Exhibit 10.61




	





EXHIBIT 10.61



AGREEMENT
FOR PURCHASE AND SALE OF ASSETS



     THIS
AGREEMENT FOR PURCHASE AND SALE OF ASSETS (the “Agreement”) is
made and entered into this 4th day of December, 2001, by and between Vision-R
eTechnologies, Inc., an Ontario provincial corporation (“Vision-R”)
and Group 1 Software, Inc., a Delaware corporation
(“Group 1”), regarding the acquisition by Group 1 of certain
of the assets of Vision-R and other transactions described below. 



     In
consideration of the premises and the mutual promises, representations,
warranties and covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Vision-R and Group 1 intending to be legally bound hereby agree as follows: 



     1. The
Assets. 




     a)
Group 1 shall acquire at Closing sole and exclusive right, title and
interest, free and clear of any and all claims, liens, encumbrances, security
interests, pledges or any other clouds on title of any nature whatsoever, to all
of the assets of Vision-R that are used in the development, marketing, support,
distribution and licensing of the archival and retrieval Software described
herein, including, without limitation, the following: 










	 	     (i)
     all computer programming and all derivative works, customizations, supplemental works,
interim works, works in progress rendered into tangible form for all of the computer
programs developed or owned by Vision-R, including, without limitation, the computer
programs identified in Exhibit 1.1, hereto, and all development tools for such software
(collectively the “Software”), and all of Vision-R’s rights with respect
to all intellectual property rights and portions thereof, attendant to the Software
(including, without limitation, all copyrights and applications for such, rights with
respect to patents and applications for such, moral rights, inventions, original works of
authorship, discoveries, concepts, data, processes, ideas and know-how contained therein
or associated therewith);






	 	     (ii)
    all installation, technical, functional or user documentation or specifications for the
Software (the “Documentation”) regardless of the media on which the
Documentation is contained;






	 	     (iii)
   the list of customers of, and prospective (as of Closing) customers for, the Software and
related professional services;






	 	     (iv)
    all trademarks, service marks and trade names related to the Software, including, without
limitation, those set out in Exhibit 1.2, hereto (the “Trademarks”);






	 	     (v)
     all URLs, domain names and other Internet address identifiers and all website(s) design
and implementation methods and other technology, including, without limitation, those set
out in Exhibit 1.3;






	 	     (vi)
    the financial, production, marketing and sales books and records of Vision-R related to
the transactions contemplated herein (including, without limitation, all notes, records
and books regarding the warranty/software performance, credit and payment history of all
past, current and prospective customers of any of the Software);






	 	     (vii)
   all of Vision-R’s right, title and interest under the agreements identified in
Exhibit 4.1, and all other development, escrow, license and maintenance agreements for
the Software;






	 	     (viii)
   the cash and cash equivalents in the amounts set out in Exhibit 1.4, hereto;






	 	     (ix)
     all prepaid items pro-rated through Closing, including, but not limited to, those set out
in Exhibit 1.5, hereto, and deposits (including but not limited to security deposits paid
with respect to any leases);






	 	     (x)
      the accounts receivable identified in Exhibit 1.6, hereto;






	


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	 	     (xi)
     the equipment, furniture fixtures and other tangible assets as identified in Exhibit 1.7,
hereto;






	 	     (xii)
   all inventory, including documentation and media of the Software and Documentation; and






	 	     (xiii)
  all other assets of Vision-R, whether real property or personnel property, tangible or
intangible, used in the conduct of developing, supporting and maintaining the Software
(the “Business”) as of Closing ((i)-(xiii), collectively, the “Assets”).






	


     b)
The Software shall be delivered at Closing in object code, and as fully
commented source code as exists. The Software includes, without limitation, all
APIs, DLLs and other programming by which the Software integrates or
communicates with other software and/or hardware/equipment. The Software
includes, without limitation, all definition of files, fields of files,
variables, details, parameters, installation and maintenance specifications,
inputs and outputs (including codes and acronyms), program descriptions, file
descriptions, formats and layouts, report descriptions and layouts, screen
descriptions and layouts, graphical and non-graphical interfaces, input
documents, data elements, paper processing flowcharts, computer processing
flowcharts, processing narratives, editing rules, password development and
protection rules, telecommunications requirements, glossaries and manual
procedures with respect to the aforesaid computer programming. Rights to the
Software conveyed to Group 1 hereunder include rights with respect to all
computer platforms and configurations, known or unknown (e.g., Internet/WEB PC, midrange, LAN, WAN, client server, mini, mainframe). Rights to
the Software include the rights to use, reproduce, make derivative works of,
modify, enhance, sell, license, sublicense, display, exhibit, perform, transmit
and otherwise exploit the intellectual property rights of Vision-R attendant to
the Software in, on and through any medium or means of processing, display or
transmission now known or hereafter developed, including, without limitation,
the Internet and/or satellite transmission. 



     c)
Vision-R hereby agrees, effective on and after Closing, to unconditionally and
irrevocably waive any and all moral rights, including, without limitation, any
right to identification of authorship, rights of approval on modifications or
limitation on subsequent modifications, which Vision-R has or may have in the
Software or the Documentation. 



     d)
Vision-R represents and warrants to Group 1 that the CD, to be delivered to
Group 1 at Closing (pursuant to Section 25(a)(vii), below) shall contain a
true and complete copy of the Software, as of the date closest to Closing as is
practicable. 



     2.
Purchase Price. 



     a) The
total purchase price for the Assets and the consideration for all of the other
non-employment transactions described herein shall be: 










	 	     (i)
Two Hundred and Fifty Thousand US Dollars ($250,000 US), in cash or cash equivalent, paid
at Closing to Vision-R and/or its nominees and/or nominees in trust; plus






	 	     (ii)
Seven Hundred and Fifty Thousand US Dollars ($750,000 US), in cash or cash equivalent,
paid on January 4, 2002 to Vision-R and/or its nominees and/or nominees in trust, plus






	 	     (iii)
the Earn-Out Payments, in cash or cash equivalent, to Vision-R and/or its nominees and/or
nominees in trust.






	


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     b)
Each Earn-Out Payment shall consist of twenty-five percent (25%) of the revenue
recognized in accordance with generally accepted accounting principles (consistently
applied) in each of the applicable measurement periods (“MPs”), with respect to
sales (direct or through distribution) of the following: (i) licenses for the Software
and other software to the extent it constitutes a derivative work of the Software, plus
(ii) ASP-type services delivered by Group 1 with respect to the Software and other
software to the extent it constitutes a derivative work of the Software, plus (iii) support/maintenance
services delivered by Group 1 with respect to the Software and other software to the
extent it constitutes a derivative work of the Software. The revenue upon which Earn-Out
Payments are to be calculated shall, however, exclude: (A) amounts earned by third
parties who act as channel partners (e.g. VARS, OEMs, distributors) with respect to the
Software or its derivative works, (B) amounts earned by third parties who act as
suppliers, consultants, project management or the like with respect to the Software or
its derivative works, (C) returns, refunds, discounts, bad debts, freight, shipping and
handling, and (D) taxes, including income taxes, customs and other charges imposed by any
governmental authority and directly related to the sale of license or other rights or the
providing of related services. If a sale that is subject to the Earn-Out Payment is made
in conjunction with the sale of other Group 1 software or services (not subject to
the Earn-Out Payment) and a bundled price is paid for all the software and/or services,
the revenue from such sale shall be subject to the Earn-Out Payment shall be determined
as follows: the list price for the Software/derivative works and related services is
divided by the list price for all of the products and services involved in the sale; this
fraction is then multiplied by the total price of that sale.  



     c) The
MP for the Earn-Out Payments shall be: 



     January
1, 2002 through March 31, 2002 (audited results) (“MP 1”), 


     April
1, 2002 through March 31, 2003 (audited results)
 (“MP 2”) , 


     April
1, 2003 through March 31, 2004 (audited results)
 (“MP 3”) and 


     April
1, 2004 through December 31, 2004 (audited results) (“MP 4”). 


     d)
Earn-Out Payments shall made as follows: 



     On
January 2, 2003 — Four Hundred and Sixteen Thousand, Six Hundred and
Sixty-Seven US Dollars ($416,667 US), then 



     Within
ten (10) business days after completion of Group 1’s audit for its
Fiscal Year ending March 31, 2003 — the total of the Earn-Out Payments paid
for MP 1 and MP 2, minus Four Hundred and Sixteen Thousand, Six Hundred and
Sixty-Seven US Dollars ($416,667 US), then 



     On
January 2, 2004 — the difference between the total Earn-Out Payments
previously paid and Eight Hundred and Thirty-Three Thousand, Three Hundred and
Thirty-Four US Dollars ($833,334 US), but only up to a maximum of Four Hundred
and Sixteen Thousand, Six Hundred and Sixty-Seven US Dollars ($416,667 US), then 



     Within
ten (10) business days after completion of Group 1’s audit for its
Fiscal Year ending March 31, 2004 — the Earn-Out Payments previously paid
for MP 1, MP 2 and MP 3 to the extent they exceed Eight Hundred and Thirty-Three
Thousand, Three Hundred and Thirty-Four US Dollars ($833,334 US), then 



     On
January 2, 2005 — the difference between the total Earn-Out Payments
previously paid and One Million, Two Hundred and Fifty Thousand US Dollars
($1,250,000 US) but only up to a maximum of Four Hundred and Sixteen Thousand,
Six Hundred and Sixty-Seven US Dollars ($416,667 US), then 



     Within
ten (10) business days after completion of Group 1’s audit for its
Fiscal Year ending March 31, 2005 — the Earn-Out Payment paid on December
31, 2004 with respect to MP 4 to the extent it together with the Earn-Out
Payments previously paid with respect to MP 1, MP 2 and MP 3 exceed One Million,
Two Hundred and Fifty Thousand US Dollars ($1,250,000 US) but in no event to
exceed Two Million, Two Hundred and Fifty Thousand US Dollars ($2,250,000 US). 



     Any
payment made in any MP shall not entitle Group 1 to a refund of that amount
due solely to the level of Earn-Out generating revenue in any subsequent. For
example, payment of the first minimum payment cannot be recouped by Group 1
in MP 3 due solely and exclusively to the fact that there has been absolutely no
Software related revenue in a subsequent MP. 



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     e)
Notwithstanding the foregoing provisions of this Section 2: the first twelve
(12) months of Earn-Out Payments shall be contingent upon, among other
conditions, each of Messrs. Boyle, Linov, Radojkovic, Tian and Wood (who shall
agree at Closing to employment with Group 1, as described in Section 7,
below), signing a one-year employment contract with Group 1 and remaining
employed with Group 1 consistent with the terms of their respective
employment agreement through December 31, 2002; and the Earn-Out Payment for MP
3 shall be contingent upon, among other conditions, each of Messrs. Boyle,
Linov, Radojkovic and Wood remaining employed with Group 1 through December
31, 2003. The employment conditions set out in this Section 2(e) shall, however,
be waived by Group 1 to the extent that the employment of any of these
persons is either terminated due to his death, total disability or involuntary
termination by Group 1 without cause, or in the event Vision-R provides a
reasonably acceptable to Group 1, equivalent replacement professional,
which acceptance by Group 1 not to be arbitrarily withheld. 



     f)
The total purchase price for the Assets shall not, in any event, exceed Three
Million, Two Hundred and Fifty Thousand US Dollars ($3,250,000 US). 



     g)
Each payment hereunder shall be made by US federal wire transfer, in accordance
with the wire instructions set out in Exhibit 2.1, hereto, or any further
instructions as may be given by Vision-R in writing to Group 1, from time
to time . 



     h)
From Closing until the last month during which payment may acrue to Vision-R
pursuant to Sections 2(a) or (b), above, Group 1 agrees to market the
Software through Group 1’s worldwide sales force, as an integral part
of the DOC1 suite of software products; provided, however, that the extent of
Group 1’s efforts shall take into account: (i) the financial and
technical performance of the Software as compared to the performance in these
respects of other products and services of Group 1, and (ii)
Group 1’s good faith determination of market opportunities and
conditions. 



     i) The
allocation of the Assets is set out in Exhibit 2.2, hereto. 



     3.
Right of Offset. Vision-R acknowledges and agrees that, notwithstanding
the provisions set out in Section 2, above, Group 1 shall have the right to
withhold and to offset any payments, otherwise to be made to Vision-R under this
Agreement, in the event and to the extent of damages arising out of any material
breach by Vision-R of any representation, warranty, covenant or agreement set
out or referenced herein or in any Exhibit or other instrument executed pursuant
to this Agreement (exclusive, however, of the employment agreements identified
in Section 7(a), below). 



     4.
Liabilities of Vision-R; Assigned Agreements. 



     a)
Except as expressly assumed under Sections 4(b), (f) and (g), below,
Group 1 shall assume no liabilities or obligations whatsoever of Vision-R
or any entity owned by, owning or under common ownership (an
“Affiliate”) with respect to Vision-R, regardless of whether such
arise or are required to be performed before or after Closing (regardless of
whether such liabilities have been disclosed to Group 1), including,
without limitation: (i) liabilities or obligations of Vision-R or any Affiliate
thereof accruing or required to be performed before or after Closing;
(ii) liabilities or obligations of or claims against Vision-R or any
Affiliate thereof arising out of any action, suit, proceeding, arbitration,
investigation, hearing or notice of hearing arising out of, or relating to, in
any manner, the operation of the Business by Vision-R before Closing; (iii)
liabilities or obligations of any kind to any employees, vendors or customers of
Vision-R, including, but not limited to, liabilities under any employee
retirement, savings, vacation and other leave, pension or other employee benefit
plan, scheme or regulation, severance payments, or any employment practices of
Vision-R; (iv) liabilities or obligations of Vision-R arising from any
breach of a covenant, agreement, representation or warranty of Vision-R
contained herein or arising from, out of or in connection with the transactions
contemplated by this Agreement including the fees and expenses of
Vision-R’s counsel, accountants and other advisers and representatives; or
(v) liabilities for defects in performance, workmanship or materials in
products or services of Vision-R. 



     b)
Group 1 shall assume only the liabilities of Vision-R that directly arise,
on or after Closing, out of the agreements identified in Exhibit 4.1, hereto
(collectively, the “Assigned Agreements”) and only after the receipt
of consents/estoppels/assignments as such conditions of receipt are described
below, in this Section 4. Vision-R represents and warrants to Group 1 that
Exhibit 4.1, hereto, constitutes: (i) all of the license, maintenance, escrow,
support and professional services and other agreements by which any party has
been granted any rights to the Software (or any portion thereof) or has received
services from any of Messrs. Boyle, Linov, Radojkovic, Tian or Wood with regard
to the Software (or any portion thereof), (ii) the lease for premises at 8500
Leslie Street, Suite 570, Thornhill, Ontario, Canada, (iii) all of the
agreements between Vision-R, and any contractor or third party, which grant to
Vision-R any ownership, license or other intellectual property right of any
nature whatsoever in the Software or the Documentation (or portions thereof),
(iv) all other obligations which shall be assumed by Group 1 hereunder. At
Closing Vision-R shall transfer and assign to Group 1 all of the rights,
title and interests of Vision-R or any Affiliate of Vision-R under the Assigned
Agreements and Group 1 shall assume the obligations arising under the
Assigned Agreements. Group 1 agrees to discharge in a reasonable manner the
obligations under the Assigned Agreements to be performed after Closing. 



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     c)
Vision-R represents and warrants to Group 1 that from the date first
written above until and including Closing: (i) it is not and shall not be in
default under any of the Assigned Agreements, (ii) there is not and shall not be
any facts or circumstances which given only the passage of time would become
defaults under any of the Assigned Agreements, (iii) all of the computer
programming and other deliverables and services to be provided under any of the
Assigned Agreements up through Closing have been timely delivered in full and
have been fully accepted by the customer. Vision-R agrees that any other
representations, warranties, covenants and agreements made in this Agreement
shall not be diminished, conditioned or otherwise limited by any provision in
any of the Assigned Agreements. 



     d)
Vision-R represents and warrants to Group 1 that, to the best of
Vision-R’s knowledge: (i) no party to any Assigned Agreement is in default
under any of the Assigned Agreements and (ii) no facts or circumstances exist
which given only the passage of time would become defaults by any party to any
Assigned Agreement under any Assigned Agreement. 



     e)
Vision-R warrants, represents, covenants and agrees that: (i) there is not, and
there will not be through Closing, any liability, accrued or accruable for
federal, provincial or municipal income, sales, use, excise, property, goods and
services, VAT/ad valorem or other taxes, assessments or charges arising out of
or attributable to the licensing to end users, prior to Closing, of the Software
or the Documentation or providing services related thereto or the Business; (ii)
there are no stamp, sales, transfer or other taxes imposed in respect to any of
the transactions to be consummated hereunder; (iii) it shall fully and timely
comply with all of the requirements and provisions of any applicable Bulk Sales
Act, or similar statute, ordinance or regulation. 



     f)
Vision-R has signed an agreement dated February 13, 2001 with Call-Net
Technology Services, Inc. (the “Call-Net Agreement”), under which
Vision-R has agreed to license to Call-Net various modules of the Software, to
provide development services and deliverables to Call-Net with respect to the
Software and to provide support and Software upgrades to Call-Net. With respect
to the Call-Net Agreement, Vision-R represents and warrants to Group 1
that: (i) Vision-R is not in default thereunder, (ii) there are not any facts or
circumstances which given only the passage of time would become defaults, (iii)
all of the computer programming and other deliverables and services to be
provided by Vision-R thereunder up through Closing have been timely delivered in
full and have been fully accepted by Call-Net. Group 1 agrees to provide to
Vision-R support and Software upgrades as described in Section 5(a) and 5(c) of
the Call-Net Agreement, giving reasonable commercial efforts. 



Group 1 shall receive
all of the payments made by Call-Net after Closing under the Call-Net Agreement.
Group 1 and Vision-R agree that it is in their mutual best interests to, as
soon as reasonably practical after Closing, arrange to have Group 1 execute
an agreement with Call-Net to replace the Call-Net Agreement, upon terms and
conditions generally used by Group 1 to license its other software
products. Until such time, Vision-R shall maintain the Call-Net Agreement in
full force and effect, shall fully enforce its rights thereunder, subject to
Group 1’s performance of its obligations with respect to the Call-Net
Agreement. 



     g)
Group 1 shall assume the obligations of Vision-R under the Assigned
Agreements with respect to Enbridge Gas, The Toronto-Dominion Bank and The
Prudential Company of America only after the date on which Group 1 receives
the respective estoppel/consent as required under Section 5(c), below, and shall
receive all of the payments made thereunder after Closing by these customers.
Group 1 agrees to provide to Vision-R support and Software upgrades for
Enbridge Gas and The Toronto-Dominion Bank and The Prudential Company of
America, as set forth in their respective Assigned Agreements until the sooner
of January 31, 2002 as to Enbridge Gas and The Toronto-Dominion Bank and as to
The Prudential Company of America, February 28, 2002, or the receipt by
Group 1 of the required estoppel/consent. If Vision-R fails to deliver the
required estoppel/consent by January 31, 2002, Group 1 may elect, in its
sole discretion, to suspend performance of support and Software enhancement, as
described above, until Group 1 receives the required estoppel/consent.
Until such time as the appropriate estoppel, consent or release is received by
Group 1, Vision-R shall maintain the agreements with the Consumer’s
Gas, The Toronto-Dominion Bank and The Prudential Company of America in full
force and effect, shall fully enforce its rights thereunder, subject to
Group 1’s performance of its obligations as set forth in this Section
4(g). 



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     h)
Vision-R covenants and agrees that until Group 1 receives the
consent/estoppel from The Prudential Company of America referenced in Exhibit
4.1 hereto: Group 1 shall receive either directly from The Prudential
Company or America or from Vision-R all of the payment Vision-R receives from
Prudential with respect to its Assigned Agreement, which sum is currently
sixty-seven percent (67%)of the amount to be paid by The Prudential Company of
America under its Assigned Agreement (i.e., currently $94,000 US
annualized). 



     5.
Estoppels, Releases, Consents. 



     a)
Vision-R represents and warrants to Group 1 that the only security
interests, liens or encumbrances (either perfected or otherwise) that exist as
to any of the Assets or the Business are, and shall be up until Closing, those
identified in Exhibit 5.1, hereto. 



     b)
Vision-R covenants and agrees, as a condition of Closing, to deliver to
Group 1 at Closing: (i) complete and unconditional releases, in forms
reasonably acceptable to Group 1 and forms suitable for filing in the
appropriate jurisdictions, with regard to any security interest in or lien on
any of the Assets, including, without limitation, the security interests
identified on Exhibit 5.1, hereto, (ii) a fully executed assignment agreement
from Shatsford Development in the form agreed upon by Group 1 and Vision-R
and (iii) such other releases, estoppels and consents otherwise reasonably
determined necessary by Group 1 in order to consummate the transaction
described herein upon the terms and conditions set out herein. 



     c)
Vision-R shall use reasonable best efforts to deliver at Closing all of the
required consents/estoppels from the Consumers’ Gas, The Toronto-Dominion
Bank and The Prudential Company of America. Failing delivery of such at Closing,
Vision-R covenants and agrees to deliver to Group 1 before January 31,
2002, all of the required consents/estoppels for the Consumers’ Gas and The
Toronto-Dominion Bank, and February 28, 2002 with respect to the The Prudential
Company of America. 



     6.
Condition of the Assets. 



     a)
Vision-R represents, warrants, covenants and agrees that: (i) it and MIPPS have,
and at all times have had, the unqualified right to develop the Software,
Documentation, Trademarks and its website; (ii) at Closing it shall have the
unqualified right to grant to Group 1 any and all rights it has in and to
the Software, Documentation, Trademarks and its website, as contemplated
hereunder; and (iii) neither the rights granted to Group 1 hereunder, nor
the exercise of such rights by Group 1, do or will infringe upon or
conflict with the rights held by any third party under any patent, trademark,
copyright, license, trade secret or other proprietary right. Vision-R represents
and warrants to Group 1 that Vision-R has taken reasonable steps to protect
and preserve any trade secrets which help make up the Software or Documentation. 



     b)
After Closing, Vision-R agrees that Group 1’s rights to the Software,
Documentation and Trademarks shall include the unrestricted right, without
payment of any additional consideration to any party whatsoever, to own, make,
use, sell, have made, rent, lease, lend, license, enhance, modify, amend, copy
and prepare derivative works and customizations thereof, and to display publicly
the Software, Documentation and Trademarks and to otherwise exploit fully the
processes, products, software, and services derived from any discoveries,
concepts, ideas and improvements to existing technology, whether or not
patentable or copyrightable, which are within the scope of the Software and
Documentation. 



     c)
Vision-R represents and warrants that the Software, Documentation and Trademarks
are subject to no registrations or applications, including registrations or
applications Vision-R has initiated, for registration with respect to any
governmental entity, except for the registrations and applications identified on
Exhibit 6.1, hereto. 



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     d)
Vision-R represents and warrants to Group 1 that it has not received any
notice of any violations of, and is not violating, the rights of persons in
their personal data, trademarks, trade names, service marks, domain names, URLs,
copyrights, patents, licenses, trade secrets, know-hows (application thereto, as
applicable) or other intangible asset arising out of its development, marketing,
licensing, sale or use of the Software, Documentation or Trademarks; provided,
however, that the foregoing representation and warranty shall not diminish
Vision-R’s obligation: (i) to convey free and clear title to the Software,
Documentation and Trademarks as described herein, or (ii) Group 1’s
remedies against Vision-R for failure to convey such free and clear title. 



     e)
Vision-R represents and warrants to Group 1 that at Closing each of the
Assets will be in good and operating condition, and as to the Software, it shall
perform all of its intended functions and shall perform in accordance with its
technical and user documentation and design specifications. 



     f)
Vision-R represents and warrants to Group 1 that the Software as delivered
to Group 1 shall be free of any undocumented remote or automatic disabling
or recapture devices, passwords, keys, security devices or trap doors and
Computer Viruses. For the purposes of this Agreement, Computer Viruses means any
computer instructions (including, but not limited to, computer instructions
commonly referred to as Trojan Horses, anomalies, worms, self-destruct
mechanisms or time/logic bombs) which do not provide the functionality clearly
described in the standard user documentation for the Software and which
interfere with the use of the Software, any portion thereof, or other software,
firmware or computer hardware. 



     g)
Group 1 shall have the right to use the whole of the Software, any part of
parts thereof, or none of the work, as it sees fit. Group 1 may alter the
Software, add to it, combine it with any other work or works, at its sole
discretion. No rights are reserved by Vision-R or MIPPS. 



     h)
Vision-R represents and warrants to Group 1 that other than pursuant to
this Agreement, neither Vision-R nor MIPPS is a party to any contract or
obligation whereby an absolute or contingent right to purchase, obtain or
acquire any rights in any of the Assets and none has been granted to anyone,
except for the Call Net Agreement and the end user licenses to the Software
granted in the ordinary course of Vision-R’s business and identified in
Exhibit 4.1. 



     i)
Vision-R represents and warrants that the Software and Documentation (and all
predecessor versions) and all portions thereof, the Trademarks and
Vision-R’s website have been developed exclusively by and through the
persons identified on Exhibit 6.2, hereto (the “Development
Personnel”); and that none of the Development Personnel has any proprietary
rights in the Software, Documentation, Trademarks or website. Vision-R
represents and warrants that all Development Personnel participated in the
development of the Software, Documentation, Trademarks and website while
regularly employed/retained by Vision-R or MIPPS Systems Solutions, Inc.
(“MIPPS”) and were fully paid for their services; all Development
Personnel performed, at all times, such development of the Software,
Documentation and Trademarks within the normal scope of their employment with
Vision-R or MIPPS; none of the Development Personnel has made any claim of
ownership (including, without limitation, copyrights or patent rights) regarding
the Software, Documentation, Trademarks or website, or any portion thereof, nor
has any Development Personnel a colorable claim of right to such. Vision-R
hereby grants to Group 1 the right to seek enforcement, either in its own
name, as a third party beneficiary, or in Vision-R’s name as a delegate of
Vision-R, with respect to any agreement with any Development Personnel by which
any Development Personnel has agreed to maintain the confidentiality of any
information and/or has agreed that the intellectual property rights to any works
such agreement are owned by Vision-R or MIPPS. 



     j)
Vision-R represents and warrants to Group 1 that: (i) no copies of the
source code for the Software have been provided to any third party except as
identified in Exhibit 6.3, hereto, (ii) no license or other rights to use have
been granted for any of the Trademarks (or variations thereof) and (iii) no
rights to any third party other than limited license rights in the Software and
Documentation set out in the Assigned Agreement, have been granted by Vision-R. 



     k)
Vision-R represents and warrants to Group 1 that there are no third parties
whatsoever who are entitled to any payments or proceeds, including, without
limitation, royalties with respect to the sale, licensing, sublicensing or other
granting of rights with respect to the Software, Documentation, Trademarks or
any portion thereof. 



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     l)
Vision-R has provided to Group 1 true and complete copies of all agreements
entered into with any person or entity who contributed to the development of the
Software, Documentation or Trademarks. 



     m)
Vision-R represents and warrants to Group 1 that no software (other than
the software identified in Exhibit 6.4, hereto, (collectively, the “Third
Party Software”)) is necessary or desirable in order for the Software to
perform in accordance with its documentation. Vision-R represents and warrants
to Group 1 that no Third Party Software is provided by Vision-R to its
customers in conjunction with any licensing of the Software. In furtherance of
the representation and warranty set out directly above, Vision-R represents and
warrants to Group 1 that no compilers for any third party computer language
or other processing methodology including but not limited to compilers for PHP,
Perl or PYTHON have been delivered by Vision-R and that any and all compilers
necessary or advantageous for the installation and use of the Software have been
obtained by the customer, independent of Vision-R. Also, in furtherance of the
representation and warranty set out above, Vision-R represents and warrants to
Group 1 that each client obtains a license to the Unisys LZW compression
routines. 



     n)
Vision-R represents and warrants to Group 1 that neither Vision-R or any of
its Affiliates has: (i) collected any personal data from any third parties;
(ii) has acquired personal data from any other third party; (iii) has
licensed, sold, provided or otherwise transferred or made available any personal
data to any third party. The preceding sentence shall not apply to personal data
on Vision-R’s own employees. 



     7.
Employment Contracts.  



     a)
At the Closing, Messrs. Grant Boyle, Michael Linov, Ronald Radojkovic, Jack Tian
and Michael Wood shall each enter into an employment contract with Group 1
under the terms set forth in Exhibits 7.1.1, 7.1.2, 7.1.3, 7.1.4 and 7.1.5,
hereto, respectively. 



     b)
Mr. Sol Prizant shall enter into a consulting agreement with Group 1 at
Closing in the form set out in Exhibit 7.2, hereto. This Agreement shall provide
that, among other things, Mr. Prizant shall provide his services to Group 1
as a consultant on a twenty-five (25) hour per week basis, for one (1) year
after Closing (and such additional periods as he and Group 1 may agree
upon) at the rate of Eleven Thousand Canadian Dollars ($11,000 CN) per month.
His responsibilities shall include those as delegated to him by DOC1’s
President. He shall report directly to DOC1’s President. 



     8. Due
Diligence/Employment Matters. 



     a)
Through Closing, Vision-R shall allow Group 1, its employees, consultants
and other representatives full access to, and the right to inspect all its
financial, marketing, sales, support, maintenance and enhancements documents and
records and source and object code, software documentation and logs, books,
records, files, contracts, agreements and other information relating to the
Assets, or the transactions contemplated hereunder which may be reasonably
requested by Group 1. Group 1 shall have the right to inspect, observe
and test the operations of the Software. Group 1 shall conduct any
investigation in a manner which will not unreasonably interfere with
Vision-R’s operations. Group 1’s investigations as of the date
first set forth above have not interfered with Vision-R’s operations. 



     b)
Vision-R shall be responsible for termination from its employ of Messrs. Boyle,
Linov, Tian, Radojkovic and Wood, as they become employed by Group 1 at
Closing. Vision-R shall be solely responsible for payment of all: (i) wages,
salary, benefits, other compensation and bonuses, (ii) compensation claims,
premiums and other payments, (iii) severance pay and (iv) any other loans,
obligations or liabilities, including, without limitation, retirement or other
benefit plan liabilities arising under applicable federal, provincial or
municipal law or contracts, arising out of or in connection with employment
(including the termination thereof) or retention of any of these five (5)
persons by Vision-R or any Affiliate thereof. 



     c)
All payments due from Vision-R on account of employee health and welfare
insurance have been or will be paid by Vision-R. 



8 

















	





     9.
Change of Name; Office Services; Premises. 



     a)
Within thirty (30) days of Closing, Vision-R shall cause the corporate name of
Vision-R eTechnologies, Inc. to be changed to a name which is not confusingly
similar to that name. Vision-R agree that it shall not subsequently amend its
Articles of Incorporation to change its name to any corporate name which
includes the term Vision-R eTechnologies or any derivative of it. Vision-R
agrees that it will not organize or beneficially own any of the equity of any
entity whose name includes the term Vision-R eTechnologies or any derivative of
it. 



     b)
Vision-R agrees to provide the following office-related services to Group 1
for so long as Group 1 shall occupy office space at 8500 Leslie Street,
Suite 570, Thornhill, Ontario: (i) use, on an as-needed basis with
reasonable advance notice, of the board room/conference room in Suite 570, (ii)
receptionist services (for so long as a receptionist is retained by MIPPS) at
the receptionist desk in Suite 570, (iii) use, on an as-needed basis, to fax and
copier machines during normal business hours, maintained in Suite 570 by MIPPS
in the common area in Suite 570 and (iv) use of the common area kitchen facility
in Suite 570. The services described in the preceding sentence shall be offered
to Group 1 at no additional cost to it. 



     c)
Vision-R and Group 1 contemplate that on and after Closing Group 1 and
MIPPs shall share the undivided space identified with Suite 570, which Suite
Group 1 shall inhabit on and after Closing pursuant to the lease assumption
described herein. Vision-R covenants and agrees to cause MIPPs to: (1) refrain
from assigning or subletting all or any portion of its space in such premises,
(2) to fully comply with all of its obligations under the MIPPs lease for the
shared office suite, and to (3) maintain in full force and effect the MIPPs
lease for such premises for so long as Group 1 and MIPPs share such
premises. Vision-R covenants and agrees to cause MIPPs afford Group 1 full
access to 2167 usable square feet in Suite 570 for so long as Group 1 and
MIPPs shall coinhabit such premises. 



     10.
Organization and Standing. 



     a)
Vision-R warrants and represents that, at all times material hereto, it has been
and shall be a corporation duly incorporated and organized, validly existing,
and in good standing under the laws of the jurisdiction of its incorporation,
and has and will have the full power and authority (corporate and otherwise) to
carry on the Business as it is now being conducted, and to own and lease the
properties and assets which it now owns or leases. Vision-R warrants and
represents that, at all times material hereto, it has been and shall be duly
qualified and/or licensed to transact business and in good standing as a foreign
corporation in all jurisdictions in which it is obligated to so do, and the
character of the property owned or leased by Vision-R and the nature of the
business conducted by it do not require such qualification and/or licensing in
any other jurisdiction. 



     b)
Vision-R represents and warrants to Group 1 that: the corporation was originally named
Vision-R Limited subsequently renamed Vision-R Canada, Inc., and most currently renamed
Vision-R eTechnologies, Inc.; it has had and currently has only one (1) shareholder, Mr.
Sol Prizant. 



     c)
Vision-R represents and warrants to Group 1 that Mr. Sol Prizant has at all
times been the sole shareholder of MIPPS Systems Solutions, Inc., MIPPS
Enterprises and MIPPS Net On-Line 1998, Inc. 



     d)
Vision-R represents and warrants to Group 1 that Vision-R is incorporated
and existing under the Business Corporations Act [Ontario] and is not a
non-resident under Section 116 of the Income Tax Act [Canada]. 



     11.
Vision-R’s Authority and Status; Other Representations and Warranties. 



     a)
Vision-R warrants and represents to Group 1 that at all times material
hereto, it had and shall have the capacity and authority to execute and deliver
this Agreement, to perform hereunder, and to consummate the transactions
contemplated hereby without the necessity of any act or consent, in addition to
such consent as contemplated hereunder, of any other person or corporation; that
the execution, delivery and performance under this Agreement and each and every
agreement, document and instrument applicable to it, made in connection herewith
shall be duly authorized and approved by the Vision-R Board of Directors and
sole shareholder; and that this Agreement and each and every agreement, document
and instrument to be executed, delivered and performed by Vision-R in connection
herewith, will, when executed and delivered, constitute the valid and legally
binding obligations of Vision-R, except as enforceability may be limited by
applicable equitable principles or judicial discretion, or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws from time to time in
effect affecting the enforcement of creditors’ rights generally. 



9 

















	





     b)
Vision-R represents and warrants to Group 1 that, there are no
authorizations, consents, approvals, licenses, exemptions from or filings with,
or registrations with any governmental, quasi-governmental or non-governmental
regulatory agency or authority, necessary on its part for, or in connection
with, the transactions contemplated hereunder. Vision-R covenants and agrees
that if at any time any of the aforesaid authorizations, consents, approvals,
licenses, exemptions or filings shall be required, Vision-R shall take all such
actions necessary to either immediately obtain the appropriate authorization,
consent, approval, license, or exemptions, or take all actions necessary to cure
the facts and circumstances which prevent the issuance or obtaining of such
authorization, consent, approval, license or exemption. 



     c)
Vision-R represents and warrants to Group 1 that it: (i) does not have
any obligation, contingent or otherwise under, nor any commitment or agreement
to enter into, and no employee of Vision-R is covered with respect to his
employment by, an employment contract, employee profit-sharing plan, employee
stock purchase plan, or other similar agreement or plan and (ii) is not subject
to any grievance proceeding, material controversy with any employee, material
claim or proceeding under any labor law, equal employment opportunity law, or
occupational safety health law. 



     d)
Vision-R represents and warrants to Group 1 that no officer or director,
and no employee or consultant of Vision-R is known by it to be, or is now
expected to be, in violation of any term of any employment contract, proprietary
information agreement, non-disclosure agreement, non-competition agreement, or
any other contract or agreement or any restrictive covenant related to the right
of any such officer, employee or consultant to be employed by Vision-R or
related to the use of the Assets, trade secrets or proprietary information of
Vision-R or others. 



     e)
Vision-R has delivered to Group 1 a consolidated Financial Statements (i.e., balance sheet, income statement, cash flow statement) and notes thereto,
dated December 31, 2000 and unaudited Financial Statements, and notes thereto,
dated for the nine (9) months ended September 30, 2001 (the “Financial
Statements”), copies of which are attached hereto as Exhibit 11.1
(collectively, the “Financial Statements”). The Financial Statements
fully and fairly set forth the consolidated financial condition of Vision-R as
of the dates indicated, and the results of its operations for the periods
indicated, in accordance with generally accepted accounting principles
consistently applied, except as expressly noted therein and in the related
reports of independent auditors. Vision-R have no liabilities or obligations
whatsoever, either accrued, absolute, contingent or otherwise which are not
clearly and accurately reflected or provided for in the Financial Statements
except (A) those arising after the date of the Balance Sheet which are in the
ordinary course of the Business, in each case a normal amount and none of which
is materially adverse, and (B) as to the extent specifically described in
schedules thereto. 



     f)
Vision-R represents and warrants to Group 1 that Vision-R shall deliver to
Group 1 before January 31, 2002 the pro forma Income Statement for the year
ending December 31, 2001. Such statements shall be prepared consistent with the
financial statements previously provided to Group 1 by Vision-R. 



     12.
Opinion of Counsel. At Closing, Vision-R shall deliver to Group 1 an opinion of its legal
counsel, Bernie Katchen, in the form set out in Exhibit 12.1, hereto. 



     13.
Certain Taxes and Governmental Royalties. 



     a)
Vision-R represents and warrants that from December 31, 1997 until Closing it
has filed and will file all returns required of it with respect to any
governmental entity as to sales or licenses of the Assets or copies thereof, the
filing of which returns or the failure to do so may affect the Assets. 



10 

















	





     b)
There are no tax liens on any of the Assets, and Vision-R is not delinquent in
the payment of any municipal, provincial, federal or foreign income, sales,
employment, VAT/ad valorem, withholding or other taxes (including interest and
penalties thereon), the liability for which might impose a lien or encumbrance
on any of the Assets or the Business. The provisions for taxes shown in the
Financial Statements are and will be adequate to cover the aggregate liability
of Vision-R as of Closing for all taxes, duties and charges based on the income,
purchases, sales, business, capital stock or surplus, or assets of Vision-R; and
Vision-R has incurred or will incur no liability for any taxes, duties or
charges for the period from date of balance sheet, through Closing. No taxing
authority has indicated to Vision-R any intent to conduct an audit or other
investigation or asserted any unresolved deficiencies with respect to tax
liabilities of Vision-R for any period. Vision-R has received no deficiency
letter or similar notice from any taxing authority for any open tax year.
Vision-R hereby confirms to Group 1 Vision-R’s sole responsibility
for, and agreement to pay when due, any and all taxes, duties or charges based
on the Assets, Vision-R’s income or sales, employees’ compensation or
otherwise, incurred or accrued on or prior to the Closing. 



     14.
Absence of Changes. Vision-R represents, warrants, covenants and agrees that from the
date first written above until Closing it shall not: 



     a)
transfer, assign, convey or liquidate any of the Assets or enter into any
transaction or incurred any liability or obligation which affect the Assets,
other than transactions occurring in the ordinary course of the Business; 



     b)
suffer any change in the Business which might have an adverse effect on the Assets; 



     c)
permit or incur the imposition of any lien, charge, judgement, encumbrance
(which as used herein includes, without limitation, any mortgage, deed of trust,
conveyance to secure debt or security interest or claim) with respect to the
Assets or the Business; 



     d)
commit, suffer, permit or incur any default in any liability or obligation
which, in the aggregate, might have a material adverse effect upon the Assets or
the Business; or 



     e)
make or agree to any change in the terms of any contract or instrument to which
it is a party which might have a material adverse effect on the Assets or the
Business. 



     15.
Litigation. Vision-R represents and warrants to Group 1 that there have not been any
suits, actions, proceedings, claims or investigations instituted against the Assets or
Business. 



     16.
Licenses and Permits; Compliance With Law. Vision-R represents and warrants to Group 1
that it: 



     a)
holds all licenses, certificates, permits, franchises and rights from all
appropriate federal, provincial, municipal and other public authorities
necessary for the conduct of the Business and the use of the Assets, including,
without limitation, any relating to wages; hours; hiring; promotion; retirement;
working conditions; nondiscrimination; health; safety; pensions; employee
benefits; the production, processing, advertising or sale of products; trade
regulation; anti-kickback; export licensing. 



     b) has
not received any notice of any sort of alleged violation of any such statute, order,
rule, regulation or requirement. 



     17.
Contracts, Etc. Vision-R warrants and represents to Group 1 that
except for copies of the contracts, agreements and other instruments relating to
the Assets produced by Vision-R to Group 1 during due diligence, Vision-R
is, to the best of its knowledge after diligent inquiry, not a party or subject
to, whether oral or written, any of the following which would singly or in the
aggregate, have an adverse impact upon the Assets or the Business: 



     a)
any contract or commitment directly related to the Software or Documentation
which requires services to be provided or performed by Vision-R or which
authorized others to perform services for, through or on behalf of Vision-R; 



     b)
any contract or commitment not disclosed to Group 1 during due diligence
involving an obligation related to the Assets which cannot, or in reasonable
probability will not, be performed or terminated within thirty (30) days from
the date as of which these representations are made; 



11 

















	





     c) any
contract or commitment providing for payments to third parties based in any manner upon
the sales, purchases, receipts, income or profits of Vision-R; and 



     d)
any contract, agreement, understanding or arrangement, restricting Group 1
from fully and duly enjoying sole and exclusive rights to the Assets. 



     18.
Conduct of the Business of Vision-R Prior to the Closing. Except as may
be required to effect the transactions contemplated by this Agreement, Vision-R
warrants, represents, covenants and agrees that until Closing, that it shall: 



     a) use
its best efforts to preserve the Business; 



     b) not
enter into any agreement to provide any goods or services except on terms consistent with
comparable contracts entered into on or after January 1, 2001;  



     c)
promptly notify Group 1 of any material developments relating to the Assets or the
Business; 



     d)
perform in the ordinary course of business all of its obligations under lease instruments
and other agreements relating to or affecting the Assets or the Business; 



     e)
not increase present salaries, commission levels or bonus programs for any
employees and agents except in the ordinary course of business, consistent with
past practice or as required by contract or law (and any permitted increase to
be promptly noticed to Group 1); 



     f)
maintain compliance in all material respects with all material permits, rules, laws and
regulations, consent orders and the like; 



     g)
conduct the Business in the ordinary course, and not make or commit to, except
as otherwise provided in this Agreement, any material changes in its: (A) sales,
pricing, credit terms, methods or practices, (B) customer service terms, methods
or practices of the Software, or (C) methods of management or operation; 



     h)
maintain the Assets in, at a minimum, the same working order and condition as
such Assets were in on October 1, 2001, ordinary wear and tear excepted; and 



     i)
promptly advise Group 1 in writing of any matters arising or discovered
after the date of execution of this Agreement which, if existing or known at the
date of this Agreement, would be required to be set forth or described in this
Agreement or the Exhibits hereto. Vision-R and Group 1 are anxious to
immediately progress towards mutually agreeable development efforts with respect
to the Software and Documentation. Accordingly, Vision-R agrees that it will
consider suggestions made by Group 1 prior to Closing to further develop
the Software and Documentation. The results of any such suggestions adopted by
Vision-R shall belong to Vision-R if Closing does not occur for any reason other
than Vision-R’s default hereunder; if Closing occurs, the results of any
adopted suggestions shall be conveyed to Group 1 as part of the Assets. In
any event, Vision-R hereby acknowledges and agrees that any decisions to
undertake development efforts upon the suggestion of Group 1 prior to
Closing are made totally voluntarily by Vision-R and if Closing does not occur
due to no failure of Vision-R, such efforts shall inure to the significant
benefit of Vision-R. 



     19.
Disclosure and Absence of Undisclosed Liabilities. 



     a)
This Agreement, the Exhibits attached hereto, and the documentation provided in
the course of due diligence, disclose all facts material to the Assets and the
Business. Vision-R represents and warrants that no statement contained herein or
in any certificate, schedule, list, exhibit or other instrument or document
furnished to Group 1 pursuant to the provisions hereof intentionally
contains or, to the best knowledge of Vision-R after diligent inquiry, shall
contain any untrue statement of a material fact, or intentionally omits or, to
the best knowledge of Vision-R after diligent inquiry, shall omit to state a
material fact necessary in order to make the statements contained herein or
therein not misleading. 



12 















	





     b)
Vision-R acknowledges and agrees that in addition to the representations and
warrantees set out herein, Group 1 has materially relied upon the
“Actual Monthly Operating Expenses” schedule of Vision-R transmitted
by it to Group 1 on or about November 12, 2001. 



     c)
Vision-R represents and warrants to Group 1 that (i) with respect to the
accounts receivables shown on Vision-R’s Balance Sheet as of Closing, net
of appropriate reserves, the accounts receivable described therein will be
collectible in the ordinary course of the Business. 



     20.
Group 1’s Authority and Status. Group 1 represents and
warrants that it is a corporation in good standing under the laws of the state
of its incorporation and it has the capacity and authority to execute and
deliver this Agreement, to perform hereunder and to consummate the transactions
contemplated hereby without the necessity of any act or consent of any other
person whomsoever. The execution, delivery and performance by Group 1 of
this Agreement and each and every agreement, document and instrument provided
for herein have been duly authorized and approved by its Board of Directors.
This Agreement, and each and every other agreement, document and instrument to
be executed, delivered and performed by Group 1 in connection herewith,
constitutes or will, when executed and delivered, constitute the valid and
legally binding obligation of Group 1, enforceable against Group 1 in
accordance with their respective terms, except as enforceability may be limited
by applicable equitable principles or judicial discretion, or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws from time to time in
effect affecting the enforcement of creditors’ rights generally. 



     21.
Agreement Does Not Violate Other Instruments. Group 1 represents and
warrants that the execution and delivery of this Agreement by Group 1 does
not, and the consummation of the transactions contemplated hereby will not,
violate any provisions of the Certificate of Incorporation, as amended, or
Bylaws, as amended, of Group 1. 



     22.
Conditions Precedent to Obligation of Group 1 to Close. The
obligation of Group 1 to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction, on or before the Closing, of
each and every one of the following conditions, all or any of which may be
waived in writing, in whole or in part, by Group 1 for purposes of
consummating such transactions, but without prejudice to any other right or
remedy which Group 1 may have hereunder as a result of any
misrepresentation by, or breach of any covenant, representation or warranty of
Vision-R contained in this Agreement or any other certificate or instrument
furnished by Vision-R hereunder: 



     a)
The representations and warranties made by Vision-R in this Agreement, and the
Exhibits hereto, and in the documents and instruments to be delivered to
Group 1 or its representatives pursuant to Section 25(a), below, or
otherwise at the Closing, shall be true and correct in all material respects as
of the Closing with the same force and effect as though such representations and
warranties have been made on and as of such time, except for changes
contemplated by this Agreement. 



     b)
Vision-R shall have duly performed all of the covenants, acts and undertakings to be
performed by it as of or prior to the Closing. 



     c)
No action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before any court, governmental agency or
legislative body to enjoin, restrain, prohibit, or obtain substantial damages in
respect of, or which is related to, or arises out of, this Agreement or the
consummation of the transactions contemplated hereby, or which is related to or
arises out of the Assets or the Business, if such action, proceeding,
investigation, regulation or legislation, in the reasonable judgment of
Group 1, would make it inadvisable to consummate such transactions. 



     d)
Vision-R shall have received consents, certifications, estoppels and opinions
required for the execution of this Agreement and the consummation of the
transactions contemplated hereby. 



     e)
Satisfaction of the employment and consulting matters described in Section 7, above. 



13 

















	





     f)
Group 1 shall have completed, to Group 1’s reasonable satisfaction, its due diligence
examination of Vision-R. 



     23.
Conditions Precedent to the Obligations of Vision-R to Close. The
obligations of Vision-R to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction, on or before the Closing, of
each and every one of the following conditions, all or any of which may be
waived, in whole or in part, by Vision-R but without prejudice to any other
right or remedy which it may have hereunder as a result of any misrepresentation
by, or breach of any covenant or warranty of Group 1 contained in this
Agreement, or any certificate or instrument furnished by it hereunder. 



     a)
The representations and warranties made by Group 1 in this Agreement, and
in the documents and instruments to be delivered to Vision-R or its
representatives pursuant to Section 25(b), below, or otherwise at the Closing,
shall be true and correct in all material respects with the same force and
effect as though such representations and warranties had been made on and as of
such time. 



     b)
Group 1 shall have duly performed all of the covenants, acts and undertakings to be
performed by it as of or prior to the Closing. 



     c)
No action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before any court, governmental agency or
legislative body to enjoin, restrain, prohibit, or obtain substantial damages in
respect of, or which is related to, or arises out of, this Agreement or the
consummation of the transactions contemplated hereby, if such action,
proceeding, investigation, regulation or legislation, in the reasonable judgment
of Vision-R would make it inadvisable to consummate such transactions. 



     d)
The execution and the delivery of this Agreement and the consummation of the
transactions contemplated hereby shall have been approved by all authorities
whose approvals are required by law. 



     24.
Time and Place of Closing. Closing shall be completed as soon as practicable but no later
than January 7, 2002, and shall occur at the offices of Group 1, 4200 Parliament Place,
Suite 600, Lanham, Maryland 20706-1844. 



     25.
Transactions at and after Closing. At and after the Closing, each of the following
transactions shall occur: 



     a)
Vision-R’s Performance. At the Closing, Vision-R shall deliver, fully executed,
notarized and attested to where applicable, to Group 1, the following: 










	 	     i)
such good and sufficient bill of sale (Exhibit 26.1, assignment of copyright suitable for
filing in the USA and Canada (in the form set out in Exhibit 26.2), assignment of
trademarks suitable for filing in USA and Canada (in the form set out in Exhibit 26.3),
and other good and sufficient instruments of sale, conveyance, transfer and assignment
— such as an assignment from MIPPs to Vision-R as to any rights MIPPs may have to any
of the Assets — as shall be required or as may be appropriate in order to effectively
vest in Group 1 good and marketable title to the Assets free and clear of all liens,
security interests and encumbrances of whatever nature, except as expressly accepted by
Group 1, as described in Section 4, above;






	 	     (ii)
copies of all books of account (excluding minute books and stock books of Vision-R),
contracts, files and other data and documents pertaining to the Assets or the Business






	 	     (iii)
all records on all current end user license, subscription or maintenance agreements for
the Software;






	 	     (iv)
certified copies of resolutions of the Board of Directors of Vision-R approving the
transactions set forth in this Agreement;






	 	     (v)
certified copies of resolutions of the stockholder of Vision-R, approving the
transactions set forth in this Agreement;






	


14 

















	












	 	     (vi)
opinion of counsel in the form set out in Exhibit 12.1, hereto;






	 	     (vii)
physical possession of the Assets, including the copy of the Software described in
Section 1(d), above;






	 	     (viii)
complete releases, in forms suitable for filing in the appropriate jurisdiction and
reasonably acceptable to Group 1, from any holder of a security interest in the Assets;






	 	     (ix)
Certificate of Status or Good-Standing as of the most recent practicable date from the
province of Ontario with respect to Vision-R;






	 	     (x)
the lease amendment from Shatsford Developments Inc. in the form agreed upon by Vision-R
and Group 1;






	 	     (xi)
releases from Messrs. Boyle, Linov, Radojkovic, Tian and Wood in the form set out in
Exhibit 26.4; hereto;






	 	     (xii)
employment contracts from Messrs. Boyle, Linov, Radojkovic, Tian and Wood in the forms
set out in Exhibits 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5, hereto;






	 	     (xiii)
consulting Agreement from Mr. Prizant as set out in Exhibit 7.2, hereto; and






	 	     (xiv)
such other evidence of the performance of all covenants and satisfaction of all
conditions required of parties to this Agreement, other than Group 1, at or prior to the
Closing, as Group 1 or its counsel may reasonably require.






	


     b)
Performance by Group 1. At the Closing, Group 1 shall deliver
payment and documents to Vision-R, fully executed, notarized and attested to
where applicable as follows: 










	 	     (i)
payment to be made at Closing as required in Section 2(a)(i), above;






	 	     (ii)
employment contracts of Messrs. Boyle, Linov, Radojkovic, Tian and Wood in the form set
out in Exhibits 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5, hereto; and






	


such other evidence of the
performance of all the covenants and satisfaction of all the conditions required
of Group 1 by this Agreement at or before the Closing as Vision-R may
reasonably require. 



     c)
Certain Vision-R Performances After Closing. No later January 31, 2002
(and February 28, 2002 as to Prudential), Vision-R shall deliver to Group 1
fully-executed, notarized and attested to where applicable, the following: 










	 	     (i)
the consents/estoppels set forth in Exhibits 5.2.1, 5.2.2, 5.2.3, 5.2.4, not previously
delivered to Group 1, and






	 	     (ii)
pro forma income statements for the year ending December 31, 2001.






	


     26.
Indemnification. 



     a)
Vision-R and Group 1 each agrees to indemnify, defend and hold harmless the
other and their respective current and past officers, directors, employees,
agents and representatives from all losses, damages, liabilities, costs
(including reasonable attorneys’ and experts’ fees) and expenses
(collectively, the “Losses”) incurred by the party being indemnified
(the “Indemnified Party”) from any claim by the other party hereto or
any third party arising from or related to any actions taken by the indemnifying
party and related to this Agreement; any material breach, misrepresentation in
or material omission with respect to any provisions of this Agreement including
without limitation any certificate or other instrument furnished or to be
furnished hereunder; any suit, action or investigation, pending or threatened,
against or affecting the Assets or the Business, regardless of whether it has
been disclosed; any claim for a debt, obligation or liability which is not
specifically assumed by Group 1 pursuant to this Agreement including
without limitation any claim or right, or any alleged claim by any Vision-R
customer, employee, contractor, former employee or former contractor which might
affect the transactions contemplated under this Agreement; representations or
warranties as to the condition of the Assets, or otherwise which may be asserted
against or in relation to any of the Assets, the Business and/or the
transactions contemplated hereunder. 



15 

















	





     b)
The Indemnified Party shall have the right to approve the selection of any
counsel selected by the indemnifying party to defend hereunder, which approval
shall not be unreasonably conditioned, delayed or denied. The indemnifying party
shall not enter into any settlement with respect to the matters indemnified
hereunder which may adversely affect any interest of the Indemnified Party
without first obtaining the written consent of the Indemnified Party, which
consent shall not be unreasonably conditioned, delayed or denied. The
indemnifying party agrees to reimburse the Indemnified Party promptly for all
such Losses as they are incurred by the Indemnified Party; provided, however,
that with respect to any expenses reimbursed to the Indemnified Party in advance
of the final disposition of any such proceeding covered by this indemnification,
the Indemnified Party shall have delivered to the indemnifying party an
undertaking to repay to the indemnifying party the amounts so advanced if it
shall ultimately be determined that the Indemnified Party is not entitled to be
indemnified hereunder. 



     27.
Survival of Representations and Warranties; Limitation of Liabilities; Limitation of
Liabilities. 



     a)
All representations, warranties, agreements, covenants and obligations made or
undertaken by Group 1 in this Agreement or in any document or instrument
executed and delivered pursuant hereto have been relied upon by Vision-R and
shall survive the Closing hereunder and shall not merge in the performance of
any obligation by any party hereto. 



     b)
All representations, warranties, agreements, indemnities and covenants made or
undertaken by Vision-R in this Agreement or in any document or instrument
executed and delivered pursuant hereto have been relied upon by Group 1 and
shall survive the Closing hereunder and shall not merge in the performance of
any obligations by any party hereto. 



     c)
In no event shall the total liability of Vision-R to Group 1 hereunder
exceed the greater of: (i) the amount paid to Vision-R hereunder or (ii) One
Million, Five Hundred Thousand US Dollars ($1,500,000 US). In no event shall the
total liability of Group 1 to Vision-R arising hereunder exceed the greater
of: (i) the amount paid to Vision-R hereunder or (ii) One Million, Five Hundred
Thousand US Dollars ($1,500,000 US). 



     28.
Payment of Fees and Expenses. Vision-R and Group 1 each agrees that
regardless of whether the transactions contemplated hereunder close, to pay its
own fees and expenses, including the fees and expenses of its respective
counsel, accountants, brokers, advisors, employees and other agents, if any,
incurred in connection with the transactions contemplated here, unless expressly
agreed to otherwise in the Agreement. 



     29.
Notices. All notices, requests, demands and other communications hereunder shall be in
writing and shall be delivered by hand or overnight, receipted courier (e.g., Federal
Express), addressed as follows: 



     a) If
to Vision-R: 










	 	Vision-R
8500 Leslie Street, Suite 570
Thornhill, Ontario
CANADA L3T 7M8
Attention: Mr. Sol Prizant






	


16 


















	












	 	If
to Group 1:






	 	Group
1 Software, Inc.
 4200 Parliament Place
 Suite 600
 Lanham, Maryland 20706-1844
 Attention:
General Counsel






	


     b)
Any party hereto may change its address specified for notices herein by
designating a new address by notice in accordance with this Section 29. 



     30.
Termination. 



     a)
This Agreement may be terminated and abandoned at any time prior to the Closing
by: (i) mutual written consent of Vision-R and Group 1; (ii) after January
7, 2002, if Group 1 has not by that date completed its due diligence to its
satisfaction; (iii) either party if the Closing has not been consummated by
close of business January 7, 2002; (iv) by Vision-R after January 7, 2002, if
any of the conditions set forth in Section 23(b) hereof, to which its
obligations are subject, have not been fulfilled or waived, unless such
fulfillment has been frustrated or made impossible by any act or failure to act
of any of Vision-R; (v) by Group 1 after January 7, 2002, if any of the
conditions set forth in Section 23(a) hereof, to which the obligations of
Group 1 are subject, have not been fulfilled or waived, unless such
fulfillment has been frustrated or made impossible by any act or failure to act
of Group 1; or (vi) at any time until Closing if either party has committed
a material default hereunder, which default has not been cured within seven (7)
days of written notice by the other party of such default. 



     b)
In the event of a termination of this Agreement pursuant to this Section 30,
each party shall pay the costs and expenses incurred by it in connection with
this Agreement, and no party (or any of its officers, directors, employees,
agents, representatives or shareholders) shall be liable to any other party for
any costs, expenses, damage or loss of anticipated profits hereunder; provided,
however, if such termination is due to the breach by a party of any covenant,
agreement, warranty or representation contained herein (a “Breaching
Party”), then such Breaching Party shall be solely responsible for the
costs and expenses incurred by the other party in connection with the due
diligence efforts and the preparation and review of this Agreement. 



     31.
Brokers. 




     a)
Group 1 represents and warrants to Vision-R, that other than InvestTech,
Inc., no broker or finder has acted for it or them or any entity controlling,
controlled by or under common control with it or them in connection with this
Agreement. Group 1 shall be solely responsible for any fees or costs payable to InvestTech and related to
the transactions that are contemplated in this Agreement. 



     b)
Vision-R represents and warrants to Group 1 that no broker or finder has
acted for it or for any Affiliate of Vision-R in connection with this Agreement. 



     32.
Further Assurances. Each party covenants that at no additional expense,
at any time, and from time to time after the Closing, it will execute and
deliver (or cause to be so done) such additional instruments and take such
actions as may be reasonably requested by the other parties to confirm or
perfect or otherwise to carry out the intent and purposes of this Agreement.
Each party covenants and agrees to execute and deliver (or cause to be so done)
to Group 1, at no additional expense to Group 1, any instruments or
documents that Group 1 requests in order to register or otherwise protect
or preserve any rights (trademark, copyright or otherwise) that Group 1 has
or shall have in and to the Software or the Documentation. 



     33. No
Third Party Beneficiaries. Nothing contained herein shall be construed to afford any
rights or benefits to any person or entity affiliated with, employed by or retained by
Vision-R. Any implication of rights grant to any such party is hereby expressly
disclaimed. 



17 

















	





     34.
Risk of Loss. Vision-R assumes all risk of theft or casualty of loss or
damage regarding the Assets from the date of this Agreement up to the Closing.
If such loss or damage to the Assets is material and does not result from
Group 1’s breach hereunder, Group 1 shall have the right to: (i)
require Vision-R, at Vision-R’s expense, to reproduce such Assets as are
lost or (ii) to terminate this Agreement. 



     35.
Miscellaneous. 



     a)
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, legal representatives, executors and
administrators, and permitted successors and assigns. No delegation, transfer or
assignment of any rights or obligations under this Agreement is permitted
without the prior consent of the other party hereto, not to be unreasonably
conditioned, delayed or denied. Any attempted transfer or assignment without
such prior consent shall be void ab initio. Notwithstanding the
foregoing, Group 1’s right, title, interest and remedies hereunder are
freely assignable to any Affiliate of Group 1 or to an entity which
purchases all or substantially all of the assets or capital stock of
Group 1 either through asset acquisition, stock sale or a corporate merger
(wherein Group 1 is not the surviving entity). Notwithstanding the
foregoing, the restrictions on assignment and transfer set out in this Section
35(a) as applied to Group 1 shall cease effective January 5, 2005. 



     b)
The section and other headings in this Agreement are inserted solely as a matter
of convenience and for reference, and are not a part of this Agreement. 



     c)
This Agreement together with the documents executed concurrently herewith or at
the Closing constitute the entire agreement among the parties hereto with
respect to the transactions contemplated hereby and supersedes and cancels any
prior agreements (including, without limitation, the Letter Agreement of October
24, 2001 between the parties), representations, warranties, or communications,
whether oral or written, among the parties hereto relating to the transactions
contemplated hereby. 



     d)
This Agreement shall be governed by and enforced in accordance with the laws of
the State of Maryland, principles of conflicts of law notwithstanding. 



     e)
Vision-R expressly agrees that jurisdiction over it with respect to any action
brought under or in connection with this Agreement by Group 1 shall
appropriately lie in the State of Maryland and that appropriate and convenient
venue lies in Prince George’s County, Maryland. Vision-R hereby consents to
the assertion over it of personal jurisdiction in accordance with the relevant
portions of the immediately preceding sentence. 



     f)
Any failure on the part of any party hereto to comply with any of its
obligations, agreements or conditions hereunder may be waived by any other party
to whom such compliance is owed. No waiver of any provision of this Agreement
shall be deemed, or shall constitute, a waiver of any other provision, whether
or not similar, nor shall any waiver constitute a continuing waiver. Neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, but only by an agreement in writing signed by the party
against whom or which the enforcement of such change, waiver, discharge or
termination is sought. 



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



     h)
All pronouns used herein shall be deemed to refer to the masculine, feminine or
neuter gender as the context requires. References herein to the plural shall
include the singular, or vice versa, as context requires. 



     i)
All Exhibits attached hereto are incorporated herein by reference, and all
blanks in such Exhibits, if any, will be filled in as required in order to
consummate the transactions contemplated herein and in accordance with this
Agreement. 



     j)
In the event that any provision of this Agreement or any word, phrase, clause,
sentence or other portion thereof shall be held to be unenforceable or invalid
for any reason, such provision or portion thereof shall be modified or deleted
in such a manner so as to effect the agreement of the parties under this
Agreement, as modified, to the fullest extent permitted under law. 



18 



















	





     k)
Vision-R hereby grants to Group 1 the right to seek enforcement, either in
its own name, as a third party beneficiary, or in Vision-R’s name as a
designee or delegatee of Vision-R, with respect to any agreement with any
Development Personnel (which agreements are identified on Exhibit 6.3, hereto)
by which any Development Personnel has agreed to maintain the confidentiality of
any information and/or has agreed that the intellectual property rights to any
works such agreement are owned by Vision-R. 



     l)
Les parties déclaranet par les présentes qu’ elles
ont expressément souhaité et exigé que la
présente entente et tout document quis’y rattache ou en
découle, y compris, notamment, le ca échéant,
tous les bons de commande, factures, et reçus à ou
découlant de la présente entente, soient
rédigés en langue anglaise. 



     IN
WITNESS WHEREOF, each party hereto has executed or caused this Agreement to
be executed on its behalf, all on the day and year first above written. 










			Vision-R eTechnologies, Inc.

By:    
 /s/

Its:  
 

Group 1 Software, Inc.

By:   
  /s/

Its: 
	






	


     Accepted
and Agreed as to Sections 1(b) and (c), 4(b) (next to last sentence), 4(c) and
(d), 6(a)(i) and (ii), 6(b), (c), (d), (g), (h), (i), (l), (m) and (p), and
9(c). 










	MIPPS Systems Solutions, Inc.

By:
          /s/ 
Its:
	






	


19