company or a Subsidiary  is a
party: (i) such Government Contracts constitute valid and binding obligations of
the Company or the Subsidiary,  as applicable,  and to the Company's  knowledge,
the other party or parties thereto,  enforceable in accordance with their terms;
(ii) the  Company  or the  Subsidiary,  as  applicable,  has made no  materially
incorrect  representation  or  certification  and provided no defective  cost or
pricing  data in  connection  with the award  of,  and is in  compliance  in all
material  respects with the terms of, all Government  Contracts to which it is a
party  and all laws,  regulations  and  contract  provisions  applicable  to the
obtaining,  formation, pricing, performance,  billing,  administration and other
aspects  of its  Government  Contracts,  including  compliance  in all  material
respects with the Truth in Negotiations  Act (as amended) and with all defective
pricing,  price reduction,  or similar clauses  contained or incorporated in its
Government Contracts,  and the Company or the Subsidiary,  as applicable,  is in
compliance in all material  respects with the False Claims Act (as amended),  or
any similar applicable  statutes or regulations  concerning false claims,  false
statements,  defective  pricing,   misrepresentation  or  procurement  integrity
concerning  any  Government   Contract;   (iii)  neither  the  Company  nor  the
Subsidiary, as applicable, nor any other party has terminated,

                                      -17-

<PAGE>



canceled or waived any material terms or condition of any  Government  Contract;
(iv) the cost accounting,  estimating, property and procurement systems relating
to  the  Government  Contracts  of  the  Company  and  the  Subsidiaries  are in
compliance  in all material  respects  with  applicable  laws,  regulations  and
contract  provisions,  including  applicable cost principles and applicable cost
accounting  standards;   and  (v)  the  execution  of  this  Agreement  and  the
consummation of the  transactions  contemplated by this Agreement will not cause
or result in any  breach or default  under any of the  Government  Contracts  or
cause any of the Government Contracts to become terminable or cause any Proposal
to become ineligible for future consideration.

          (b) In addition to the  representations  and  warranties  set forth in
Section 2.14,  (i) each billed account  receivable  represents a bona fide claim
against the Government for sales,  services performed,  or other charges arising
on or prior to the date  hereof,  and all the  products  delivered  and services
performed  which gave rise to such accounts  were  delivered or performed in all
material respects in accordance with applicable Government  Contracts;  and (ii)
except as set forth in Section 2.18(b) of the Disclosure Schedule,  all unbilled
or  unreserved  amounts  included in accounts  receivable  will, in the ordinary
course of business as currently  conducted and consistent  with past  practices,
mature into and become billed accounts receivable in the same or greater amount.

          (c) Except as set forth in Section  2.18 of the  Disclosure  Schedule,
none  of  such  Government  Contracts  has a  currently  incurred  or  currently
projected cost overrun or loss.

          (d) Except for "Permitted  Liens" which for purposes of this Agreement
shall mean liens  securing  obligations  under the  Company's  existing  line of
credit with Crestar Bank and those liens made in accordance  with the Assignment
of Claims Act (as amended),  31 U.S.C. ss. 3727, and the Assignment of Contracts
Act (as amended),  31 U.S.C.  ss. 15,  neither the Company nor a Subsidiary  has
assigned or  otherwise  conveyed  or  transferred,  or agreed to assign,  to any
person,  any  Government  Contracts  to  which  it is a  party,  or any  account
receivable relating thereto, whether as a security interest or otherwise.

          (e) Since December 31, 1994,  neither the Company nor a Subsidiary has
received  any  notice or other  communication  in any form  from the  Government
regarding  its actual or  threatened  disqualification,  suspension or debarment
from contracting with the Government including without limitation any show cause
notice or cure notice.

          (f) Except as set forth on Section  2.18 of the  Disclosure  Schedule,
there is no: (i) to the Company's knowledge, pending or threatened investigation
relating to any Government  Contract,  to which the Company or a Subsidiary is a
party,  (ii) existing or (to the Company's  knowledge)  threatened  claim,  cost
disallowance,  pricing  adjustment  or adverse  audit  finding  relating  to any
Government  Contract  with which the Company or a Subsidiary  is a party,  (iii)
termination  for  default  or cure  notice  or show  cause  notice  proposed  or
currently in effect, relating to any Government Contract to which the Company or
a Subsidiary is a party, or (iv)

                                      -18-

<PAGE>



proposed or (to the Company's knowledge) threatened  termination for convenience
of any Government Contract to which the Company or a Subsidiary is a party.

          (g)  To  the  Company's  knowledge,  each  Proposal  is  under  active
consideration by the office or agency to which it was submitted and has not been
withdrawn or rejected.

     2.19 Other Contracts and Commitments.
          --------------------------------

          (a)  Except as set  forth in  Section  2.18 or 2.19 of the  Disclosure
Schedule, or as contemplated by this Agreement or the agreements and instruments
executed in connection herewith, neither the Company nor any of the Subsidiaries
has or is bound by:

                    (i) any agreement,  contract or commitment which involves or
          could  involve in excess of $10,000 (or $5,000 if not entered  into in
          the ordinary  course of  business)  or which had an unexpired  term in
          excess of five years;

                    (ii) any  agreement,  contract or  instrument  that grants a
          power of attorney,  agency or similar  authority to another  person or
          entity (other than officers of the Company  acting within the scope of
          their authority);

                    (iii) any loan or advance  to,  investment  in,  guaranty or
          other   contingent   liability  in  respect  of  any  indebtedness  or
          obligation   of,   any   individual,   partnership,   joint   venture,
          corporation,  trust, unincorporated organization,  government or other
          entity or any agreement, contract or commitment relating to the making
          of any such loan, advance or investment;

                    (iv) any agreement,  contract or commitment  relating to the
          employment of any person by the Company or any of the Subsidiaries, or
          any bonus, deferred compensation,  pension, severance, profit sharing,
          stock option,  employee stock  purchase,  retirement or other employee
          benefit plan;

                    (v)    any    management    service,    consulting,    sales
          representative, distributor or similar type of contract;

                    (vi)  any   confidentiality,   non-disclosure   or   similar
          agreement;

                    (vii) any sales  contracts,  commitments or proposals  which
          continue for a period of more than 12 months;

                    (viii) any  agreement,  contract or  commitment  which might
          reasonably be expected to have a Material Adverse Effect;


                                      -19-

<PAGE>



                    (ix) any  agreement,  contract or  commitment  limiting  the
          freedom  of the  Company or any of the  Subsidiaries  to engage in any
          line of business or compete with any person or which  restricts in any
          material respect the ability of the Company or any of the Subsidiaries
          to conduct its business in any manner or place;

                    (x) any contract or agreement that contains a right of first
          refusal; or

                    (xi) any contract or agreement  requiring the Company or any
          of the  Subsidiaries  to buy or sell goods or services with respect to
          where  there  will be costs  and  expenses  materially  in  excess  of
          expected receipts.

          (b) Each contract,  agreement and commitment listed in Section 2.19 of
the Disclosure  Schedule is valid and in full force and effect, and there exists
no default or event of default or event, occurrence, condition or act (including
the  purchase of the Shares  hereunder)  which,  with the giving of notice,  the
lapse of time or the happening of any other event or  condition,  would become a
default or event of default thereunder by the Company or a Subsidiary or, to the
Company's knowledge,  by any other party thereto. The Company and any applicable
Subsidiary  have fully  performed all of the terms or conditions of any contract
or agreement set forth in Section 2.19 of the  Disclosure  Schedule (or required
to be set forth in Section  2.19 of the  Disclosure  Schedule)  in all  material
respects,  and, to the Company's best knowledge,  information and belief, all of
the  covenants  to be  performed  by any other  party  thereto  have been  fully
performed in all material respects. A true, correct,  accurate and complete copy
of  each  contract,  agreement  or  commitment  listed  in  Section  2.19 of the
Disclosure  Schedule has heretofore  been delivered or made available to TelePad
and the Buyer by the Company.

     2.20 Customers and Suppliers. Section 2.20 of the Disclosure Schedule lists
          -----------------------
the names of and describes all contracts with and the appropriate  percentage of
business  attributable to the ten largest  customers of and ten most significant
suppliers of the Company's  business on a consolidated basis at the date of this
Agreement, and any sole-source suppliers of significant goods or services (other
than  electricity,  gas,  telephone  or  water)  to  the  Company  or any of the
Subsidiaries with respect to which alternative sources of supply are not readily
available on comparable  terms and  conditions.  There has not been any material
adverse  change  in  the  business  relationship  of the  Company  or any of the
Subsidiaries  with any material  customer of, or supplier to, the Company or any
of the Subsidiaries since the Balance Sheet Date.

     2.21 Labor Difficulties.  Except to the extent set forth in Section 2.21 of
          ------------------
the  Disclosure  Schedule,  (a) each of the Company and the  Subsidiaries  is in
compliance in all material respects with all federal,  state or other applicable
laws  respecting  employment and employment  practices,  terms and conditions of
employment and wages and hours, and is not engaged in any unfair labor practice;
(b) there is no labor strike, dispute, slowdown or stoppage actually pending or,
to the Company's  knowledge,  threatened against or affecting the Company or the
Subsidiaries;  (c) none of the employees of the Company or the  Subsidiaries are
covered by a  collective  bargaining  agreement or are members of a union and no
representation question exists respecting

                                      -20-

<PAGE>



the employees of the Company or the Subsidiaries;  (d) there exists no basis for
the  assessment  of unpaid wages with respect to the employees of the Company or
the  Subsidiaries  ; (e) neither the  Company  nor any of the  Subsidiaries  has
experienced  any other labor  problems;  and (f) there has not been,  and to the
Company's knowledge, there will not be, any material adverse change in relations
with the  employees  of the  Company  or the  Subsidiaries  as a  result  of any
announcement of the transactions contemplated by this Agreement.

     2.22 Personnel.  Section 2.22 of the Disclosure  Schedule sets forth, as of
          ---------
the date hereof, a true and complete list of:

          (a) the name and  current  salary  of all  salaried  employees  of the
Company and the Subsidiaries;

          (b) the name and wage rate of all hourly  employees of the Company and
the Subsidiaries;

          (c) the name and  compensation  arrangements of any other employees or
consultants  of the Company and the  Subsidiaries  not listed in the  Disclosure
Schedule pursuant to paragraph (a) or (b) above; and

          (d) the name and employment  status of each employee of the Company or
the  Subsidiaries  currently  on long-term or  short-term  disability,  workers'
compensation,  sick leave,  personal leave,  military leave or any similar leave
arrangement.

     2.23 Employee Benefit Plans.
          ----------------------

          (a)  List of  Plans.  Set  forth  in  Section  2.23 of the  Disclosure
Schedule  is an  accurate  and  complete  list  of all  employee  benefit  plans
("Employee  Benefit  Plans")  within the meaning of Section 3(3) of the Employee
Retirement  Income  Security  Act  of  1974,  as  amended,  and  the  rules  and
regulations thereunder ("ERISA"), whether or not any such Employee Benefit Plans
are otherwise  exempt from the provisions of ERISA,  established,  maintained or
contributed to by the Company or any of the  Subsidiaries  (including,  for this
purpose and for the purpose of all of the  representations in this Section 2.23,
all employers  (whether or not  incorporated)  which by reason of common control
are treated together with the Company as a single employer within the meaning of
Section 414 of the Internal  Revenue Code of 1986, as amended (the "Code") since
September  2, 1974.  None of the  Employee  Benefit  Plans is, or has ever been,
subject to Title IV of ERISA or Part 3 of Title I of ERISA.

          (b) Status of Plans.  Neither the Company nor any of the  Subsidiaries
maintains  or  contributes  on behalf of the  employees  of the  Company  or the
Subsidiaries  to any Employee  Benefit Plan subject to ERISA which is not, or in
the past has not been, in substantial compliance with ERISA.


                                      -21-

<PAGE>



     Neither the  Company nor any of the  Subsidiaries  maintains  any  Employee
Benefit Plan which is a "Group  Health Plan" (as such term is defined in Section
5000(b)(1)  of the Code)  that has not been  administered  and  operated  in all
material respects in compliance with the applicable  requirements of Section 601
of ERISA and  Section  4980B of the Code and  neither the Company nor any of the
Subsidiaries  is  subject  to any  liability,  including,  but not  limited  to,
additional contributions,  fines, penalties or loss of tax deduction as a result
of such  administration and operation.  Neither the Company nor the Subsidiaries
maintains any Employee  Benefit Plan (whether  qualified or nonqualified  within
the meaning of Section  401(a) of the Code)  providing for retiree health and/or
life benefits and having  unfunded  liabilities.  Neither the Company nor any of
the  Subsidiaries  maintains  any  Employee  Benefit  Plan which is an "Employee
Welfare Benefit Plan" (as such term is defined in Section 3(1) of ERISA) nor has
the Company or any of the  Subsidiaries  provided any benefit in Section 4976(b)
of the Code) for which an excise tax would be  imposed.  Subject  to  compliance
with applicable law, to the Company's knowledge,  except as set forth in Section
2.23 of the  Disclosure  Schedule,  no condition  exists which would prevent the
Buyer from amending on a prospective  basis or terminating any Employee  Welfare
Benefit Plan  providing  health or medical  benefits in respect of any active or
former  employee  of the  Company  or any of the  Subsidiaries  (excluding  with
respect to pre-existing medical conditions).

          (c) Contributions. Full payment has been made of all amounts which the
Company or any of the  Subsidiaries is required,  under  applicable law or under
any Employee Benefit Plan or any agreement relating to any Employee Benefit Plan
to which  the  Company  or any of the  Subsidiaries  is a party to have  paid as
contributions  thereto as of the last day of the most recent fiscal year of such
Employee  Benefit Plan ended prior to the date  hereof.  Each of the Company and
the Subsidiaries has made adequate  provision for reserves to meet contributions
that  have not been  made  because  they are not yet due  under the terms of any
Employee  Benefit  Plans and each such plan as is  represented  and has not been
increased subsequent to the date as of which documents have been provided.

          (d) Tax  Qualification.  Each  Employee  Benefit  Plan  intended to be
qualified  under  Section  401(a)  of the  Code  has  been  determined  to be so
qualified  by the Internal  Revenue  Service  and, to the  Company's  knowledge,
nothing  has  occurred  since  the date of the  last  such  determination  which
resulted in or is likely to result in the revocation of such determination.

          (e)  Compliance  With Tax Reform Act of 1986.  Each of the Company and
the Subsidiaries has either adopted on a timely basis all amendments to Employee
Benefit  Plans  which are  required by the Tax Reform Act of 1986 so as to avoid
discrimination  in participation or benefits in favor of the highly  compensated
employees or has complied with the  requirements  for  obtaining  "anti-cutback"
relief provided under Internal  Revenue Service Notice 88-131 and the subsequent
Internal  Revenue Service  pronouncements  covering the subject matter of Notice
88- 131 by adopting appropriate amendments to such Employee Benefit Plans.

          (f)  Transactions.  Except  as  set  forth  in  Section  2.23  of  the
Disclosure Schedule, neither the Company nor any of the Subsidiaries has engaged
in any transaction with

                                      -22-

<PAGE>



respect to the Employee  Benefit Plans which would subject it to a tax,  penalty
or liability for prohibited  transactions under ERISA or the Code nor has any of
its directors, officers or, to the Company's knowledge,  employees to the extent
they or any of them are fiduciaries with respect to such plans,  breached any of
their  responsibilities or obligations imposed upon fiduciaries under Title I of
ERISA or would  result in any claim  being  made under or by or on behalf of any
such plans by any party with standing to make such a claim.

          (g)  Triggering  Events.  The  execution of, and  consummation  of the
transactions  contemplated  by, this  Agreement  do not  constitute a triggering
event  under  any  Employee  Benefit  Plan,  policy,   arrangement,   statement,
commitment or agreement, whether or not legally enforceable, which (either alone
or upon the  occurrence  of any  additional  or  subsequent  event)  will or may
reasonably  be expected to result in any payment  (whether of  severance  pay or
otherwise),  acceleration,  vesting or increase  in benefits to any  employee or
former employee or director of the Company or any of the Subsidiaries.

          (h) Other  Plans.  Neither  the  Company  nor any of the  Subsidiaries
presently  maintains on behalf of its employees any employee benefit plan or any
other  foreign  pension,  welfare or  retirement  benefit plans other than those
listed in Section 2.23 of the Disclosure Schedule. Any foreign pension,  welfare
or retirement benefit plan listed in Section 2.23 of the Disclosure  Schedule is
in substantial compliance with applicable law.

          (i) Documents.  The Company has delivered or caused to be delivered to
TelePad  and the Buyer and their  counsel  true and  complete  copies of (i) all
Employee Benefit Plans as in effect,  together with all amendments thereto which
will become  effective at a later date, as well as the latest  Internal  Revenue
Service  determination letter obtained with respect to any such Employee Benefit
Plan qualified  under Section  401(a) or tax-exempt  under Section 501(a) of the
Code and (ii)  Form  5500 for the most  recent  completed  fiscal  year for each
Employee Benefit Plan required to file such form.

          (j) Terminated Plan.  Pursuant to the ESOP Stock Redemption  Agreement
(the  "Redemption  Agreement")  dated  October 29, 1996  between the Company and
Citizens  Bank of Maryland,  in its capacity as trustee of the Federal  Computer
Corporation  Employee Stock Ownership Trust (the "Trust"),  established pursuant
to the Federal Computer  Corporation Employee Stock Ownership Plan (the "Plan"),
(i) as of October 29, 1996, all of the 3,824 shares of the Company's convertible
preferred  stock were redeemed  from the Trust,  and (ii) as of October 29, 1996
the Plan ceased to be an employee  stock  ownership  plan as defined under ERISA
and the Code and became a profit  sharing  plan (the "Profit  Sharing  Plan") as
described in the Code. The Company has paid and satisfied all of its liabilities
and obligations under the Redemption Agreement,  the Plan and the Profit Sharing
Plan.  The  redemption of such  convertible  preferred  stock  qualified for the
exemption  described in Section  408(e) of ERISA and Section  4975(d)(3)  of the
Code, and the Plan pursuant to which the Trust was  established has continued to
be qualified under Section 401(a) of the Code.


                                      -23-

<PAGE>



     2.24  Litigation.  Except as set forth in  Section  2.24 of the  Disclosure
           ----------
Schedule,  there is no action,  suit,  inquiry,  proceeding or, to the Company's
knowledge,  investigation  by or  before  any  court  or  governmental  or other
regulatory or administrative  agency or commission  pending or, to the Company's
knowledge,   threatened   against  or  involving  the  Company  or  any  of  the
Subsidiaries  which,  if adversely  determined,  would in the  aggregate  have a
Material  Adverse Effect,  or which questions or challenges the validity of this
Agreement  or any action  taken or to be taken by the  Company  pursuant to this
Agreement or in connection with the transactions  contemplated  hereby;  nor, to
the  Company's  knowledge,  is  there  any  valid  basis  for any  such  action,
proceeding or investigation.  Neither the Company nor any of the Subsidiaries is
in default under or in violation of, nor, to the Company's  knowledge,  is there
any valid basis for any claim of default  under or violation  of, any  contract,
commitment, indebtedness or restriction to which it is a party or by which it is
bound except for violations or defaults which in the aggregate  would not have a
Material  Adverse  Effect.  Neither the Company nor any of the  Subsidiaries  is
subject to any  judgment,  order or decree  entered in any lawsuit or proceeding
which could reasonably be expected to have a Material Adverse Effect.  Except as
set forth in Section 2.24 of the Disclosure  Schedule,  there is no matter as to
which the Company or any of the Subsidiaries  has received any notice,  claim or
assertion,  or, to the best  knowledge,  information  and belief of the Company,
which otherwise has been  threatened or is reasonably  expected to be threatened
or   initiated,   against  or  affecting  any   director,   officer,   agent  or
representative  of the Company or any of the  Subsidiaries  or any other person,
nor to the  Company's  knowledge  is there any  reasonable  basis  therefor,  in
connection  with which any such person has or may reasonably be expected to have
any right to be indemnified by the Company or any of the Subsidiaries.

     2.25  Compliance  with Law. The business  and the other  operations  of the
           --------------------
Company  and the  Subsidiaries  have  been  conducted  in  accordance  with  all
applicable  laws,  regulations,  rules and other  requirements  of all  national
governmental authorities, and of all states,  municipalities and other political
subdivisions and agencies thereof,  having jurisdiction over the Company and the
Subsidiaries,  the  non-compliance  with  which in the  aggregate  would  have a
Material  Adverse Effect.  Neither the Company nor any of the  Subsidiaries  has
received any notification of any asserted present or past failure by the Company
or the Subsidiaries to comply with such laws, rules or regulations.

     2.26 Permits.  Each of the Company and the  Subsidiaries  hold all permits,
          -------
licenses,  accreditations,  approvals  and  authorization  ("Permits")  that are
required by any governmental  entity to permit it to conduct its business as now
conducted  except  where the  failure to hold any such  permit  would not in the
aggregate have a Material  Adverse  Effect,  and all such Permits are valid,  in
full force and effect and will remain so upon  consummation of the  transactions
contemplated by this Agreement, except where the failure to be in full force and
effect  would  not in the  aggregate  have a  Material  Adverse  Effect.  To the
Company's knowledge,  no suspension,  cancellation or termination of any of such
Permits is threatened or imminent which suspension,  cancellation or termination
could reasonably be expected to have a Material Adverse Effect.


                                      -24-

<PAGE>



     2.27 Dividends and Other Distributions. Except as set forth in Section 2.27
          ---------------------------------
of the Disclosure Schedule,  there has been no dividend or other distribution of
assets by the Company or any of the  Subsidiaries  whether  consisting of money,
property  or any other  thing of value,  declared,  issued or paid to or for the
benefit of the Stockholders or the LLC subsequent to the Balance Sheet Date.

     2.28  Undisclosed   Liabilities.   Neither  the  Company  nor  any  of  the
           -------------------------
Subsidiaries  has any  outstanding  claims,  liabilities or  indebtedness of any
nature, whether accrued, absolute,  contingent or otherwise, and whether due, or
to become due, probable of assertion or not, except liabilities (i) set forth in
the  Balance  Sheet or  referred  to in the  footnotes  thereto,  (ii)  incurred
subsequent  to the Balance  Sheet Date in the  ordinary  course of business  not
involving  borrowings  by the Company or any of the  Subsidiaries,  or (iii) set
forth in Section 2.28 of the Disclosure Schedule.

     2.29 Taxes. Each of the Company and the Subsidiaries has filed or caused to
          -----
be filed, within the times and within the manner prescribed by law, all federal,
state,  local and foreign tax returns and tax reports  which are  required to be
filed by, or with respect to, the Company or the Subsidiaries.  Such returns and
reports,  including  amendments  to date have been  prepared  in good  faith and
reflect  completely  and  accurately in all material  respects all liability for
taxes of the  Company  or the  Subsidiaries  for the  periods  covered  thereby,
whether or not due and payable and whether or not disputed. All federal,  state,
local and foreign income, profits,  franchise, sales, use, occupancy, excise and
other taxes and assessments  (including  interest and penalties)  payable by, or
due from,  the Company or the  Subsidiaries  have been fully paid or  adequately
disclosed  and  fully  provided  for  in  the  Company's   books  and  financial
statements. The federal income tax liability of the Company and the Subsidiaries
has been finally  determined  for all fiscal years to and  including  the fiscal
year ended October 31, 1995. To the Company's  knowledge,  no examination of any
tax return of the Company or any of the  Subsidiaries  is currently in progress.
There are no outstanding agreements or waivers extending the statutory period of
limitation  applicable  to  any  tax  return  of  the  Company  or  any  of  the
Subsidiaries.

     2.30 Insurance.  Set forth in Section 2.30 of the Disclosure  Schedule is a
          ---------
complete list of insurance policies which the Company or any of the Subsidiaries
maintains  with respect to its  business,  operations,  properties or employees.
Such  policies  are in full  force  and  effect  and are free  from any right of
termination on the part of the insurance carriers.  Such policies,  with respect
to their  amounts and types of coverage,  are  adequate to insure fully  against
risks to which the  Company  or any of the  Subsidiaries  and its  property  and
assets are normally  exposed in the operation of its business.  To the Company's
knowledge, since January 1, 1997, there has not been any material adverse change
in the relationship of the Company or any of the Subsidiaries  with its insurers
or in the premiums payable pursuant to such policies.

     2.31  Environmental  Laws and  Regulations.  Section 2.31 of the Disclosure
           ------------------------------------
Schedule contains information relating to the following items:


                                      -25-

<PAGE>



          (a) the nature and  quantities of any Hazardous  Materials (as defined
below)  generated,  transported  or  disposed  of by the  Company  or any of the
Subsidiaries  during the past three  years  (other  than raw  material  awaiting
manufacturing,  work-in-process  or  finished  goods  and  through  the  sale of
products in the ordinary course of business), together with a description of the
location of each such activity; and

          (b) a summary of the nature and quantities of any Hazardous  Materials
that have been  disposed of or found at any site or  facility  owned or operated
presently  or at any  previous  time by the  Company or any of the  Subsidiaries
(other than raw material  awaiting  manufacturing,  work-in-process  or finished
goods and through the sale of products in the ordinary course of business).

     Each of the Company and the  Subsidiaries  is in compliance in all material
respects  with all  applicable  federal,  state and local  laws and  regulations
relating  to  product   registration,   pollution   control  and   environmental
contamination  including, but not limited to, all laws and regulations governing
the generation,  use,  collection,  discharge or disposal of Hazardous Materials
and all laws and  regulations  with regard to  recordkeeping,  notification  and
reporting  requirements  respecting Hazardous Materials.  Except as disclosed in
Section  2.31 of the  Disclosure  Schedule,  neither  the Company nor any of the
Subsidiaries  has been alleged to be in violation of, nor has it been subject to
any administrative or judicial  proceeding pursuant to, such laws or regulations
either now or any time  during  the past three  years.  Except as  disclosed  in
Section 2.31 of the  Disclosure  Schedule,  there are no facts or  circumstances
which could  reasonably  be expected to form the basis for the  assertion of any
Claim (as defined below) against the Company or any of the Subsidiaries relating
to environmental practices asserted under CERCLA (as defined below) and RCRA (as
defined  below),  or any other federal,  state or local  environmental  statute,
which might have a Material Adverse Effect.

     For  purposes of this  Section  2.31,  the  following  terms shall have the
following meanings:

          (a) "Hazardous  Materials" shall mean materials  defined as "hazardous
substances",  "hazardous  wastes"  or "solid  wastes"  in (i) the  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980,  42  U.S.C.
ss.ss.9601-9657,  and any  amendments  thereto  ("CERCLA"),  (ii)  the  Resource
Conservation  and Recovery  Act, 42 U.S.C.  ss.ss.6901-6987  and any  amendments
thereto  ("RCRA") and (iii) any similar  federal,  state or local  environmental
statute; and

          (b) "Claim" shall mean any and all claims,  demands, causes of action,
suits, proceedings,  administrative  proceedings,  losses,  judgments,  decrees,
debts, damages, liabilities, court costs, attorneys' fees and any other expenses
incurred,  assessed  or  sustained  by or  against  the  Company  or  any of the
Subsidiaries.

     2.32  Absence of Certain  Payments.  In  connection  with the  business and
           ----------------------------
operations  of the  Company  and the  Subsidiaries,  neither  the  Company,  the
Subsidiaries nor any director, officer,

                                      -26-

<PAGE>



agent,  employee or other  person  acting on behalf of the Company or any of the
Subsidiaries  has used any corporate or other funds for unlawful  contributions,
payments, gifts or entertainment,  or made any unlawful expenditures relating to
political  activity  to  government   officials  or  others  or  established  or
maintained  any unlawful or unrecorded  funds.  With respect to the business and
operations  of the  Company  and the  Subsidiaries,  neither  the  Company,  the
Subsidiaries nor any director,  officer, or, to the Company's knowledge,  agent,
employee or other person  acting on their  behalf,  has accepted or received any
unlawful contributions, payments, gifts or expenditures.

     2.33  Insider  Interests.  Except  as set  forth  in  Section  2.33  of the
           ------------------
Disclosure  Schedule,  no  officer  or  employee  of the  Company  or any of the
Subsidiaries  has any  material  interest  in any  property,  real or  personal,
tangible or intangible of the Company or any of the Subsidiaries, is indebted or
otherwise  obligated  to  the  Company  or  any of  the  Subsidiaries,  has  any
contractual  relationship with the Company or any of the Subsidiaries or, to the
Company's  knowledge,  is an  officer,  director,  employee or  consultant  of a
competitor  of the Company or any of the  Subsidiaries.  Neither the Company nor
any of the  Subsidiaries is indebted or otherwise  obligated to any such person,
except for amounts due under normal  arrangements  applicable  to all  employees
generally  as to salary or  reimbursement  of  ordinary  business  expenses  not
unusual in amount or  significance.  Except as set forth in Section  2.33 of the
Disclosure Schedule,  the consummation of the transactions  contemplated by this
Agreement will not (either alone, or upon the occurrence of any act or event, or
with the lapse of time, or both) result in any benefit or payment  (severance or
other)  arising  or  become  due from the  Company  or the  Subsidiaries  or the
successor or assign of any thereof to any person.

     2.34 Brokers and Finders.  Neither the Company, the Subsidiaries nor any of
          -------------------
their  officers,  directors  or  employees  has employed any broker or finder or
incurred any liability for any brokerage  fees,  commissions or finders' fees in
connection with the transactions contemplated by this Agreement.

     2.35  Product or Service  Liability.  There is no  action,  suit,  inquiry,
           -----------------------------
proceeding or, to the Company's knowledge,  investigation by or before any court
or  governmental  or other  regulatory  or  administrative  agency or commission
pending or, to the Company's knowledge, threatened against the Company or any of
the Subsidiaries  relating to any services alleged to have been performed by the
Company  or any of the  Subsidiaries  and  alleged  to have  been  defective  or
improperly rendered,  or any products delivered or sold by the Company or any of
the  Subsidiaries  which  are  alleged  to be  defective,  which,  if  adversely
determined, could reasonably be expected to have a Material Adverse Effect.

     2.36  Governmental  Interaction.  Section 2.36 of the  Disclosure  Schedule
           -------------------------
lists  all  governmental  reviews,  audits,  and,  to the  Company's  knowledge,
investigations,  whether  pending or completed or, to the  Company's  knowledge,
threatened,  within the three year period  preceding the date of this Agreement,
relating  to  the  business  or   operations  of  the  Company  or  any  of  the
Subsidiaries.


                                      -27-

<PAGE>



     2.37 Security  Matters.  The Company and the Subsidiaries are in compliance
          -----------------
in all  material  respects  with all security  and related  requirements  on its
classified  contracts.  Section 2.37 of the  Disclosure  Schedule  describes the
status and findings of all security compliance  inspections completed within the
past two years and all on-going  security  investigations  or inquiries known to
the  Company  relating  to the  Company  and the  Subsidiaries  and any of their
directors,  officers or employees.  Section 2.37 of the Disclosure Schedule also
describes all security  problems,  incidents or occurrences known to the Company
occurring within the past two years which involve non-compliance by the Company,
the  Subsidiaries  or their  directors,  officers or employees  with  applicable
security requirements.

     2.38 Government Furnished Property.  Any property or equipment furnished to
          -----------------------------
the Company or any of the  Subsidiaries  prior to the date of this  Agreement by
the United States Government or any other customer that has not been returned to
such customer is properly  accounted for and in the possession of the Company or
such Subsidiary.  Any such property is in good operating  condition and state of
repair, ordinary wear and tear excluded.

     2.39 Estimates. All documents,  schedules and other information provided by
          ---------
the  Company or its  authorized  agents to TelePad or the Buyer  relating to the
Company or the Subsidiaries,  including  estimates to complete and cash flow for
the active contracts of the Company or the Subsidiaries, represent the Company's
best estimates of the results reasonably  expected to occur and represent a good
faith assessment of projected future results.

     2.40  Disclosure.  None of this Agreement,  the Financial  Statements,  any
           ----------
Schedule, Exhibit or certificate attached hereto or delivered in accordance with
the terms hereof or any document or statement in writing which has been supplied
by or on behalf of the Company,  LLC or the  Stockholders in connection with the
transactions  contemplated  by this Agreement  contains any untrue  statement of
material  fact, or omits any  statement of material  fact  necessary in order to
make the statements contained herein or therein not misleading.


                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES OF
                         THE LLC RELATING TO THE SHARES

     The LLC  represents  and  warrants to TelePad and the Buyer with respect to
the Shares, as follows:

     3.01 Ownership. Each Stockholder was the record and beneficial owner of the
          ---------
number of Shares set forth in Section  3.01 of the  Disclosure  Schedule  on the
date they were  transferred to the LLC as contemplated by this Agreement.  As of
the date of this Agreement,  the LLC is the sole record and beneficial  owner of
the Shares.


                                      -28-

<PAGE>



     3.02 Title.  On the date of this  Agreement the LLC has, and on the Closing
          -----
Date the LLC will have,  good and marketable  title to the Shares free and clear
of all adverse claims,  options,  liens,  security  interests,  restrictions and
other  encumbrances,  other than  restrictions of a general nature arising under
federal  and  state  securities  laws,  or  as  a  result  of  the  transactions
contemplated by or related to this Agreement.

     3.03 Right to Transfer.  On the date of this  Agreement the LLC has, and on
          -----------------
the Closing  Date the LLC will have,  full legal right and power to transfer and
deliver to the Buyer the Shares  pursuant  to Section  1.01,  and the Buyer will
receive good and marketable title thereto, free and clear of all adverse claims,
options, liens, security interests,  restrictions and other encumbrances,  other
than restrictions of a general nature arising under federal and state securities
laws,  or as a result of the  transactions  contemplated  by or  related to this
Agreement.

     3.04 All Shares. On the date of this Agreement and on the Closing Date, the
          ----------
Shares represent and will represent the LLC's entire  ownership  interest in the
Company's  capital  stock  and  the  LLC has and  will  have no  other  options,
warrants,  rights,  calls,  commitments,  conversion rights, rights of exchange,
plans or other agreements of any character providing for the purchase by the LLC
of any of the  Company's  capital  stock,  other than rights  arising under this
Agreement or any agreement or instrument contemplated hereby.

     3.05 Binding  Agreement.  The LLC is duly  organized  and validly  existing
          ------------------
under the laws of the Commonwealth of Virginia.  The Stockholders own all of the
interests in the LLC. The LLC has the requisite  power and authority to execute,
deliver and perform this  Agreement  and the  Release.  This  Agreement  and the
Release have been duly and validly  authorized  by the LLC and its  members,  as
applicable.  The LLC has duly  executed and  delivered  this  Agreement  and the
Release, and this Agreement and the Release are valid and binding obligations of
the LLC enforceable against the LLC in according with their terms, except to the
extent that enforcement may be limited by the effect of bankruptcy,  insolvency,
reorganization,  moratorium,  fraudulent  transfer or similar laws affecting the
enforcement of rights of creditors and other obligees generally and the scope of
equitable remedies which may be available.

     3.06  Conflicts.  The LLC is not subject  to, or a party to, any  mortgage,
           ---------
lien, lease, Permit,  agreement,  contract,  instrument,  law, rule,  ordinance,
regulation,  order,  judgment or decree, or any other restriction of any kind or
character which would prevent  consummation of the transactions  contemplated by
this  Agreement  or  compliance  by the  LLC  with  the  terms,  conditions  and
provisions  hereof.  No  consent of any person  which has not been  obtained  is
necessary for the  consummation of the transactions  contemplated  hereby by the
LLC.

     3.07 Investment.  The LLC (a) understands that the Buyer Note has not been,
          ----------
and will  not be,  registered  under  the  Securities  Act or  under  any  state
securities  laws,  and are being  offered and sold in reliance  upon federal and
state  exemptions for  transactions  not involving any public  offering,  (b) is
acquiring the Buyer Note solely for its own account for investment purposes, and
not with a view to the  distribution  thereof,  (c) is a sophisticated  investor
with

                                      -29-

<PAGE>



knowledge and  experience in business and  financial  matters,  (d) has received
certain information concerning TelePad and the Buyer and has had the opportunity
to obtain additional  information as desired in order to evaluate the merits and
the risks  inherent in holding the Buyer Note,  (e) is able to bear the economic
risk and lack of  liquidity  inherent in holding  the Buyer Note,  and (f) is an
accredited investor as defined in Regulation D under the Securities Act.


                                   ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES OF
                              TELEPAD AND THE BUYER

     Each of TelePad  and the  Buyer,  jointly  and  severally,  represents  and
warrants to the Company and the LLC as follows:

     4.01  Corporate  Organization;  Etc.  Each of  TelePad  and the  Buyer is a
           -----------------------------
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. TelePad owns all of the Buyer's issued and outstanding
capital stock.

     4.02  Authorization;  Etc. Each of TelePad and the Buyer has full corporate
           -------------------
power and  authority  to enter  into each of this  Agreement,  the Stock  Pledge
Agreement and the Buyer Note, as applicable,  and to carry out the  transactions
contemplated  hereby and  thereby.  Each of TelePad  and the Buyer has taken all
action  required  by law,  its  Certificate  of  Incorporation  and  By-Laws  or
otherwise to authorize the execution and delivery of each of this Agreement, the
Stock Pledge  Agreement and the Buyer Note, as applicable,  and the transactions
contemplated  hereby and thereby,  and each of this Agreement,  the Stock Pledge
Agreement and the Buyer Note, as applicable, is a valid and binding agreement of
TelePad and the Buyer enforceable  against TelePad and the Buyer, as applicable,
in  accordance  with its terms,  except to the extent  that  enforcement  may be
limited by the effect of  bankruptcy,  insolvency,  reorganization,  moratorium,
fraudulent  transfer or similar  laws  affecting  the  enforcement  of rights of
creditors or other obligees  generally and the scope of equitable remedies which
may be available.

     4.03 No Violation.  Neither the  execution and delivery of this  Agreement,
          ------------
the Stock Pledge Agreement, the Buyer Note, or any other agreement or instrument
contemplated  hereby,  as applicable,  nor the  consummation of the transactions
contemplated hereby or thereby will violate any provisions of the Certificate of
Incorporation  (as  amended) or By-Laws (as  amended) of TelePad or the Buyer or
violate,  or be in conflict  with, or constitute a default  under,  or cause the
acceleration  of the  maturity  of any  debt  or  obligation  pursuant  to,  any
agreement  or  commitment  to which  TelePad or the Buyer is a party or by which
TelePad or the Buyer is bound,  or violate any  statute or law or any  judgment,
decree, order, regulation or rule of any court or governmental authority.


                                      -30-

<PAGE>



     4.04  Brokers  and  Finders.  Neither  TelePad,  the Buyer nor any of their
           ---------------------
respective officers, directors or employees has employed any broker or finder or
incurred any liability for any brokerage  fees,  commissions or finders' fees in
connection with the transactions contemplated by this Agreement.

     4.05 SEC Filings.  TelePad has delivered to the LLC TelePad's annual report
          -----------
on Form 10-KSB for the year ended  December 31, 1995,  its  quarterly  report on
Form  10-QSB  for the  period  ended  September  30,  1996 and its  registration
statement  on Form  S-3,  filed  November  27,  1996,  as  amended.  As of their
respective  dates,  such  reports and  statement  (including  all  exhibits  and
schedules  thereto and  documents  incorporated  by  reference  therein) did not
contain any untrue  statement of material  fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading.  The
audited  financial  statements  and unaudited  interim  financial  statements of
TelePad included or incorporated by reference in such reports have been prepared
in accordance with GAAP applied on a consistent basis during the period involved
(except as may be indicated  in the notes  thereto),  and fairly  present in all
material respects the assets,  liabilities and financial  position of TelePad as
of the  dates  thereof  and the  results  of their  operations  and  changes  in
financial  position  for the  periods  then ended  (subject,  in the case of any
unaudited interim financial statements, to normal year-end adjustments).

     4.06 Absence of Certain  Changes or Events.  Except as contemplated by this
          -------------------------------------
Agreement,  or reflected in any financial  statement or note thereto referred to
in Section  4.05,  since  September 30, 1996 there has not been (a) any material
adverse change in TelePad's business, assets, operations or financial condition;
(b) any damage, destruction or loss, whether covered by insurance or not, having
a material adverse effect upon TelePad's  properties or business;  (c) any entry
by TelePad into any commitment or transaction material to TelePad,  which is not
in the ordinary  course of business;  or (d) any change by TelePad in accounting
principles or methods except insofar as may be required by a change in GAAP.

     4.07 Litigation.  There is no action, suit, inquiry,  proceeding or, to the
          ----------
knowledge  of  TelePad  or the  Buyer,  investigation  by or before any court or
governmental or other regulatory or administrative  agency or commission pending
or, to the  knowledge of TelePad or the Buyer,  threatened  which,  if adversely
determined,  would  have a  material  adverse  effect on the  business,  assets,
operations  or financial  condition of TelePad or the Buyer or on the ability of
either of them to perform  its  obligations  under this  Agreement  or under any
other agreement required to be executed by it pursuant to this Agreement.

     4.08 Solvency.  Neither TelePad nor the Buyer will be rendered insolvent as
          --------
a result of the purchase of the Shares pursuant to this Agreement.

     4.09  Assets.  The  Buyer has no assets or  liabilities  other  than  those
           ------
created or incurred in connection  with the execution and  consummation  of this
Agreement.


                                      -31-

<PAGE>



     4.10 Information  Received.  Section 2.19 of the Disclosure  Schedule is an
          ---------------------
accurate and complete list of the contracts,  agreements or commitments received
by the Buyer and TelePad from the Company.


                                    ARTICLE V

                      PRE-CLOSING COVENANTS AND AGREEMENTS

     5.01  Conduct of  Company's  Business.  The Company and the LLC agree that,
           -------------------------------
from  and  after  the  date  hereof  through  the  Closing  Date or the  earlier
termination of this Agreement:

          (a) The business and  operations  of the Company and the  Subsidiaries
will be conducted  only in the ordinary  course in all  material  respects.  The
Company  will use its  reasonable  efforts to preserve and maintain the business
and properties of the Company and the  Subsidiaries  intact,  keep available the
services  of their  employees,  and  preserve  for  TelePad  and the  Buyer  the
relationships of the Company and the Subsidiaries with its employees, suppliers,
customers, sales representatives and others having business relations with them.
Notwithstanding the foregoing,  the Company may, prior to the Closing,  transfer
all  of  the  capital   stock  or  assets  of  its   subsidiary,   United  World
Communications, Inc., to the Stockholders or any other entity.

          (b) Except (i) as may be required by existing  contracts or applicable
law, (ii) for such  obligations  as will be satisfied in full on or prior to the
Closing  Date,  and (iii)  increases  not  exceeding  ten  percent  per annum to
employees  made in the  ordinary  course  of  business,  the  Company  will  not
increase, or obligate itself to increase,  the compensation payable or to become
payable by the Company to any of the  directors,  officers or  employees  of the
Company or the Subsidiaries or incur any additional  obligations with respect to
any such directors, officers or employees or take any action with respect to the
grant or increase of severance or termination pay payable after the Closing Date
or  institute  an  increase in or  otherwise  amend any  deferred  compensation,
insurance,  retirement,  medical, disability,  welfare or other employee benefit
plan, agreement, trust or fund. Notwithstanding the foregoing, the Company shall
be entitled to hire employees in the ordinary course of business.

          (c) The Company will  furnish to the Buyer when they become  available
interim unaudited  consolidated  financial statements of the Company for periods
ending after October 31, 1996.

          (d) Neither the LLC nor any  affiliate  of the LLC will enter into any
material  transaction  with the Company or any  Subsidiary,  except as otherwise
contemplated hereby.

          (e) The Company  will  maintain  its books and records in all material
respects in accordance with prior practice.


                                      -32-

<PAGE>



          (f) The Company  will comply in all material  respects  with all laws,
rules and regulations  applicable to it and it will cause the Subsidiaries to do
so.

          (g) The  Company  will  provide to the Buyer,  promptly  upon  receipt
thereof, a copy of any notice from any governmental authority of the revocation,
suspension,  violation,  or limitation of the rights under, or of any proceeding
for the revocation,  suspension, or limitation of the rights under (or that such
authority  may in the  future,  as the result of failure to comply  with laws or
regulations or for any other reason, revoke, suspend, or limit the rights under)
any Permit held by the Company or any Subsidiary.

          (h) The Company will notify the Buyer  promptly  after learning of the
institution or threat of any action against the Company or any Subsidiary in any
court,  or any action  against  the Company or any  Subsidiary  before any other
government  authority,  and  notify  the  Buyer  promptly  upon  receipt  of any
administrative  or court order  relating to any of the assets or business of the
Company or any Subsidiary.

          (i) The  Company  will not issue any  capital  stock or any  warrants,
options or other rights to acquire capital stock or securities  convertible into
or exercisable or exchangeable  for any the Company capital stock,  nor will the
Company authorize or agree to do any of the foregoing or cause any Subsidiary to
do any of the foregoing with respect to such Subsidiary's capital stock.

          (j) The LLC shall not sell,  pledge,  assign,  transfer  or  otherwise
dispose of or encumber any of the Company capital stock,  nor grant any right to
vote or acquire any of the Company capital stock.

          (k) The Company will not enter into any transaction or take any action
which  individually or in the aggregate  could  reasonably be expected to have a
Material Adverse Effect.

          (l) One time prior to the Closing Date, within five days after receipt
of a written  request from  TelePad and the Buyer,  the Company and the LLC will
update  their  representations  and  warranties  set forth in Article II and III
hereof as if such  representations  and  warranties  were made as of the date of
such update.

     5.02 Conduct of TelePad's and the Buyer's Business.  TelePad and the Buyer,
          ---------------------------------------------
as applicable, agree that, from and after the date hereof through the Closing or
the earlier termination of this Agreement:

          (a) TelePad's  business and  operations  will be conducted only in the
ordinary  course  in all  material  respects.  TelePad  will use its  reasonable
efforts to preserve  and  maintain its  business  and  properties  intact,  keep
available  the services of its  employees,  and preserve  the  relationships  of
TelePad with its employees,  suppliers,  customers,  sales  representatives  and
others having business relations with it.

                                      -33-

<PAGE>




          (b) TelePad  will  furnish to the  Company all of the reports  TelePad
files with the  Securities  and Exchange  Commission  or  otherwise  distributes
publicly after the date hereof.

          (c)  TelePad  will  maintain  its books and  records  in all  material
respects in accordance with prior practice.

          (d) Each of TelePad and the Buyer will comply in all material respects
with all laws, rules and regulations applicable to it.

          (e)  TelePad  will  provide  to the  Company,  promptly  upon  receipt
thereof, a copy of any notice from any governmental authority of the revocation,
suspension,  violation,  or limitation of the rights under, or of any proceeding
for the revocation,  suspension, or limitation of the rights under (or that such
authority  may in the  future,  as the result of failure to comply  with laws or
regulations or for any other reason, revoke, suspend, or limit the rights under)
any license or Permit held by TelePad or the Buyer.

          (f) TelePad  will notify the Company  promptly  after  learning of the
institution or threat of any action  against  TelePad or the Buyer in any court,
or any  action  against  TelePad  or  the  Buyer  before  any  other  government
authority, and notify the Company promptly upon receipt of any administrative or
court order relating to any of its assets or business.

          (g)  TelePad  will not enter into any  transaction  or take any action
which  individually or in the aggregate  could  reasonably be expected to have a
material  adverse  effect on  TelePad  or the Buyer or the  consummation  of the
transactions contemplated hereby.

          (h)  TelePad  and the Buyer  will  update  their  representations  and
warranties  set forth in Article IV at the same time as, and as of the same date
as, the update to be provided  by the  Company  and the LLC  pursuant to Section
5.01(l).

          (i) The Buyer will not acquire assets,  incur any liability or conduct
any business except as contemplated by this Agreement.

     5.03 Inspections and Confidentiality.
          --------------------------------

          (a)  Except  as may  unreasonably  interfere  with the  conduct  of or
otherwise  jeopardize  business of the  Company or TelePad,  as the case may be,
TelePad, the Company and their respective representatives will have the right at
reasonable times, and upon reasonable prior notice, to examine assets,  business
and records of the Company  and  TelePad,  respectively,  and to  interview  the
employees, agents and representatives of the Company and TelePad,  respectively,
concerning the operations,  business,  assets, financial condition and prospects
of such corporation, as may be reasonably requested by the respective party.


                                      -34-

<PAGE>



          (b)  In  connection  with  the   transactions   contemplated  by  this
Agreement,  the  Company  and the LLC will  furnish to TelePad and the Buyer and
TelePad  and  the  Buyer  will  furnish  to the  Company  and  the  LLC  certain
information  regarding their respective  businesses.  All information  furnished
hereunder  to  TelePad  and the  Buyer  or to the  Company  and the LLC or their
respective directors, officers, employees, agents or representatives,  including
attorneys,   accountants,   consultants  and  financial  advisors  (collectively
"representatives")  and all  analyses,  compilations,  data,  studies  or  other
documents  prepared  by  any  party  hereto  or its  respective  representatives
containing,  or  based  in  whole  or in  part  on,  any  such  information  are
hereinafter  collectively  referred to as the  "Information."  For all  purposes
hereof,  however,  the term "Information" shall not include (i) information that
is or  becomes  lawfully  available  to the  public  other  than as a result  of
disclosure  by any party hereto in breach of this  Agreement;  (ii)  information
that is or becomes available to any party hereto or their  representatives  on a
nonconfidential  basis;  and (iii)  information that has been furnished prior to
the date  hereof  on a  nonconfidential  basis to  TelePad  or the  Buyer by the
Company  or the LLC,  or its  representatives  or to the  Company  or the LLC by
TelePad or its representatives.

          (c)  (i) The  Information  will be kept  confidential  and  will  not,
without prior written consent of the party hereto which provided the Information
hereunder,  be disclosed by the party to which the  Information  was provided or
their representatives.

               (ii) Subject to the  provisions of Section 5.04 hereof,  no party
          hereto  will  disclose  to any  other  person  or  entity  the  terms,
          conditions   or  other   facts  with   respect  to  the   transactions
          contemplated by this Agreement,  including the status thereof,  except
          such disclosure as has been previously approved and as may be required
          by law, as reasonably  determined by the applicable party based on the
          advice of counsel.

          (d) If this Agreement is terminated or expires,  TelePad and the Buyer
shall, as requested by the Company or the LLC, return or destroy the Information
provided to it by the Company and the LLC, and the Company and the LLC shall, as
requested  by  TelePad,  return or destroy the  Information  provided to them by
TelePad.

          (e) If any party hereto or any of  representatives of any party hereto
is requested or becomes legally  compelled (by oral questions,  interrogatories,
request for information or documents,  subpoena, criminal or civil investigative
demand or similar  process) to  disclose  any of the  Information  relating to a
party other than itself,  such other party will be provided with prompt  written
notice so that it may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Agreement. If such protective order
or other remedy is not obtained,  or if the party that provided the  Information
waives compliance with the provisions of this Agreement, the person who has been
the subject of such request or legal  compulsion  will furnish only that portion
of the  Information  which is legally  required and will exercise all reasonable
efforts  to  obtain  reliable  assurance  that  confidential  treatment  will be
accorded the Information.  Notwithstanding anything herein to the contrary, each
party hereto shall be free to disclose any  Information  during the course of or
in connection with any litigation,

                                      -35-

<PAGE>



arbitration  or other  proceeding  based upon or in connection  with the subject
matter of this Agreement.

     5.04 Announcements and Federal Securities Law Matters.
          ------------------------------------------------

          (a) Each  party  hereto  and its  representatives  will  exercise  all
reasonable efforts to maintain  confidentiality with respect to the existence of
this Agreement and the transactions  contemplated by this Agreement at all times
prior  to the  public  announcement  of  the  execution  and  delivery  of  this
Agreement, except that it is understood that TelePad will, after consulting with
the  Company,  release  a  press  statement  announcing  the  existence  of this
Agreement and the transactions  contemplated by this Agreement and file with the
Securities  and  Exchange  Commission  a  report  including  disclosure  of this
Agreement and the transactions  contemplated by this Agreement and a copy hereof
as an  exhibit.  The  provisions  of this  Section  5.04 will be subject to each
party's  obligation to comply with  applicable  requirements of federal or state
laws or any governmental  order or regulation;  and in this regard,  the Company
and the LLC  understand  that TelePad is a publicly  held  corporation  and as a
result has disclosure obligations under federal and state securities laws.

          (b) The  Company and the LLC (i)  acknowledge  that they are and their
representatives  to whom Information will be provided  hereunder by TelePad will
be (A) aware that the United States  securities laws prohibit any person who has
material  nonpublic  information  about a company  from  purchasing  or  selling
securities  of  such  company  (whether  debt  or  equity  securities),  or from
communicating such information to any other person under  circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such
securities  and (B)  familiar  with the  Securities  Exchange  Act of  1934,  as
amended,  and the rules and  regulations  promulgated  thereunder and (ii) agree
that neither the Company nor the LLC will use,  cause any third party to use and
permit its representatives to use, any such Information in contravention of such
Act or any such rules and regulations, including Rule 10b-5.

     5.05  Notification of Certain  Matters.  The Company and the LLC shall give
           --------------------------------
prompt  notice to TelePad  and the Buyer,  and  TelePad and the Buyer shall give
prompt notice to the Company and the LLC, of (i) the  occurrence,  or failure to
occur, of any event that would be likely to cause any representation or warranty
contained in this Agreement and made by such party to be untrue or inaccurate in
any material  respect at any time from the date of this Agreement to the Closing
Date and (ii) any failure of TelePad,  the Buyer, the Company or the LLC, as the
case may be, to comply with or satisfy,  in any material respect,  any covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it under  this
Agreement.

     5.06 Permits and Approvals.
          ---------------------

          (a)  TelePad,  the  Buyer,  the  Company  and the LLC  each  agree  to
cooperate and use their best efforts to obtain (and will immediately prepare all
filings,  applications,  requests and notices  preliminary to) all approvals and
permits that may be necessary or which may be

                                      -36-

<PAGE>



reasonably   requested  by  any  such  party  to  consummate  the   transactions
contemplated by this Agreement.

          (b) To the extent that the  approval of a third party with  respect to
any contract is required in connection  with the  transactions  contemplated  by
this  Agreement,  the Company  and the LLC shall use its best  efforts to obtain
such  approval  prior  to the  Closing  Date  and if any  such  approval  is not
obtained,  the Company and the LLC shall cooperate with TelePad and the Buyer to
ensure that TelePad and the Buyer obtain the benefits of each such contract.

     5.07  Additional  Agreements.  The parties  agree to finalize the following
           ----------------------
documents no later than February 26, 1997: (i) an employment  agreement  between
the  Company  and  William  Hummel;   (ii)  amendments  to  existing  employment
agreements with the other Stockholders;  (iii) an assignment from the Company to
the  Stockholders  or the LLC of certain  life  insurance  policies;  and (iv) a
release,  which shall  include,  inter alia,  a release by the Company of claims
with respect to the period after the Closing Date against the Stockholders based
upon their status as former stockholders of the Company.


                                   ARTICLE VI

                         SURVIVAL OF REPRESENTATIONS AND
                           WARRANTIES; INDEMNIFICATION

     6.01 Survival of  Representations.  Except for actions based upon (a) fraud
          ----------------------------
or (b) a breach of  representations  and  warranties  contained in Section 2.23,
2.29 or 2.31 (each of which  shall  continue  in full  force and effect  without
limitation  until  expiration of the  applicable  statute of  limitations),  and
except for those  covenants  and  agreements  which,  by their terms,  expressly
survive for a different period, all representations,  warranties,  covenants and
agreements of the parties contained in this Agreement or expressly  incorporated
herein by reference shall survive the Closing Date and any investigation made by
or on behalf of any party  hereto  for a period of 18 months  after the  Closing
Date. Claims relating to fraud or breaches of such representations,  warranties,
covenants and  agreements  occurring  prior to the  expiration of the applicable
survival  period  may be  asserted  up to 30 days after the  expiration  of such
survival period.

     6.02 Statements as Representations. All statements contained herein, in the
          -----------------------------
Disclosure  Schedule or in any certificate or other document  delivered pursuant
to this Agreement,  shall be deemed  representations  and warranties  within the
meaning of Section 5.01 hereof.

     6.03 Indemnification Provisions for Benefit of TelePad and the Buyer.
          ---------------------------------------------------------------

          (a) If the Company or the LLC (the "Seller  Parties")  breaches (or in
the event any third party alleges  facts that,  if true,  would mean any of such
parties has breached)  any of their  representations,  warranties  and covenants
contained herein, then each of the Seller Parties,

                                      -37-

<PAGE>



jointly  and  severally,  agrees to  indemnify  TelePad  and the Buyer  from and
against the entirety of any Adverse  Consequences (as defined below) TelePad and
the Buyer may suffer through and after the date of the claim for indemnification
resulting from,  arising out of, relating to, in the nature of, or caused by the
breach (or the alleged breach). "Adverse Consequences" means all actions, suits,
proceedings,  hearings,  investigations,  charges, complaints,  claims, demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  liabilities,  obligations,  taxes,
liens,  losses,   expenses  and  fees,  including  court  costs  and  reasonable
attorneys' fees and expenses.

          (b) Each of the  Seller  Parties,  jointly  and  severally,  agrees to
indemnify  TelePad and the Buyer from and  against  the  entirety of any Adverse
Consequences  TelePad and the Buyer may suffer  resulting from,  arising out of,
relating to, in the nature of, or caused by any  liability of any of the Company
and the  Subsidiaries  for any taxes of the  Company and the  Subsidiaries  with
respect to any tax year or portion  thereof ending on or before the Closing Date
(or for any tax year  beginning  before and ending after the Closing Date to the
extent  allocable to the portion of such period  beginning  before and ending on
the Closing Date), to the extent such taxes are not reflected in the reserve for
tax liability (rather than any reserve for deferred taxes established to reflect
timing  differences  between  book  and tax  income)  shown  on the  face of the
Adjustment Date Balance Sheet.

          (c) Each of the  Seller  Parties,  jointly  and  severally,  agrees to
indemnify  TelePad and the Buyer from and  against  the  entirety of any Adverse
Consequences  TelePad and the Buyer may suffer  resulting from,  arising out of,
relating  to,  or  caused  by  any  action  or  inaction  of  the  Company,  its
Subsidiaries,   or   their   officers,   directors,   employees,   stockholders,
representatives or agents,  including the Trustee, with respect to the Plan, the
Trust, the Redemption Agreement or the Profit Sharing Plan,  notwithstanding the
absence of any breach of any representation, warranty or covenant hereunder.

     6.04  Indemnification  Provisions for Benefit of the LLC. If TelePad or the
           --------------------------------------------------
Buyer  (individually,  a "Buyer Party" and  collectively,  the "Buyer  Parties")
breaches (or in the event any third party  alleges  facts that,  if true,  would
mean a Buyer Party has breached)  any of its  representations,  warranties,  and
covenants  contained herein, then the applicable Buyer Party agrees to indemnify
the LLC from and against the  entirety of any Adverse  Consequences  the LLC may
suffer  through  and after the date of the claim for  indemnification  resulting
from, arising out of, relating to, in the nature of, or caused by the breach (or
the alleged breach).

     6.05 Matters Involving Third Parties.
          -------------------------------

          (a) If any third party shall  notify any of the Seller  Parties or the
Buyer  Parties  (the  "Indemnified  Party") with respect to any matter (a "Third
Party  Claim")  which may give rise to a claim for  indemnification  against any
other  party  (the  "Indemnifying  Party")  under  this  Article  VI,  then  the
Indemnified  Party shall  promptly  notify each  Indemnifying  Party  thereof in
writing;  provided,  however, that no delay on the part of the Indemnified Party
in notifying any

                                      -38-

<PAGE>



Indemnifying  Party shall  relieve the  Indemnifying  Party from any  obligation
hereunder unless (and then solely to the extent) the Indemnifying  Party thereby
is prejudiced.

          (b)  Any  Indemnifying  Party  will  have  the  right  to  defend  the
Indemnified Party against the Third Party Claim with counsel of the Indemnifying
Party's choice  reasonably  satisfactory to the Indemnified Party so long as (i)
the Indemnifying  Party notifies the Indemnified Party in writing within 15 days
after the  Indemnified  Party has given notice of the Third Party Claim that the
Indemnifying  Party,  subject to the terms and conditions hereof, will indemnify
the Indemnified Party from and against the entirety of any Adverse  Consequences
the Indemnified Party may suffer resulting from, arising out of, relating to, in
the nature of, or caused by the Third Party Claim,  (ii) the Indemnifying  Party
provides  the  Indemnified  Party with  evidence  reasonably  acceptable  to the
Indemnified Party that the Indemnifying Party will have the financial  resources
to  defend  against  the  Third  Party  Claim and  fulfill  its  indemnification
obligations  hereunder,  (iii) the Third Party Claim involves only money damages
and does not seek an injunction or other equitable  relief,  (iv) settlement of,
or an adverse  judgment  with  respect  to, the Third Party Claim is not, in the
good faith judgment of the Indemnified Party, likely to establish a precedential
custom or practice  materially  adverse to the continuing  business interests of
the Indemnified  Party, and (v) the  Indemnifying  Party conducts the defense of
the Third Party Claim actively and diligently.

          (c) So long as the Indemnifying Party is conducting the defense of the
Third Party Claim in accordance with Section 6.05(b),  (i) the Indemnified Party
may retain  separate co- counsel at its sole cost and expense and participate in
the  defense  of the Third  Party  Claim,  (ii) the  Indemnified  Party will not
consent to the entry of any judgment or enter into any  settlement  with respect
to the Third Party Claim without the prior written  consent of the  Indemnifying
Party (not to be withheld  unreasonably),  and (iii) the Indemnifying Party will
not  consent  to the entry of any  judgment  or enter into any  settlement  with
respect  to the Third  Party  Claim  without  the prior  written  consent of the
Indemnified Party (not to be withheld unreasonably).

          (d)  If any  of  the  conditions  in  Section  6.05(b)  is or  becomes
unsatisfied,  however, (i) the Indemnified Party may defend against, and consent
to the entry of any judgment or enter into any  settlement  with respect to, the
Third  Party Claim in any manner it  reasonably  may deem  appropriate  (and the
Indemnified  Party need not  consult  with,  or obtain  any  consent  from,  any
Indemnifying Party in connection therewith),  (ii) the Indemnifying Parties will
reimburse  the  Indemnified  Party  promptly and  periodically  for the costs of
defending  against the Third Party Claim (including  reasonable  attorneys' fees
and expenses),  and (iii) the Indemnifying  Parties will remain  responsible for
any  Adverse  Consequences  the  Indemnified  Party may suffer  resulting  from,
arising  out of,  relating  to, in the nature  of, or caused by the Third  Party
Claim to the fullest extent provided in this Article VI.



                                      -39-

<PAGE>



                                   ARTICLE VII

                      POST-CLOSING COVENANTS AND AGREEMENTS

     7.01 Board Composition. On the Closing Date, the Board shall consist of the
          -----------------
six (6) individuals listed on Exhibit D hereto.  Until such time as designees of
the LLC no longer  comprise  a  majority  of the Board,  directors  without  the
requisite   government   clearance  shall  be  excluded  from  participation  in
discussions  concerning,  and the  review of  documents  reflecting,  classified
matters.

     7.02  Investment  Obligations.  On each of (a) the Closing Date and (b) the
           -----------------------
date which is 12 months after the Closing Date, TelePad shall negotiate with the
Company  in  respect of making a $5  million  investment  in the  Company or the
Investment  Subsidiary.  Each such investment  shall be in the form of an equity
contribution  the  proceeds  of which  shall be used for the purpose or purposes
determined by a majority of the Company's  directors;  provided,  however,  that
either or both of such investment  obligations may be nullified by (i) a vote of
a majority of the Company's directors, so long as (A) designees or appointees of
the LLC  comprise a majority  thereof or (B) the  Additional  Consideration  has
already been paid, or (ii) the LLC, if the LLC's  designees no longer comprise a
majority of the Board and the Additional  Consideration  has not been paid. As a
condition to TelePad's  obligation to make each such $5 million investment,  the
LLC  must,  concurrent  with  the  Company's  specification  of the form of such
investment,  advise  TelePad  in  writing  as to the  formula to be used for the
calculation of Additional Consideration under Section 1.02(c)(ii).

     7.03 Delivery and Maintenance of Short Term Letter of Credit.  On or before
          -------------------------------------------------------
the Closing  Date,  the Buyer shall deliver to the LLC a letter of credit in the
face amount of $4.7  million  (the "Short Term Letter of  Credit"),  in form and
substance  reasonably  satisfactory  to the LLC, and issued by Central  Fidelity
Bank or  another  bank  acceptable  to the  Buyer and the LLC (the  "Bank"),  as
collateral  security for the Buyer's obligations under the Buyer Note. The Short
Term Letter of Credit  shall  expire on the earlier of full payment of the Buyer
Note or five  business  days  after the  "maturity  date" of the Buyer  Note (as
defined  therein)  (the  "Short  Term  Expiration  Date"),  be  irrevocable  and
unconditional,  shall not be transferable, shall permit partial draws, and shall
permit drafts drawn under it to be payable to the order of an escrow agent to be
agreed upon by the Buyer and the LLC (the "Escrow Agent"). The Short Term Letter
of Credit shall specify that a draft in proper form and the original  Short Term
Letter of Credit must be  presented  to draw drafts  payable to the Escrow Agent
under it. Drafts may be payable to another payee if the LLC presents to the Bank
written  authorization of the Buyer to honor a draft for the amount agreed to by
the parties,  payable at sight, and drawn under the Short Term Letter of Credit.
If the Buyer does not agree to issue the  foregoing  authorization,  the LLC may
nonetheless  draw upon the Short Term Letter of Credit after it has obtained and
presented  to  the  Bank a  final  order  or  decree  of a  court  of  competent
jurisdiction or other appropriate agency or arbitrator adjudicating a claim with
respect  to the  Buyer  Note in favor of the LLC.  If one day prior to the Short
Term  Expiration  Date there is a dispute  pending  with  respect to the Buyer's
obligations under the Buyer

                                      -40-

<PAGE>



Note,  the LLC may draw a draft  against  the Short Term Letter of Credit in the
amount of the claim under dispute, payable to the order of the Escrow Agent. The
LLC shall  deliver  to the Escrow  Agent all drafts  payable to the order of the
Escrow  Agent.  The LLC and the Buyer agree to finalize and enter into an escrow
agreement  with the Escrow Agent with respect to the Short Term Letter of Credit
prior to the Closing Date.  The Buyer shall be solely  responsible  for all fees
and charges related to the issuance of the Short Term Letter of Credit.

     7.04 Delivery and  Maintenance of Long Term Letter of Credit.  On or before
          -------------------------------------------------------
the date which is six  months  after the  Closing  Date,  unless the  Additional
Consideration has already been paid, the Buyer shall deliver to the LLC a letter
of credit in the face amount of $5 million  (the "Long Term Letter of  Credit"),
in form and  substance  reasonably  satisfactory  to the LLC,  and issued by the
Bank, as collateral  security for the Buyer's  obligations to pay the Additional
Consideration  to the LLC pursuant to Section 1.02 hereof.  The Long Term Letter
of Credit shall expire on the earlier of the Payment Date or five  business days
after the fifth  anniversary  of the  Closing  Date (the "Long  Term  Expiration
Date"),  be irrevocable  and  unconditional,  shall not be  transferable,  shall
permit  partial  draws,  and shall permit drafts drawn under it to be payable to
the order of the Escrow Agent. The Long Term Letter of Credit shall specify that
a draft in  proper  form and the  original  Long Term  Letter of Credit  must be
presented  to draw drafts  payable to the Escrow  Agent under it.  Drafts may be
payable to another  payee if the LLC presents to the Bank written  authorization
of the Buyer to honor a draft for the amount  agreed to by the parties,  payable
at sight, and drawn under the Long Term Letter of Credit.  If the Buyer does not
agree to issue the foregoing  authorization,  the LLC may nonetheless  draw upon
the Long Term Letter of Credit after it has obtained and presented to the Bank a
final order or decree of a court of competent  jurisdiction or other appropriate
agency  or  arbitrator  adjudicating  a claim  with  respect  to the  Additional
Consideration  in favor of the LLC. If five days before the Long Term Expiration
Date there is a dispute  pending  with respect to the Buyer's  obligations  with
respect to the  Additional  Consideration,  the LLC may draw a draft against the
Long Term Letter of Credit in the amount of the claim under dispute,  payable to
the order of the Escrow  Agent.  The LLC shall  deliver to the Escrow  Agent all
drafts payable to the order of the Escrow Agent.  The LLC and the Buyer agree to
finalize and enter into an escrow  agreement  with the Escrow Agent with respect
to the Long Term  Letter of Credit  prior to the date which is six months  after
the Closing Date. The Buyer shall be solely responsible for all fees and charges
related to the issuance of the Long Term Letter of Credit.

     7.05 Tax Matters.  The following  provisions shall govern the allocation of
          -----------
responsibility  as  between  the  Buyer  and  the LLC for  certain  tax  matters
following the Closing Date:

          (a) Tax Periods  Ending on or Before the Closing  Date.  The LLC shall
prepare or cause to be  prepared  and file or cause to be filed all tax  returns
for the Company and the  Subsidiaries  for all periods ending on or prior to the
Closing  Date which are filed after the Closing  Date.  The LLC shall permit the
Buyer to review and comment on each such tax return  described in the  preceding
sentence prior to filing. The LLC shall reimburse TelePad and the Buyer for

                                      -41-

<PAGE>



taxes of the Company and the Subsidiaries with respect to such periods within 15
days after  payment by the Buyer or the  Company  and the  Subsidiaries  of such
taxes  to the  extent  such  taxes  are not  reflected  in the  reserve  for tax
liability  (rather than any reserve for deferred  taxes  established  to reflect
timing  differences  between  book  and tax  income)  shown  on the  face of the
Adjustment Date Balance Sheet.

          (b) Tax Periods  Beginning  Before and Ending After the Closing  Date.
The Buyer shall  prepare or cause to be  prepared  and file or cause to be filed
any tax returns of the Company and the  Subsidiaries for tax periods which begin
before the Closing  Date and end after the Closing  Date and have not been filed
as of the date of this Agreement.  The LLC shall pay to the Buyer within 15 days
after the date on which  taxes are paid with  respect to such  periods an amount
equal to the portion of such taxes which  relates to the portion of such taxable
period  ending on the Closing Date to the extent such taxes are not reflected in
the reserve for tax  liability  (rather  than any  reserve  for  deferred  taxes
established to reflect timing differences  between book and tax income) shown on
the face of the Closing Date Balance Sheet. For purposes of this Section, in the
case of any taxes that are  imposed on a periodic  basis and are  payable  for a
taxable period that includes (but does not end on) the Closing Date, the portion
of such tax which  relates to the portion of such taxable  period  ending on the
Closing  Date shall (i) in the case of any taxes other than the taxes based upon
or related to income or receipts, be deemed to be the amount of such tax for the
entire  taxable  period  multiplied  by a fraction the numerator of which is the
number  of days  in the  taxable  period  ending  on the  Closing  Date  and the
denominator  of which is the number of days in the entire  taxable  period,  and
(ii) in the case of any tax based  upon or  related  to income or  receipts,  be
deemed equal to the amount which would be payable if the relevant taxable period
ended on the Closing Date. Any credits  relating to a taxable period that begins
before and ends after the Closing Date shall be taken into account as though the
relevant taxable period ended on the Closing Date. All determinations  necessary
to give effect to the foregoing allocations shall be made in a manner consistent
with prior practice of the Company and the Subsidiaries.

          (c) Cooperation on Tax Matters.  The parties shall cooperate fully, as
and to the extent reasonably  requested by another party, in connection with the
filing of tax returns  pursuant to this  Section  and any audit,  litigation  or
other  proceeding  with respect to taxes.  Such  cooperation  shall  include the
retention  and (upon the other  party's  request)  the  provision of records and
information which are reasonably relevant to any such audit, litigation or other
proceeding  and making  employees  available on a mutually  convenient  basis to
provide  additional   information  and  explanation  of  any  material  provided
hereunder. The parties agree (i) to retain all books and records with respect to
tax  matters  pertinent  to the  Company  and the  Subsidiaries  relating to any
taxable  period  beginning  before the Closing Date until the  expiration of the
statute of  limitations  (and,  to the extent  notified  by another  party,  any
extensions  thereof)  of the  respective  taxable  periods,  and to abide by all
record retention agreements entered into with any taxing authority,  and (ii) to
give the other party reasonable written notice prior to transferring, destroying
or discarding any such books and records and, if the other party so requests, to
allow such other party to take possession of such books and records.

                                      -42-

<PAGE>




          (d) Tax  Sharing  Agreements.  All tax sharing  agreements  or similar
agreements with respect to or involving the Company and the  Subsidiaries  shall
be  terminated as of the Closing Date and,  after the Closing Date,  the Company
and  the  Subsidiaries  shall  not  be  bound  thereby  or  have  any  liability
thereunder.  On or before the Closing  Date the Company and TelePad  shall enter
into a mutually acceptable tax sharing agreement.

          (e) Certain  Taxes.  All transfer,  documentary,  sales,  use,  stamp,
registration  and  other  like  taxes  and fees  (including  any  penalties  and
interest)  incurred in connection with the Buyer's  purchase of the Shares under
this  Agreement  shall be paid by the LLC when due, and the LLC will, at its own
expense,  file all necessary tax returns and other documentation with respect to
all such taxes and fees,  and, if required by applicable  law, the Buyer and the
Company,  as  applicable,  will,  and will cause its  affiliates to, join in the
execution of any such tax returns and other documentation.


                                  ARTICLE VIII

                              DISPUTES; ARBITRATION

     8.01 Disputes  Generally.  The parties  hereby  undertake to use good faith
          -------------------
efforts to settle all disputes arising under this Agreement. Failing settlement,
except as  provided  with  respect  to  disputes  under  Article  I hereof,  all
disputes,  including without  limitation claims of breach of contract,  fraud in
the  inducement  and  negligence  shall be  referred to binding  arbitration  in
Washington,  D.C. in accordance with the Commercial  Rules of Arbitration of the
American Arbitration Association.

     8.02 Selection of Arbitrator(s). If, within seven days after receipt by one
          --------------------------
party of the other  party's  notice of intention to  arbitrate,  the parties are
unable to agree on a single arbitrator, each party shall have 20 days to appoint
its own arbitrator,  and the two arbitrators thus chosen shall together,  within
seven days of their  appointment,  appoint a third  arbitrator.  If either party
fails to appoint its own arbitrator within the specified period,  the arbitrator
appointed by the other party shall be the sole arbitrator.  If both parties fail
to  appoint  arbitrators  within the  specified  period,  or if the  arbitrators
appointed by the parties fail to appoint a third arbitrator within the specified
period,  the American  Arbitration  Association shall make the appointment.  The
parties   shall  use  their  best  efforts  to  appoint   arbitrators   who  are
knowledgeable in the data processing field.

     8.03 Decision of Arbitrators.  The decision of the  arbitrator(s)  shall be
          -----------------------
reduced to writing  with a full  explanation  of its factual and legal basis and
shall be rendered  within 30 days after all  evidence  and  arguments  have been
submitted.  Such  decision  shall be final and may be  enforced  in any court of
competent jurisdiction.


                                      -43-

<PAGE>



     8.04 Expense of  Arbitration.  Each party in any proceeding  shall bear (a)
          -----------------------
his or its own expenses incurred in connection with  arbitration,  including all
legal,  accounting and other  professional  fees and expenses and (b) his or its
proportional share of the fees and expenses of the arbitrators.


                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     9.01 Amendment and Modifications. Subject to applicable law, this Agreement
          ---------------------------
may be amended,  modified and supplemented only by written agreement between the
parties  hereto  which states that it is intended to be a  modification  of this
Agreement.

     9.02 Waiver of  Compliance.  Any failure of the Company and the LLC, on the
          ---------------------
one hand, or TelePad and the Buyer, on the other, to comply with any obligation,
covenant,  agreement or condition  herein may be expressly  waived in writing by
the other  party,  but such waiver or failure to insist  upon strict  compliance
with such  obligation,  covenant,  agreement or condition shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.

     9.03 Expenses.  Except as otherwise provided herein, the parties agree that
          --------
all fees and expenses incurred by them in connection with this Agreement and the
transactions contemplated hereby shall be borne by the party incurring such fees
and expenses,  including, without limitation, all fees of counsel, actuaries and
accountants. The Company shall be responsible for any legal, accounting or other
fees and expenses  incurred by the Company in connection  with the  transactions
contemplated  hereby  and all  such  fees  and  expenses  incurred  through  the
Adjustment  Date shall be fully accrued,  paid or estimated as of the Adjustment
Date and taken into account in calculating the Company's Consolidated Net Worth.

     9.04  Reasonable  Efforts;  Further  Assurances.  Each  party  will use its
           -----------------------------------------
reasonable  efforts  to  cause  all  conditions  to its  and the  other  parties
obligations  hereunder  to be timely  satisfied  and to perform  and fulfill all
obligations on its part to be performed and fulfilled under this  Agreement,  to
the end that the  transactions  contemplated in this Agreement shall be effected
substantially  in  accordance  with its  terms as  reasonably  practicable.  The
parties  shall  cooperate  with  each  other  in such  actions  and in  securing
requisite approvals.  Each party shall execute and deliver both before and after
the Closing such further  certificates,  agreements and other documents and take
such other  actions as the other party may  reasonably  request to consummate or
implement  the  transactions  contemplated  hereby or to evidence such events or
matters.

     9.05 Remedies;  Waiver.  To the maximum extent permitted by law, all rights
          -----------------
and remedies  existing  under this Agreement are cumulative to and not exclusive
of, any rights or remedies otherwise  available under applicable law. No failure
on the part of any party to exercise

                                      -44-

<PAGE>



or delay in exercising any right hereunder shall be deemed a waiver thereof, nor
shall any single or partial  exercise  preclude any further or other exercise of
such or any other right.

     9.06  Knowledge  Convention.  Whenever  any  statement  herein  or  in  any
           ---------------------
schedule,  exhibit,  certificate  or  other  documents  delivered  to any  party
pursuant to this Agreement is made "to the knowledge" or "to the best knowledge"
or  words  of  similar  intent  or  effect  of the  Company  or  the  LLC or its
representatives,  such  person  shall  make such  statement  only  after  making
reasonable  inquiry of each of the  Stockholders and the officers of the Company
to the extent  that such  person  could  reasonably  be  expected to possess the
requisite   knowledge  and  each   statement   shall  be  deemed  to  include  a
representation  that such inquiry has been  conducted.  Whenever  any  statement
herein or in any schedule, exhibit,  certificate or other documents delivered to
any party  pursuant to this Agreement is made "to the knowledge" or "to the best
knowledge"  or words of similar  intent or effect of TelePad or the Buyer or its
representatives,  such  person  shall  make such  statement  only  after  making
reasonable  inquiry  of each of the  officers  of  TelePad  and the Buyer to the
extent that such person could  reasonably  be expected to possess the  requisite
knowledge,  and each statement shall be deemed to include a representation  that
such inquiry has been conducted

     9.07  Notices.  All  notices,  requests,  demands and other  communications
           -------
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed,  certified  or  registered  mail
with postage prepaid:

                     (a)       if the Company or the LLC, to:

                               Federal Computer Corporation
                               2745 Hartland Road
                               Falls Church, Virginia  22043
                               Attention:  William E. Hummel, President

                               with a copy to:

                               Swidler & Berlin, Chartered 3000 K Street, N.W.
                               Suite 300
                               Washington, D.C.  20007
                               Attention:  Morris F. DeFeo, Jr., Esquire

or to such other  person or address as the  Company or the LLC shall  furnish to
TelePad and the Buyer in writing;


                                      -45-

<PAGE>



                     (b)       if to TelePad or the Buyer, to:

                               TelePad Corporation
                               380 Herndon Parkway
                               Suite 1900
                               Herndon, Virginia  22070
                               Attention:  Donald W. Barrett, Chairman and Chief
                                           Executive Officer

                     with a copy to:

                               Arent Fox Kintner Plotkin & Kahn
                               1050 Connecticut Avenue, N.W.
                               Washington, D.C.  20036-5339
                               Attention:  Carter Strong, Esquire

or to such other person or address as TelePad or the Buyer shall  furnish to the
Company and the LLC in writing.

     9.08 Assignment.  This Agreement and all of the provisions  hereof shall be
          ----------
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties hereto without the prior written consent of the other parties.

     9.09  Governing  Law.  This  Agreement  and the legal  relations  among the
           --------------
parties hereto shall be governed by and construed in accordance with the laws of
the  Commonwealth  of Virginia,  excluding  such  jurisdiction's  principles  of
conflicts of laws.

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

     9.11 Construction.  The headings of Sections and Articles of this Agreement
          ------------
are  inserted  for  convenience  only and shall not  constitute a part hereof or
affect  in any  way  the  meaning  or  interpretation  of  this  Agreement.  All
references herein to Articles, Sections and Exhibits shall be deemed to refer to
Articles, Sections and Exhibits of this Agreement.

     9.12 Entire Agreement. This Agreement, including the Exhibits and Schedules
          ----------------
hereto,  the  Disclosure  Schedule  and the  other  documents  and  certificates
delivered  pursuant  to the terms  hereof,  set forth the entire  agreement  and
understanding  of the parties hereto in respect of the subject matter  contained
herein, and supersede all prior agreements,  promises, covenants,  arrangements,
communications,  representations or warranties,  whether oral or written, by any
officer, employee or representative of any party hereto.


                                      -46-

<PAGE>



     9.13 Third Parties. Except as specifically set forth or referred to herein,
          -------------
nothing herein  expressed or implied is intended or shall be construed to confer
upon or give to any  person or  corporation  other than the  parties  hereto and
their  successors or assigns,  any rights or remedies under or by reason of this
Agreement.



                                      -47-

<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and, if applicable, their respective corporate seals to be affixed
hereto, all as of the day and year first above written.

                            TELEPAD CORPORATION


                            By:  ____________________________________________

                            Title:___________________________________________


                            TELEPAD ACQUISITION, INC.


                            By:  ____________________________________________

                            Title:___________________________________________




                            FEDERAL COMPUTER CORPORATION


                            By:  ____________________________________________

                            Title:___________________________________________



                            HARTLAND GROUP, LLC


                            By:  ____________________________________________

                            Title:___________________________________________




                                      -48-


<PAGE>



                                                                       EXHIBIT A
                                                                       ---------

                                 PROMISSORY NOTE
                                 ---------------



                      $4,700,000.00, Virginia _______, 1997


          FOR VALUE  RECEIVED,  on or before one hundred  and eighty  (180) days
after the date hereof (__________, 1997), the undersigned,  TELEPAD ACQUISITION,
INC.,  a Delaware  corporation  (the  "Maker"),  promises to pay to the order of
Hartland Group, LLC, a Virginia limited  liability company (the "Lender",  which
shall  include any holder of this Note),  with  offices at 2745  Hartland  Road,
Falls Church,  Virginia  22043,  or at such other place as the holder hereof may
from time to time designate in writing,  the principal sum of Four Million Seven
Hundred Thousand Dollars ($4,700,000.00), plus interest on the principal balance
thereof from time to time  outstanding at a rate which is at all times eight and
one-half  percent  (8.5%)  per  annum,   payable  in  equal  successive  monthly
installments of interest only, commencing on _____________, 1997, and continuing
on the ___ day of each succeeding  month  thereafter until the date which is one
hundred and eighty (180) days after the date hereof, the "maturity date" hereof,
when the entire  principal  balance  hereof,  all  accrued  and unpaid  interest
thereon,  and all  applicable  fees,  costs and charges if any, shall be due and
payable in full, unless the payment of such amount is accelerated subject to the
terms hereof.

          Interest  hereon shall be calculated on the basis of the actual number
of days elapsed in a 360-day  year.  All payments of principal  and/or  interest
hereon shall be payable in lawful money of the United States and in  immediately
available funds.

          In the event that any  payment of  principal  and/or  interest  is not
actually received by the holder hereof within five (5) business days of the date
such payment is due, the Maker agrees to pay a late charge equal to five percent
(5%) of the total amount of the delinquent  installment.  All payments  received
hereon shall be applied, at the Lender's option,  first to late charges, if any,
then to interest and then to principal.

          Notwithstanding  anything set forth herein to the contrary,  after the
maturity  date  of  this  Note,  whether  at  the  stated  maturity  date  or by
acceleration,  interest on this Note shall be payable at a rate of thirteen  and
one-half  percent (13.5%) per annum,  but in no event shall the rate of interest
applicable hereto be greater than the highest rate permissible under law.

          Any of the  following  shall  constitute a default  hereunder:  (1) if
default be made:  (a) in the payment of any  installment  (or part  thereof) due
hereunder;  or (b) in the  performance or observance in any material  respect of
any other  covenant or  agreement  set forth in this Note or in any other of the
"Loan Documents"  (hereinafter  defined) and such non-monetary default continues
for more than ten (10)  business  days after notice  thereof is delivered to the
Maker;  (2)  if  any  warranty  or   representation  of  the  Maker  or  TelePad
Corporation,  a Delaware corporation ("TelePad") in the Loan Documents is untrue
or misleading in any material respect; (3) the


<PAGE>



inability of the Maker or TelePad to pay its debts generally as they become due,
or the  insolvency of the Maker or TelePad or any  assignment for the benefit of
creditors,  or the filing of a petition by or against the Maker or TelePad under
the provisions of any bankruptcy  (provided  that, in the case of an involuntary
filing for bankruptcy protection under the United States Bankruptcy Code against
Maker, such petition is not dismissed within thirty (30) days),  insolvency,  or
similar  law for the  relief of  debtors,  or the  issuance  or  service  of any
attachment,  levy or  garnishment  against  the Maker or  TelePad  or any of the
Maker's  property or the property of TelePad;  (4) if TelePad shall  dissolve or
cease  to be a  going  concern;  (5) the  acceleration  of the  maturity  of any
indebtedness, obligation or liability of any kind and/or nature of Maker (or any
subsidiary or  affiliate) to any person or entity,  including but not limited to
Lender,  whether  now  existing  or  hereafter  created  or  arising,  direct or
indirect,  matured or  unmatured,  and whether  absolute or  contingent,  joint,
several  or joint and  several,  and  howsoever  owned,  held or  acquired,  the
principal  amount of which exceeds an aggregate of One Hundred  Thousand Dollars
($100,000.00);  or (6) the failure of Maker (or any  subsidiary or affiliate) to
satisfy any judgments in excess of the aggregate  amount of One Hundred Thousand
Dollars  ($100,000.00) within thirty (30) days after such judgment becomes final
and enforceable by lien,  levy and execution  under  applicable law, unless such
execution is stayed.

          Any  of  the  following  shall  constitute  an  "Acceleration   Event"
hereunder: (a) except for an "Excluded Person" (as defined below), any "person,"
including a "group,"  as such terms are  defined in Sections  13(d) and 14(d) of
the  Securities  Exchange  Act of 1934,  as amended,  and the rules  promulgated
thereunder  (collectively,  the "Exchange Act"),  becomes the "beneficial owner"
(as defined under the Exchange Act), directly or indirectly, whether by purchase
or  acquisition  or  agreement  to act in concert or  otherwise,  of  forty-five
percent (45%) or more of the outstanding capital stock of the Maker,  TelePad or
Federal Computer Corporation,  a Virginia corporation ("FCC"); (b) except in the
case of a merger or consolidation in which (i) the Maker,  TelePad or FCC is the
surviving  corporation,  and (ii) in the case of a merger  or  consolidation  of
Maker or FCC, Excluded Persons  beneficially  own, directly or indirectly,  more
than  sixty-six  and  two-thirds  percent  (66  2/3%)  of the  Maker's  or FCC's
outstanding  capital stock immediately  after such merger or consolidation,  the
Maker, TelePad or FCC consummates a merger,  consolidation,  liquidation or sale
of all or substantially all of the Maker's,  TelePad's or FCC's assets;  (c) the
consummation by the Maker or FCC of an initial  underwritten  public offering of
FCC's or the Maker's capital stock, registered under the Securities Act of 1933,
as  amended,  on a  registration  statement  on  Form  S-1 or  SB-2;  or (d) the
composition of the board of directors of FCC (the "Board") is altered,  modified
or otherwise  amended such that the designees or appointees of the Lender do not
comprise  a  majority  of the  Board  and  the  Lender  elects  to  receive  the
"Additional  Consideration" (as defined in the "Purchase Agreement"  hereinafter
defined)  as a  result  thereof  pursuant  to  Section  1.02  of  the  "Purchase
Agreement"  (hereinafter  defined).  As used herein,  an "Excluded Person" shall
mean TelePad or any wholly owned subsidiary of TelePad.

          In the event of any default hereunder,  subject to any applicable cure
period provided herein, or in the event of an Acceleration Event, as applicable:
(1) the entire principal

                                       -2-

<PAGE>



balance  hereof,  all  accrued  and  unpaid  interest  thereon,  and  all  other
applicable fees, costs and charges, if any, shall at once become due and payable
at the option of the holder of this  Note;  (2) the Lender  shall have all other
rights and remedies  provided  hereunder and under the other Loan  Documents and
available at law or in equity, which rights and remedies shall be cumulative and
not alternative and may be exercised  successively or concurrently;  and (3) the
Lender may  set-off  against  the  balance  hereof,  or may seize,  hold  and/or
impress, any and all credits, money, stocks, bonds or other security or property
of any nature  whatsoever on deposit with, or held by, or in the  possession of,
the Lender, to the credit of or for the account of the Maker,  without notice to
or consent by the Maker.

          This Note may be prepaid, in whole, without penalty; provided however,
that any prepayments of principal  shall be applied against the  installments or
other payments of principal hereunder in their inverse order of maturity.

          Each party liable hereon in any capacity,  whether as maker, endorser,
surety,  guarantor or otherwise,  (i) waives  presentment,  demand,  protest and
notice of presentment, notice of protest and notice of dishonor of this debt and
each and  every  other  notice  of any kind  respecting  this  Note  (except  as
otherwise expressly provided for herein), (ii) agrees that the holder hereof, at
any time or times,  without notice to it or its consent, may grant extensions of
time, without limit as to the number or the aggregate period of such extensions,
for the payment of any principal  and/or interest due hereon[,  and (iii) to the
extent  not  prohibited  by law,  waives  the  benefit of any law or rule of law
intended for its advantage or  protection  as an obligor  hereunder or providing
for its release or discharge  from  liability  hereon,  in whole or in part,  on
account of any facts or  circumstances  other than full and complete  payment of
all amounts due hereunder].

          THE MAKER AND ANY OTHER PARTY LIABLE HEREON IN ANY  CAPACITY,  WHETHER
AS ENDORSER,  SURETY,  GUARANTOR, OR OTHERWISE IF ANY, EACH WAIVES TRIAL BY JURY
WITH RESPECT TO ANY ACTION,  CLAIM,  SUIT OR PROCEEDING IN RESPECT OF OR ARISING
OUT OF THE LOAN EVIDENCED HEREBY AND/OR THE CONDUCT OF THE RELATIONSHIP  BETWEEN
THE LENDER,  THE MAKER  AND/OR ANY OTHER PARTY  LIABLE  HEREON IN ANY  CAPACITY,
WHETHER AS ENDORSER, SURETY, GUARANTOR, OR OTHERWISE.

          The Maker promises to pay all costs of collection,  including, but not
limited to,  reasonable  attorneys'  fees, if this Note is not paid in full when
due,  whether at the stated  maturity or by reason of  acceleration  of maturity
under  the terms  hereof or under the terms of any other of the Loan  Documents,
whether suit be brought or not.

          In case any one or more of the provisions contained in this Note or in
any other of the Loan Documents shall be invalid,  illegal or  unenforceable  in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions of this Note and the other of the Loan  Documents  shall in no way be
affected or impaired thereby.

                                       -3-

<PAGE>



          This  Note may not be  changed  orally,  but only by an  agreement  in
writing signed by the parties  against whom  enforcement of any waiver,  change,
modification or discharge is sought.

          This Note is secured by (i) that certain Stock Pledge,  Assignment and
Security Agreement of even date herewith,  by and between the Maker, TelePad and
the Lender,  providing the Lender with an assignment  and a first priority lien,
as applicable,  against certain property including one hundred percent (100%) of
the  outstanding  capital stock of the Maker and one hundred  percent  (100%) of
FCC's  outstanding  capital stock being purchased in connection  herewith by the
Maker, as more particularly described therein (the "Pledge Agreement"); and (ii)
that certain  Irrevocable  Letter of Credit in the amount of Four Million  Seven
Hundred Thousand Dollars ($4,700,000.00),  as more particularly set forth in the
"Purchase  Agreement" (as defined below) (the "Letter of Credit").  This Note is
issued in connection  with that certain Stock Purchase  Agreement  dated January
27, 1997, by and among the Maker,  TelePad,  the Lender,  and FCC (the "Purchase
Agreement").  This Note,  the Pledge  Agreement,  the Letter of Credit,  and the
Purchase  Agreement,  together  with all other  documents  now and/or  hereafter
issued,  executed and/or delivered in connection with the loan evidenced hereby,
are herein collectively referred to as the "Loan Documents".

          All of the terms,  covenants,  provisions,  conditions,  stipulations,
promises and agreements contained in the Loan Documents to be kept, observed and
performed  by the Maker  and/or by any other  parties  to any one or more of the
Loan  Documents  (except for the Lender) are hereby made a part of this Note and
incorporated  herein by reference to the same extent and with the same force and
effect as if they were fully set forth herein, and the Maker promises and agrees
to keep,  observe  and  perform  them or cause  them to be  kept,  observed  and
performed, strictly in accordance with the terms and provisions thereof.

          The Maker  warrants and represents  that the loan evidenced  hereby is
being made for business or investment purposes.  The Maker warrants,  represents
and  covenants  that the debt  evidenced by this Note shall be senior to any and
all other debt now existing or hereinafter incurred by the Maker.

          This  Note  shall  be  governed  in all  respects  by the  laws of the
Commonwealth  of  Virginia  and shall be  binding  upon and shall  insure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators,  personal  representatives,  successors  and assigns.  This Note
shall not be assigned or  transferred  by the Lender  without the express  prior
written  consent  of  the  Maker,  which  shall  not be  unreasonably  withheld,
conditioned or delayed.



                                       -4-

<PAGE>


          WITNESS  the due  execution  hereof  under seal the day and year first
above written.


ATTEST:                                        TELEPAD ACQUISITION, INC., a
                                               Delaware corporation

----------------------
                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________


                                       -5-

<PAGE>


                                                                       EXHIBIT B
                                                                       ---------


                       [TO BE PROVIDED AND INSERTED HERE]



<PAGE>


                                                                       EXHIBIT C
                                                                       ---------


                 STOCK PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
                 -----------------------------------------------


     TELEPAD  ACQUISITION,   INC.,  a  Delaware  corporation  ("Debtor"),   with
principal place of business located at 380 Herndon Parkway, Suite 1900, Herndon,
Virginia 22070,  requests that Hartland Group, LLC, a Virginia limited liability
company ("Lender"),  extend financial  accommodations to Debtor,  subject to the
terms and conditions hereof and evidenced by Debtor's promissory note referenced
below and that certain Stock Purchase  Agreement of even date  herewith,  by and
between Debtor, Lender, TelePad Corporation, a Delaware corporation ("TelePad"),
and Federal Computer Corporation,  a Virginia corporation ("FCC") (the "Purchase
Agreement"). In consideration of Lender's extending such accommodations,  Debtor
and TelePad make the  representations  and warranties to Lender contained herein
and, as long as this  Agreement has not been  terminated  by Lender,  agree with
Lender as follows:

     1.   Commitment.
          ----------

          (a) Lender shall extend to Debtor a secured term loan in the amount of
Four Million Seven Hundred  Thousand Dollars  ($4,700,000.00),  bearing interest
and being  payable to the order of Lender in the  original  principal  amount of
Four Million Seven Hundred Thousand Dollars  ($4,700,000.00),  together with all
extensions,  renewals and  modifications  thereof,  and  substitutions  therefor
(collectively,  the "Term  Note").  The Term Note is  secured  by,  among  other
things,  the pledge of one hundred  percent  (100%) of the  outstanding  capital
stock of FCC,  being  purchased  in  connection  herewith  by  Debtor  (the "FCC
Shares") and one hundred  percent  (100%) of the  outstanding  capital  stock of
Debtor (the "Newco Shares," the Newco Shares and the FCC Shares are collectively
referred to as the  "Property"),  as more  particularly  described on Schedule A
hereto and incorporated herein. The Term Note shall also be secured by a certain
Irrevocable  Letter of  Credit  in the  amount  of Four  Million  Seven  Hundred
Thousand  Dollars  ($4,700,000.00)  issued in  accordance  with the terms of the
Purchase  Agreement  (the "Short Term Letter of Credit").  This  Agreement,  the
Purchase  Agreement,  the  Term  Note,  the  "Letters  of  Credit"  (hereinafter
defined),   and  any  other  document  executed  in  connection   therewith  are
hereinafter referred to as the "Loan Documents."

          (b)  Pursuant to Section  1.02 of the  Purchase  Agreement,  Debtor is
obligated  to pay the  "Additional  Consideration"  (as defined in the  Purchase
Agreement)  under certain  circumstances.  The  satisfaction  of the  Additional
Consideration  obligation  shall be  further  secured  by a certain  Irrevocable
Letter of Credit in the amount of Five Million Dollars  ($5,000,000.00),  issued
in accordance with the terms of the Purchase Agreement (the "Long Term Letter of
Credit").  The Short Term  Letter of Credit  and the Long Term  Letter of Credit
shall be collectively referred to as the "Letters of Credit."

          (c) The  obligations  evidenced by the Loan  Documents  are  sometimes
herein referred to as the "Loan."



<PAGE>



     2. Grant of Security  Interest and Assignment.  As collateral  security for
        ------------------------------------------
the Loan, as well as for any and all other liabilities and obligations of Debtor
and TelePad to Lender,  whether now  existing or  hereafter  created or arising,
direct or indirect,  matured or unmatured,  and whether  absolute or contingent,
joint,  several,  or  joint  and  several,  and no  matter  how the  same may be
evidenced or shall arise,  including  without  limitation all sums due under the
Term Note or in connection with the Loan and the obligation to pay to Lender the
Additional Consideration provided for in Section 1.02 of the Purchase Agreement,
up to the  aggregate  amount  of $16  million  (all  of  which  are  hereinafter
collectively  called the  "Obligations"),  (A) TelePad hereby grants to Lender a
security interest in, and pledges to Lender,  the Newco Shares free and clear of
any mortgage, pledge, lien on, security interest in, hypothecation,  assignment,
charge, right,  encumbrance or other restriction or liability,  other than those
which result by  operation of the Loan  Documents  (collectively  "Liens"),  (B)
Debtor  hereby  grants a security  interest  in, and pledges to Lender,  the FCC
Shares,  free and clear of all Liens, and (C) TelePad and Debtor, as applicable,
hereby pledge,  grant and convey to Lender (i) all cash,  securities,  dividends
and other  property at any time and from time to time  received,  receivable  or
otherwise  distributed  in respect of or in exchange for any of the Newco Shares
or FCC Shares;  (ii) all additional shares of stock of any class issued by Newco
or FCC at any time and from  time to time in any  manner,  and the  certificates
representing such additional shares, and all cash,  securities,  dividends,  and
other  property  at any time  and  from  time to time  received,  receivable  or
otherwise  distributed  in  respect  of or in  exchange  for  any or all of such
additional shares;  and (iii) all securities  hereafter  delivered  hereunder to
Lender  in  substitution  for  or in  addition  to any  of  the  foregoing,  all
certificates and instruments representing or evidencing such securities, and all
cash, securities, dividends and other property at any time and from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all of the foregoing (the "Collateral").

     3. Delivery of Property.  Debtor and TelePad shall, upon the full execution
        --------------------
of this Agreement,  deliver to Lender, or its respective duly appointed nominee,
the certificates representing the Property,  together with stock powers in blank
duly  executed by Debtor or TelePad (or such  nominee).  If at any time and from
time to time following the execution of this  Agreement  Debtor or TelePad shall
become  entitled  to receive  or shall  receive  in  connection  with any of the
Property, any:

          (i)  stock certificate, including, without limitation, any certificate
               representing a stock dividend or in connection  with any increase
               or reduction of capital, reclassification, merger, consolidation,
               sale of assets,  combination of shares,  stock split,  spinoff of
               splitoff; or

          (ii) option,  warrant,  or  right,  whether  as an  addition  to or in
               substitution  of or in  exchange  for  any  of  the  Property  or
               otherwise;

then,  Debtor or TelePad,  as the case may be, shall accept the same as Lender's
agent,  in trust for Lender (as part of the  Collateral),  and shall deliver the
same  immediately to Lender,  in the exact form received,  with the  appropriate
endorsement when necessary, or appropriate stock powers

                                       -2-

<PAGE>



duly executed in blank,  together with any  documentary tax stamps and any other
documents  necessary to cause Lender to have a good,  valid and perfected  first
pledge of, lien on, and security interest in the Collateral, as applicable, free
and clear of any Lien.  At any time  following an "Event of Default" (as defined
in Section 13 hereof),  any or all securities  comprising the Collateral held by
Lender  hereunder  may, at the option of Lender,  be  registered  in the name of
Lender or in the name of its nominee, and Debtor or TelePad, as the case may be,
hereby covenants that, upon demand therefor by Lender, Debtor or TelePad, as the
case may be, shall effect such  registration  or cause such  registration  to be
effected. Nothing in this Section 3 shall be construed to authorize the issuance
by FCC, Debtor or TelePad of any securities,  or the taking of any other action,
the issuance or taking of which would constitute a default hereunder.

     4.  Rights  Incident  to  Property.  Until  the  occurrence  of an Event of
         ------------------------------
Default,  Debtor or  TelePad,  as the case may be,  shall be granted a revocable
license to all voting  rights with  respect to the  Property.  Immediately,  and
without further notice,  upon the occurrence of an Event of Default,  whether or
not the  Collateral  shall  have  been  registered  in the name of Lender or its
nominee,   the   abovereferenced   license  shall  be  deemed   immediately  and
automatically  revoked and Lender or its nominee shall have, with respect to the
Collateral, the right to exercise all voting rights as to all of the Collateral,
together  with  all  other  corporate  rights  and  all  conversion,   exchange,
subscription or other rights,  privileges or options pertaining thereto as if it
were the absolute owner thereof,  including,  without  limitation,  the right to
exchange  any  or  all  of  the  Collateral  upon  the  merger,   consolidation,
reorganization, recapitalization or other readjustment of the issuer thereof, or
upon the exercise by such issuer of any right,  privilege,  or option pertaining
to  any  of  the  Collateral  to any  committees,  depository,  transfer  agent,
registrar or other  designated  agency upon such terms and  conditions as it may
determine,  all  without  liability  except to account for  Collateral  actually
received by it; but Lender shall have no duty to exercise  any of the  aforesaid
rights, privileges or options and shall not be responsible for any failure to do
so or delay in doing so.

     5.  Dividends.  Until  the  occurrence  of an Event of  Default,  Debtor or
         ---------
TelePad,  as the case may be,  shall be granted a  revokable  license  entitling
Debtor or TelePad to receive and retain  regular cash  dividends  payable on the
FCC Shares and the Newco Shares,  respectively,  but any and all other dividends
or stock or liquidation dividends, distributions of property, returns of capital
or other distributions made on or in respect of the Property,  whether resulting
from a subdivision,  combination or  reclassification of the outstanding capital
stock of Debtor or FCC or  received  in  exchange  for the  Property or any part
thereof,  any and all  cash and  other  property  received  in  exchange  for or
redemption  of any Property,  shall become part of the  Collateral to be held by
the Lender in  accordance  with the terms  hereof.  The Lender shall execute and
deliver to TelePad and Debtor all such powers of attorney,  dividend orders, and
other  instruments  as TelePad or Debtor may request for the purpose of enabling
TelePad or Debtor to receive the dividends which it is authorized to receive and
retain  pursuant to this Section 5. Upon the  occurrence of an Event of Default,
such license shall be deemed  immediately and  automatically  revoked and Lender
shall be entitled to any and all cash dividends  thereafter (or  simultaneously)
made for the benefit of Debtor or TelePad, as the case may be, which shall be

                                       -3-

<PAGE>



promptly delivered to Lender as additional  security hereunder or applied toward
the  satisfaction  of the  Obligations  in  Lender's  sole  discretion.  Nothing
contained  in this  Section  5 or in  Section  4 hereof  shall be  construed  to
authorize  the payment of any dividend,  in cash or otherwise,  or the making of
any  distribution,  or the  taking of any  action by FCC,  Debtor or  TelePad or
otherwise,  the making, taking or payment of which is otherwise  prohibited,  or
which would otherwise constitute a default hereunder.

     6. Business and Status of Debtor, Authorization.  Debtor is and will remain
        --------------------------------------------
a corporation under the laws of Delaware, in good standing, licensed and in full
compliance with all applicable laws and regulations.  The execution and delivery
of this Agreement by each of Debtor and TelePad is duly  authorized and will not
contravene  any  agreement,  order or  regulation  to which Debtor or TelePad is
subject.

     7. Financial Statements.
        --------------------

          (a) Debtor or TelePad,  as the case may be, shall provide Lender:  (i)
on or before ninety (90) days after the close of each of Debtor's  fiscal years,
Debtor's  balance  sheet as of the end of such year and  related  statements  of
income and retained earnings and of cash flow for each fiscal year,  reported on
by an independent certified public accountant;  (ii) on or before fortyfive (45)
days  after the end of each of the  first  three (3)  fiscal  quarters  for each
fiscal year of Debtor,  the  unaudited  balance sheet of Debtor as of the end of
each such quarter and the related  unaudited  statements  of income and retained
earnings and of cash flow of Debtor,  certified by a senior officer of Debtor as
being fairly  stated in all material  respects  when  considered  in relation to
Debtor's  audited  annual  financial   statements  (subject  to  normal  yearend
adjustments);  or (iii) all Securities and Exchange  Commission  ("SEC") reports
and filings  submitted  by TelePad  within  three (3) days after filing with the
SEC. All such financial  statements of Debtor and TelePad which have been or may
be  delivered  to Lender are or will be complete and do or will fully and fairly
reflect  Debtor's and TelePad's  respective  financial  condition and results of
operations as of and for the periods  presented.  Debtor will maintain books and
financial records in accordance with generally  accepted  accounting  principles
consistently applied.

          (b) Debtor agrees at all reasonable  times to permit a  representative
of Lender to examine  and audit  Debtor's  books and  records and to keep Lender
fully  advised   regarding   any   litigation   involving   Debtor  the  adverse
determination  of  which  might   substantially   prejudice   repayment  of  the
Obligations.

     8. Insurance.  In addition to any other agreement which may be entered into
        ---------
between Lender and Debtor with reference to insurance,  Debtor will at all times
carry adequate  insurance with responsible  companies  satisfactory to Lender in
such amounts and against such risks as is usually carried by similar  businesses
and by owners of similar  property in the same general area.  Debtor will obtain
and keep in force  such  additional  insurance  as Lender  may from time to time
require. All policies covering any tangible portion of the Collateral shall name

                                       -4-

<PAGE>



Lender  as  mortgagee  under  a  "standard"   mortgage   clause.   Policies  and
endorsements or satisfactory evidence thereof are to be delivered to Lender.

     9. Taxes.  Each of Debtor and  TelePad has filed all U.S.,  state and local
        -----
tax returns  required to be filed and has paid or made  provision for payment of
all taxes due pursuant thereto. Each of Debtor and TelePad will pay when due all
taxes,  assessments  and similar levies  including,  but not limited to, income,
franchise  and sales taxes  imposed on Debtor,  TelePad,  the  Collateral or the
Property and/or any other of Debtor's property.

     10. Warranties and  Representations.  Each of Debtor and TelePad represents
         -------------------------------
and warrants that:

          (i)  It has all  requisite  power  and  authority  to enter  into this
               Agreement,  to pledge and assign, as applicable,  the Collateral,
               and to carry out the transactions contemplated by this Agreement;

          (ii) It is the legal  and  beneficial  owner of all of the  Collateral
               (including the Property which is currently outstanding);

          (iii)The Property  constitutes  one hundred  percent (100%) of the FCC
               Shares and the Newco Shares (collectively, the "Shares");

          (iv) All of the  Shares  currently  outstanding  have  been  duly  and
               validly issued, are fully paid and  nonassessable,  and are owned
               by Debtor  (with  respect to the FCC Shares) or by TelePad  (with
               respect to the Newco Shares) free of any Lien;

          (v)  The Shares  represent  the only class of capital  stock of Debtor
               and FCC, respectively,  that are authorized or outstanding on the
               date hereof; and

          (vi) Upon  delivery  of the  Property  to  Lender or its  agent,  this
               Agreement shall be the valid and binding obligation of Debtor and
               TelePad,  fully  enforceable  in accordance  with its terms,  and
               shall  create a valid  first  lien  upon and  perfected  security
               interest in, and assignment of, as  applicable,  the  Collateral,
               including  the Property,  and the proceeds and products  thereof,
               subject to no prior Liens or  agreements  purporting  to grant to
               any third  party a  security  interest  in or  assignment  of the
               property or assets of Debtor or TelePad  which would  include the
               Collateral.

     11.  Affirmative  Covenants.  Debtor and TelePad each  covenants and agrees
          ----------------------
that,  until  this  Agreement  has  been  terminated,  Debtor  and  TelePad  (as
applicable) shall:

                                       -5-

<PAGE>


          (i)  Pay all of the Obligations when due.

          (ii) Keep Debtor's  books and records at the address  specified in the
               introductory paragraph of this Agreement.

          (iii)Remain liable for any deficiency  resulting from a sale of any or
               all of the  Collateral  and pay any  such  deficiency  to  Lender
               forthwith on demand.

          (iv) Take such steps and promptly  execute and deliver such  financing
               statements,  continuation  statements  and other papers as may be
               necessary or advisable  to comply with the  Assignment  of Claims
               Act of 1940 and to perfect or  continue  any  security  interests
               granted to Lender hereby, and to execute and deliver such further
               documents  as Lender may from time to time  request to more fully
               carry  out the  intent  of this  Agreement.  Each of  Debtor  and
               TelePad  warrants and covenants that it will, at its own expense,
               defend  Lender's  right,  title,  special  property  and security
               interest in and to and assignment of the  Collateral  against the
               claims of any person,  firm,  corporation  or other entity (other
               than claims  relating to the validity of the transfer of title to
               the FCC Shares from Lender to Debtor).

          (v)  Upon demand from Lender at any time or times, provide Lender with
               such additional  documents and/or further  assurances of title to
               the Collateral as Lender may request in order to perfect Lender's
               pledge,  security  interest  therein and assignment  thereof,  as
               applicable.

     12.  Negative  Covenants.  Each of TelePad and Debtor  covenants and agrees
          -------------------
that, until this Agreement has been terminated,  and without the express,  prior
written consent of Lender, Debtor shall not, and shall cause FCC not to:

          (a)  Sell,  exchange,   assign,  loan,  deliver,  lease,  mortgage  or
               otherwise transfer or dispose of any of its assets, except in the
               ordinary course of FCC's business.

          (b)  Excluding  any  borrowings  pursuant  to  or  arising  under  any
               existing  credit  facilities or Loan  Documents,  create,  incur,
               assume or in any  manner  become  liable in any  respect  for (or
               otherwise redeem or repay) any indebtedness  whether for borrowed
               money,  as  deferred  payment  for the  purchase  of  assets,  or
               otherwise,  other  than to Lender,  except  for (i) normal  trade
               debts incurred in the ordinary  course of FCC's  business,  in an
               amount not to exceed at any time an aggregate of Fifteen  Million
               Dollars ($15,000,000.00), and (ii) indebtedness that is

                                       -6-

<PAGE>



not  senior  to the  Obligations,  in an  amount  not to  exceed  at any time an
aggregate  of Fifteen  Million  Dollars  ($15,000,000.00),  on terms  reasonably
satisfactory to Lender.

          (c) Merge,  consolidate into or with any company,  enterprise or other
entity,  nor purchase or acquire any other entity,  any substantial  part of any
other entity's assets or business, nor otherwise  substantially change its legal
structure or the general character of its business as it is presently conducted;
or sell or  otherwise  acquire or transfer  all or any  substantial  part of its
assets to any other person, firm, corporation or other entity.

          (d) (i) Make any dividend or other  distribution  on the capital stock
of FCC or (ii) purchase,  repurchase,  redeem,  retire or otherwise  acquire any
Debtor or FCC capital stock or indebtedness subordinated to the Term Note, other
than cash dividends or acquisitions  which do not exceed, in the aggregate,  ten
percent  (10%) of FCC's net income (less one hundred  percent  (100%) of losses)
subsequent to September 30, 1996, taken as one period;  provided,  however, that
dividends once properly made in compliance  with the terms of the Loan Documents
shall not be subject to recision or  otherwise  rendered  invalid as a result of
any subsequent losses.

          (e) Consent to,  approve or authorize  the issuance of any  additional
shares  of any  class  of  capital  stock  of FCC or  Debtor  or any  securities
convertible  voluntarily  by  the  holder  thereof  or  automatically  upon  the
occurrence or nonoccurrence of any event or condition into, or exchangeable for,
any such shares; or any warrants, options, rights or other commitments entitling
any person,  firm,  corporation or other entity to purchase or otherwise acquire
any such shares.

          (f) Modify or otherwise amend the Charter or Bylaws of FCC.

     Notwithstanding  anything to the contrary contained in this Section 12, the
restrictions with respect to FCC contained in these negative covenants shall not
apply unless and until the  designees or  appointees of Lender do not comprise a
majority of the board of directors of FCC.

     13. Default.  Any one of the following events shall be considered an "Event
         -------
of Default":  Any default  under the Term Note; or any failure of Debtor to make
the Additional  Consideration  payments to Lender; or if Debtor or TelePad shall
fail to perform any other  covenant or  agreement  herein or in any of the other
Loan Documents, and such failure shall remain unremedied for ten (10) days after
notice thereof;  or if any warranty or  representation of Debtor or TelePad made
to Lender in any of the Loan Documents shall be untrue in any material respect.

     14.  Remedies.  If Debtor or TelePad shall default in the performance  when
          --------
due of any of the provisions of this  Agreement,  the Term Note, or any other of
the Loan  Documents,  Lender may perform the same for  Debtor's  account and any
monies  expended in so doing shall be chargeable with interest to Debtor (at the
default rate provided for in the Term Note) and shall be

                                       -7-

<PAGE>



added to the  indebtedness  secured hereby and the same shall be immediately due
and payable upon demand.  Upon the  occurrence  of any Event of Default,  Lender
may, in its sole discretion, do any one or more of the following:

          (a) Declare all principal,  interest and other sums on the Obligations
immediately due and payable without demand,  protest,  notice of protest, notice
of default,  presentment for payment or further notice of any kind, all of which
are hereby waived by Debtor;

          (b) Offset against the Obligations any and all credits, stocks, bonds,
or other  securities  or property of any nature  whatsoever  on deposit with, or
held by, or in the possession of, Lender, to the credit of or for the account of
Debtor, without notice;

          (c) Proceed to enforce such other and  additional  rights and remedies
as Lender  may have  hereunder  or under any other Loan  Documents  or as may be
provided by law.

     15. Termination.  Upon indefeasible  satisfaction of the Obligations,  this
         -----------
Agreement shall  terminate and the Collateral not otherwise  applied toward such
satisfaction  shall be promptly  returned to TelePad or Debtor,  as  applicable.
Lender  shall not be deemed to have made any  representation  or  warranty  with
respect to the Collateral so returned,  except that such  Collateral is free and
clear, on the date of delivery,  of any and all liens,  charges and encumbrances
arising from Lender's own acts.

     16.  Miscellaneous.  All  rights  and  remedies  of  Lender  hereunder  are
          -------------
cumulative and not alternative.  Indulgence by Lender with respect to any of the
terms and conditions  herein  contained or the failure of Lender to exercise any
of its rights  hereunder shall not constitute a waiver  thereof,  and Debtor and
TelePad shall remain liable for the strict  performance  hereof until all of the
Obligations  shall have been fully paid in accordance  with their terms and this
Agreement  shall  have been  terminated.  No  provision  hereof may be waived or
modified orally, but all such waivers or modifications shall be in writing. This
Agreement and the other written Loan Documents issued in conjunction herewith or
pursuant  hereto  constitute  the  entire  agreement  of the  parties  and shall
continue  in full force and effect for so long as all of the  Obligations  shall
have been fully  satisfied  and released in accordance  with their terms,  until
this Agreement shall have been  terminated by Lender,  and until all liabilities
of Debtor to Lender  incurred or contracted  before receipt of such notice shall
have been fully paid, plus applicable interest, fees, costs and attorneys' fees.
All  warranties,  representations  and  agreements of Debtor and TelePad  herein
shall survive the execution and delivery  hereof.  In addition to any other sums
payable by Debtor  hereunder,  after the  occurrence  of any "Event of Default",
Debtor agrees to pay Lender's costs of collection and reasonable attorneys' fees
incurred in the enforcement of any provision hereof,  whether suit be brought or
not.  This  Agreement  shall  be  governed  in all  respects  by the laws of the
Commonwealth  of  Virginia,  excluding  such  jurisdiction's  conflict  of  laws
principles,  and shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective heirs, executors,  administrators,  personal
representatives, successors and assigns.


                                       -8-

<PAGE>


     This Agreement is signed, sealed and delivered this day of , 1997.


ATTEST:                            TELEPAD ACQUISITION, INC., a
                                   Delaware corporation


By:____________________________    By:__________________________________
Name:__________________________    Name:________________________________
Title:_________________________    Title:_______________________________



ATTEST:                            TELEPAD CORPORATION, a Delaware
                                   corporation

By:____________________________    By:__________________________________
Name:__________________________    Name:________________________________
Title:_________________________    Title:_______________________________



ATTEST:                            HARTLAND GROUP, LLC, a
                                   Virginia limited liability corporation

By:____________________________    By:__________________________________
Name:__________________________    Name:________________________________
Title:_________________________    Title:_______________________________

                                       -9-


<PAGE>


                                    EXHIBIT D
                                    ---------

                                List of Directors
                                -----------------


Designees of the LLC
--------------------

George R. Block
Charles F. Crowe
William E. Hummel
R. Joseph Market


Designees of TelePad
--------------------

Donald W. Barrett
Robert D. Russell

                                       -v-