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                                                                     Exhibit 2.4

                           ASSET ACQUISITION AGREEMENT

         This Asset Acquisition Agreement ("Agreement") is made and entered into
as of the 10th day of February, 2000,  by and  between  TENERA, Inc., a Delaware
corporation ("Buyer") and SoBran, Inc., an Ohio corporation ("Seller").

                                    RECITALS

         Buyer   desires   to   purchase   substantially   all   assets  of  the
Internet-based   development  and  support  services   business  of  the  Seller
("Internet  Business"),  and Seller  desires to sell said assets to Buyer on the
terms and conditions hereinafter set forth.

                              TERMS AND CONDITIONS

         NOW, THEREFORE, in consideration of the mutual covenants,  promises and
agreements  contained  herein,  the parties to this  Agreement  hereby  agree as
follows:

1.       PURCHASE AND SALE OF ASSETS

1.1.      Sale and Transfer of Assets.  Subject to the terms and  conditions set
          forth herein and as of the date of "Closing" (as hereinafter defined),
          Seller hereby agrees to sell, transfer, convey and assign to Buyer the
          entire right,  title,  and interest of Seller in and to  substantially
          all of the assets of the Internet  Business  including  the assets and
          properties described below (the "Assets"),  as the same shall exist on
          the  Closing  Date (as  hereinafter  defined),  free and  clear of all
          liens,  claims,  liabilities,   obligations,   pledges,  encumbrances,
          adverse  claims  and  security  interests  of every  kind,  nature and
          description, except to the extent of those liabilities and obligations
          expressly assumed by Buyer hereunder.

i.                    All of Seller's  right,  title and  interest in and to all
                      executory  customer  licenses,  contracts  and  proposals,
                      which  shall be  described  on  Schedule  1.1.i.  attached
                      hereto (provided,  however, that such customer consents in
                      writing to the assignment and transfer  thereof to Buyer),
                      all work in process with respect  thereto,  and all rights
                      and preferences for any reasonable extensions on contracts
                      relating to current work being performed at the same sites
                      (collectively, the "Contracts");

ii.                   Those fixed operating assets specifically  selected by the
                      Buyer,  including the furniture and computer  hardware and
                      software  (the  "Tangible  Fixed  Assets")  located at the
                      Seller's  offices  in  Knoxville,   Tennessee,  which  the
                      parties  agree  are in good  operating  condition,  all of
                      which are identified on Schedule 1.1.ii attached hereto;



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iii.                  All  of  the  goodwill,  trade  secrets,  proprietary  and
                      technical data,  intellectual  property rights,  know-how,
                      inventions,  discoveries and trade names  pertaining to or
                      used in  connection  with the  Internet  Business  and the
                      Contracts including,  without limitation, those identified
                      on Schedule 1.1.iii attached hereto;

iv.                   All of Seller's right, title,  interest,  goodwill,  trade
                      secrets,  proprietary  and  technical  data,  intellectual
                      property  rights,  know-how,  inventions,  discoveries and
                      trade names  pertaining to or used in connection  with the
                      ITRAC software program including the source code,  object,
                      and all copies  thereof,  and all licenses or  sublicenses
                      relating thereto;

v.                    All  business  records  related  to or  pertaining  to the
                      Assets  including,   without  limitation,  all  originally
                      executed copies of the Contracts and copies of all related
                      records,  all sales data,  work  sheets,  accounts,  bids,
                      supplier  records,  drawings,   designs,   specifications,
                      process information,  performance data, software, programs
                      and all other data, documents,  discs, tapes,  information
                      and  other  records  relating  to  or  applicable  to  the
                      Contracts  and the leases  described  in this Section 1.1,
                      provided, however, that Seller may retain copies thereof;

vi.                   All lease deposits and similar assets which are assignable
                      and  can  be  utilized  by Buyer  in  connection  with the
                      Assets;

vii.                  All of Seller's right, title  and  interest in  or  to the
                      names of all Internet URL addresses owned by Seller  other
                      than "SoBran-inc.com" and "SoBran.org.com", which shall be
                      described on Schedule 1.1.vii attached hereto;

viii.                 All of Seller's right,  title and interest in or to TENERA
                      GoTrain.Net,  LLC, a limited liability company, including,
                      without limitation,  its equity ownership interest and its
                      obligations  and  rights  as a  provider  of  maintenance,
                      enhancement, and operational management of the GoTrain.Net
                      Corporate Distance Learning Center; and

ix.                   A sublease to Buyer approved by the lessor of the Seller's
                      premises ( the "Premises") as described in Schedule 1.1.ix
                      attached hereto.

1.2.     Assets  Not  Transferred.   Seller  shall  retain  all  cash,  accounts
         receivables  and  other  assets not  otherwise described in Section 1.1
         hereof and the same are expressly  excluded from  the property  sold to
         Buyer.

1.3.      Purchase  Price. As payment for the sale and transfer of the Assets by
          Seller to Buyer,  upon the Closing  Date,  Buyer  agrees to assume the
          Assumed Liabilities (as hereinafter defined in Section 2.2) and agrees
          to pay Seller the sum of Three Hundred Six Thousand Dollars ($306,795)
          (the  "Purchase  Price"),  which with  respect to that  portion of the
          Purchase  Price  allocated  pursuant to Section 1.5  hereunder  to the
          Tangible  Fixed  Assets is the net book  value of the  Tangible  Fixed



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          Assets on the books and  records  of Seller as of  January  31,  2000,
          determined   in  accordance   with   generally   accepted   accounting
          principles.

1.4.      Method of Payment.  Buyer shall  deliver  to Seller at the Closing the
          Purchase Price in immediately available funds.


1.5.      Allocation  of  Purchase  Price.  The  parties  hereto  agree that the
          Purchase  Price  shall be  allocated  among the Assets as set forth in
          Schedule 1.5 attached hereto. The parties declare and acknowledge that
          these values were determined in good faith in arm's length bargaining.
          Each party agrees to report the transaction for income tax purposes in
          accordance  with the  allocation  recited  herein and that it will not
          take any position  inconsistent  with this allocation  except with the
          written  consent of the other party hereto.  However,  if the Internal
          Revenue  Service or the  Franchise  Tax Board  takes a  position  with
          respect to one party to this Agreement that is  inconsistent  with the
          allocation  herein,  the other  party may take a  protective  position
          adopting the taxing  authority's  contention  until the controversy is
          finally resolved.

1.6.      Sales Tax.  Seller, on the one hand, and Buyer on  other  hand, hereby
          agree to each pay one-half of any and all state and local  sales taxes
          which may be imposed upon the sale of  Assets, however, nothing herein
          shall be construed to be an agreement to pay income taxes of the other
          Seller  shall  pay  its  prorated  portion of state and local personal
          property taxes payable with respect to the Assets up to  and including
          the Closing Date.  Buyer shall have no responsibility  concerning  any
          sales, property, business, occupation or similar tax  or with  respect
          to taxes of any kind related to the Assets for any period prior to and
          including the Closing.  Seller shall have no responsibility concerning
          any sales,  property,  business,  occupation  or  similar  tax or with
          respect to taxes of any kind related to  the  Assets  for  any  period
          after the Closing.

1.7.      Agreement to Subcontract. Until Seller shall have obtained the written
          consent of the  customer  with  respect to any  Contract  included  on
          Schedule 1.1.i hereto,  Seller hereby agrees as of the Closing Date to
          subcontract all services otherwise to be performed by Seller under all
          such Contracts to Buyer at the billing/performance  rates specified in
          such Contract.

1.8.      Agreement as to Certain Contracts.  Notwithstanding anything contained
          herein to the contrary, but subject to the provisions  of  Section 1.7
          hereof, the parties agree that this Agreement shall  not constitute an
          agreement to assign any Contract or any claim, right  or  any  benefit
          arising  thereunder  or  resulting  therefrom  if  (i)  an   attempted
          assignment  thereof   without  the  consent  of  a  third  party would
          constitute a breach or cause a termination thereof or in any way limit
          or otherwise adversely affect the rights of the Buyer  or  the  Seller
          thereunder,  (ii)  such  consent  has not been obtained by the Closing
          Date, and (iii) such Contracts are not, either  individually or in the
          aggregate, material to the this transaction as determined by Buyer  in
          its sole discretion. If such consent is not obtained within forty-five
          (45) days after the Closing Date, or an  attempted  assignment thereof
          would  not  be  effective  or   would   adversely  affect  the  rights
          thereunder, the Seller will cooperate  with  Buyer in  any  reasonable
          arrangement designed to provide for the enjoyment by Buyer of benefits
          under such Contracts.



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1.9.      Adjustment  to Purchase  Price.  In the event that any Tangible  Fixed
          Assets cannot be delivered to Buyer,  then the Purchase Price shall be
          adjusted in accordance with the Seller's net book value of such assets
          on the books and records of Seller as of January 31,  2000,  and Buyer
          reimbursed with respect thereto.

2.       NON-ASSUMPTION OF LIABILITIES

2.1.      Non-Assumption of Liabilities.  It is expressly  understood and agreed
          that  Buyer  shall not be liable  for and shall not  assume  any debt,
          obligation and/or liability of Seller, whether known or unknown, fixed
          or  contingent,  or whether or not  incurred  in  connection  with the
          Assets, of any kind or nature other than those specifically assumed by
          Buyer in  Section  2.2  hereof.  Except  as set forth in  Section  2.2
          hereof,  those  liabilities  not  assumed  by Buyer  include,  without
          limitation, the following:

i.                    All  vendor-related payables  of Seller  related to any of
                      the  Assets  for any and all periods (or portions thereof)
                      ending on or prior to the Closing Date, a complete list of
                      which  Seller  has  specified on  Schedule  2.1.i attached
                      hereto;

ii.                   Any  liabilities  or  obligations  of Seller  relating  to
                      salaries, wages, incentive compensation,  wage withholding
                      taxes, workers' compensation, FICA, unemployment insurance
                      or any other  compensation  whatsoever  for  employees  of
                      Seller for any and all  periods  whenever  ending,  except
                      with respect to the employees set forth on Schedule 4.1.c,
                      for any and all periods (or portions thereof) ending on or
                      prior to the Closing Date:

iii.                  Any profit-sharing,  bonus, deferred  compensation,  stock
                      option,   stock  purchase,   group  insurance,   liability
                      insurance,  vacation  pay,  sick leave,  travel or expense
                      accounts,    allowances    or    reimbursements,    salary
                      continuation,  severance pay, pension, retirement, medical
                      or  other  plan,   arrangement   or  agreement  of  Seller
                      providing  employee  benefits  for  any  and  all  periods
                      whenever ending,  except with respect to the employees set
                      forth  on  Schedule  4.1.c,  for any and all  periods  (or
                      portions thereof) ending on or prior to the Closing Date;

iv.                   Except  as set forth in  Section  1.6 any  liabilities  or
                      obligations of Seller for federal, state, local or foreign
                      taxes,  assessments,  impositions,  penalties or interest,
                      whether or not imposed or measured by income,  for any and
                      all periods (or portions thereof) whenever ending;

v.                    Any  liabilities  or obligations of Seller with respect to
                      any  claims,  actions,  suits or  demands,  or any  legal,
                      administrative,   arbitration  or  other   proceedings  or
                      judgments, with respect to any causes of action arising or
                      accruing on or before the date of closing; and

vi.                   For  any  other   liabilities  or  obligations  of  Seller
                      whenever  incurred or accrued,  except with respect to any
                      such liabilities which are properly billable to a customer
                      Contract assumed by Buyer.



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2.2.     Limited  Assumption.   Subject  to  the  consummation  of  the  Closing
         hereunder, Buyer shall have the benefit of and shall assume  on  and as
         of  the  Closing  Date,  and  agrees  to pay, perform and discharge the
         following liabilities of Seller which are accrued immediately  prior to
         the Closing (the "Assumed Liabilities"):

i.                    All executory  customer  Contracts,  with respect to which
                      the customer agrees in writing to such assumption by Buyer
                      within the time period specified in Section 1.8 hereof, as
                      identified on Schedule 1.1.i attached hereto;

ii.      The  performance  of all  lease  obligations  of Seller with respect to
         sublease listed on Schedule 1.1.ix attached hereto.

3.       REPRESENTATIONS AND WARRANTIES

3.1.     Representations and Warranties of Seller.  Seller  hereby  warrants and
         represents, as of the Closing, the following, the truth and accuracy of
         which  shall  constitute  a  condition precedent to Buyer's obligations
         hereunder:

3.1.a.         Organization  and Good  Standing.  SoBran,  Inc. is a corporation
               duly  organized and validly  existing under the laws of the State
               of Ohio, and has all necessary  corporate powers and authority to
               carry on its  business  as now  owned  and  operated.  Seller  is
               qualified as a foreign  corporation  and in good standing in each
               jurisdiction  in which  the  properties  owned  by it makes  such
               qualifications  necessary,  except  where  the  failure  to be so
               qualified would not have a material adverse effect of the Assets.

3.1.b.         Authority of Seller.  Seller has the corporate  power and is duly
               authorized  to enter into and  consummate  this  Agreement and to
               sell,  transfer,  assign  and  convey  the  Assets to Buyer.  The
               execution,  deliver and  consummation  of this  Agreement and the
               consummation of this transaction has been duly authorized, and no
               further  corporate action will be necessary on the part of Seller
               to  make  this  Agreement   valid  and  binding  upon  Seller  in
               accordance with its terms.

3.1.c.         Title to Assets. Seller is the owner of and, at the Closing, will
               have good and  marketable  title to,  each and all of the  Assets
               free  and  clear  of  any  mortgages,  pledges,  liens,  charges,
               encumbrances,  options,  claims or security interests of any kind
               nature or  description.  On the Closing  Date,  all of the Assets
               shall be in good  operating  condition and repair,  ordinary wear
               and tear excepted.

3.1.d.         Trademarks  and  Patents.  There  are  no  trademark,  patent  or
               copyright registrations or applications relating to the operation
               of the  Internet  Business  or the Assets or any trade  names now
               being used by Seller in  connection  with the Assets.  Seller has
               not been charged with  infringement of any adversely held patent,
               trademark,  trade  name or  copyright,  or with any other kind of
               unfair competition related to any patent,  trademark,  trade name
               or  copyright.  To the  best of  sellers  current  knowledge  and
               belief,  use of Assets by Buyer will not infringe on intellectual
               property rights of any third parties.



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3.1.e.         Employment  and  Other  Contracts.  Seller  is not a party to any
               employment contracts which are not terminable at will, collective
               bargaining agreements, or pension, bonus,  profit-sharing,  stock
               option or other  agreements or arrangements  providing for vested
               employee  remuneration  or benefits with respect to the employees
               identified on Schedule 4.1.c hereto.

3.1.f.         Compliance  with Federal,  State and Local Laws. . To the best of
               Sellers  current  knowledge and belief,  Seller has complied with
               and is not in violation of any applicable federal, state or local
               statute,  law, regulation or ordinance relative to the Assets and
               the  execution  and  consummation  of  this  Agreement  is not in
               violation of any federal,  state or local statute, law regulation
               or ordinance,  or any charter  document of Seller.  The leasehold
               premises that are a part of the Assets are in compliance with all
               necessary licenses and regulations  applicable  thereto,  and all
               necessary  licenses  and permits or orders with  respect  thereto
               have been obtained and are in effect.

3.1.g.         Litigation.   Seller  has  not  been  served  with  any  summons,
               compliant  or notice  to  arbitrate  and  Seller's  officers  and
               directors  have  no  knowledge  of  any  claim,   suit,   action,
               governmental investigation, arbitration, legal, administrative or
               other  proceeding  pending or  threatened  against  or  otherwise
               relating to the employees set forth on Schedule 4.1.c, the Assets
               or the  transfer  of,  nor is Seller  aware of any basis for such
               claim.  Not withstanding  Sellers  representation  herein,  Buyer
               expressly  acknowledges  that  Seller is  currently  involved  in
               litigation with  Lockheed-Martin  on a matter that may or may not
               involve matters related to the assets subject to this Agreement.

3.1.h.         Consents of Third Parties.  Except as set forth on Schedule 3.1.h
               attached hereto, no approval or consents of any person, entity or
               governmental agency (including,  without limitation,  consents of
               customers, lessors, financial institutions,  and suppliers) other
               than Seller is necessary to any of the transfers,  assignments or
               conveyances of the Assets to Buyer.

3.1.i.         Material Agreements.  There is no material default or event that,
               with notice or lapse of time or both,  would constitute a default
               by any party to any of the  Contracts or lease being  transferred
               and  assigned  to Buyer.  Seller has  received no notice that any
               party to any of such  Contract  or lease  intends  to  cancel  or
               terminate  any of the  Contracts  or  leases or to  exercise  any
               option or options thereunder.

3.1.j.         Material   Misstatement  or  Omissions.   No  representations  or
               warranties  by  Seller  in  this   Agreement  nor  any  document,
               statement,  certificate or schedule  furnished or to be furnished
               to Buyer  pursuant  hereto,  contain or will  contain  any untrue
               statement  of a material  fact,  or omits or will omit to state a
               material fact necessary to make the statements or facts contained
               therein not misleading.

3.1.k.         Undisclosed  Liabilities.  .  To  the  best  of  Sellers  current
               knowledge and belief, Seller has no liabilities whatsoever, known
               or unknown,  asserted or unasserted,  liquidated or unliquidated,
               accrued,  absolute,  contingent,  or  otherwise,  and there is no



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               basis for any claim against Seller in connection  with the Assets
               for any such liability.

3.1.l.         Environmental.  To best of Sellers current  knowledge and belief,
               all  of  the  Assets  currently  or  previously  owned,   leased,
               operated,  or  used  by  the  Seller,  all  current  or  previous
               conditions  on and uses of the Assets and all current or previous
               ownership or operation of the Seller comply and have at all times
               complied  with, and do not cause,  have not caused,  and will not
               cause   liability   to  be  incurred  by  the  Seller  under  any
               Environmental Law. Subject to the foregoing,  Seller warrants and
               represents the following:

i.                    Seller has properly obtained and is in compliance with all
                      Environmental Permits.  No deficiencies have been asserted
                      by any  such Government or  authority with respect to such
                      items.

ii.                   There  has  been  no  spill,  discharge,  leak,  leaching,
                      emission, migration, injection, disposal, escape, dumping,
                      or release  of any kind on,  beneath,  above,  or into the
                      Premises hereunder or into the environment surrounding the
                      Premises of any Hazardous Materials.

iii.                  There are and have  been no  Hazardous  Materials  stored,
                      disposed    of,    generated,    manufactured,    refined,
                      transported,  produced,  or treated at, upon,  or from the
                      Premises.

iv.                   No expenditure will be required in order for the Seller to
                      comply with any  Environmental  Laws in effect at the time
                      of  the  Closing  in  connection  with  the  operation  or
                      continued  operation  of the Assets or the  Premises  in a
                      manner  consistent with the current  operation  thereof by
                      the Seller.

3.1.m.   Taxes.  The Assets are and will not be encumbered  by any Liens arising
         out of any unpaid Taxes and there are no grounds  for the  assertion or
         assessment of any Liens against the Assets in respect of any taxes.

i.                    To the best of sellers current knowledge and belief, there
                      is  no  action  or  proceeding  or  unresolved  claim  for
                      assessment or collection,  pending or  threatened,  by, or
                      present or expected dispute with, any Government authority
                      for  assessment or collection  from Seller of any taxes of
                      any nature affecting the Assets.

3.2.     Representations and Warranties of  Buyer.  Buyer  hereby  warrants  and
         represents, as of the Closing, the  following, the  truth and  accuracy
         of which shall constitute a condition precedent to Seller's obligations
         hereunder:

3.2.a.         Organization  and  Good  Standing.   Buyer  is a corporation duly
               organized  and  validly  existing  under the laws of the State of
               Delaware, and has all necessary power and authority to enter into
               and carry out the transactions contemplated hereunder.

3.2.b.         Authority of Buyer.  The execution of this Agreement by Buyer and
               its delivery to Seller are duly authorized, and no further action
               will be  necessary  on the part of Buyer to make  this  Agreement



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               valid and binding upon Buyer in accordance with its terms. To the
               best of Buyer's knowledge, there is not now pending or threatened
               any litigation,  claim or demand of any nature whatsoever against
               Buyer which would prevent the performance of Buyer's  obligations
               hereunder.  To  the  best  of  Buyer's  knowledge,   neither  the
               execution nor  consummation  of this Agreement is in violation of
               any  federal,   state  or  local  statute,   law,  regulation  or
               ordinance.

3.2.c.         Material  Misstatements  or  Omissions.   No  representations  or
               warranties   by  Buyer  in  this   Agreement  nor  any  document,
               statement,  certificate or schedule  furnished or to be furnished
               to Seller  pursuant  hereto,  contains or will contain any untrue
               statement  of a material  fact,  or omits or will omit to state a
               material fact necessary to make the statements or facts contained
               therein not misleading.

4.       COVENANTS AND OBLIGATIONS

4.1.     Obligations and Covenants of Seller. Seller hereby covenants and agrees
         as follows:

4.1.a.         Conduct of Business. Subject to the provisions of this Agreement,
               from and after the execution  hereof  until  the  Closing, Seller
               agrees (i) to  use  its best efforts to preserve and maintain its
               relationships  with  suppliers,  customers   and   others  having
               business  relations  with Seller pertaining to the Assets so that
               they will be preserved for Buyer on and after  the  Closing; (ii)
               to  use  its  best  efforts  to  take  all  actions  necessary or
               appropriate  to  meet  existing   commitments   which  are  being
               transferred  to Buyer  as  part of the Assets; (iii) it shall not
               enter  into  or  modify  any  Contracts  being  assigned to Buyer
               hereunder  without  prior  written  consent of Buyer; and (iv) it
               shall make  no  management  decision which may either directly or
               indirectly materially affect the Assets without the prior written
               consent of Buyer.

4.1.b.         Access  to  Premises  and  Information.  Seller  agrees  that any
               investigation  or inquiry made by Buyer pursuant to the Agreement
               shall not  affect or  lessen  in any way the  representation  and
               warranties  made by Seller  in the  Agreement  or their  survival
               after the  Closing as provided  herein.  Seller  agrees,  without
               further consideration, to deliver to Buyer at the Closing as part
               of the  Assets,  copies of all  records  relating  to the Assets,
               including without limitation, corporate records, credit files and
               payroll  records,  relating  to  the  Contracts  and  the  leases
               described in Section 1.1 hereof and other  information  important
               to the operation thereof.

4.1.c          Employees and  Compensation.   Seller   acknowledges  that  Buyer
               intends to offer  employment  to  those  employees  identified on
               Schedule  4.1.c  attached hereto  after  the  Closing  and Seller
               agrees to  cooperate  in good faith with Buyer in  effecting  the
               transfer of such  employees  who accept  employment  with  Buyer.
               Seller shall not terminate any employees  identified  on Schedule
               4.1.c, nor decrease or grant any increase in salaries payable, or
               to become payable by it, to  any such  employee,  nor will Seller
               increase or decrease benefits payable to any such employee  under
               any  bonus or  pension  plan or  other  contract  or  commitment,
               commitment,  without Buyer's prior written consent. Seller shall
               have the right, but not the obligation,  to  retain  any employee
               identified on Schedule 4.1.c who does  not accept employment with



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               Buyer.  Seller  acknowledges and agrees that all former employees
               of  Seller  who are or will become employees of Buyer are subject
               to  no  continuing   confidentiality  agreements  or  obligations
               with respect to Seller or its current or former customers.

4.1.d.         Consents to Others.  As soon as  reasonably  practical  after the
               execution  and delivery of this  Agreement and in any event at or
               prior to March 15,  2000,  Seller  shall use it best  efforts  to
               obtain the consent of all necessary persons to the assignment and
               transfer and  subcontract  to Buyer of any and all of the Assets,
               including,  without  limitation,  all  Contracts,  agreements and
               leases of Seller herein  provided to be assigned and  transferred
               to Buyer.

4.1.e.         Leased  Equipment  Buyout.   Equipment   included  in  the  Asset
               Acquisition  and currently  under lease to SoBran will be handled
               as follows:  An amount equal to the lease  buy-out  value for the
               equipment,  listed on Schedule  4.1.e,  will be deducted from the
               agreed to price and placed  into  escrow.  At such time as SoBran
               performs a buyout of the leases for the  equipment  and  provides
               TENERA with appropriate  documentation,  the escrow funds will be
               released.

4.2.     Obligations and Covenants of Buyer.  Buyer hereby  covenants and agrees
         as follows:

4.2.a.   Cooperation in Securing Consents.  Buyer shall use its  best efforts to
         assist Seller in obtaining the consent of all necessary persons  to the
         assignment and transfer to Buyer of any and all of the Assets.

5.       CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

5.1.      Conditions  Precedent.  The obligations of Buyer hereunder are subject
          to  the  satisfaction,  at or  prior  to  the  Closing,  of all of the
          conditions  set  forth in this  Article  5. The  compliance  with,  or
          occurrence of, any or all of such conditions may be waived in whole or
          in part by Buyer in writing; provided, no such waiver of any condition
          shall  constitute  a waiver  by Buyer of any of its  other  rights  or
          remedies,  at law or in equity,  if Seller should be in default of any
          its representations, warranties or covenants under this Agreement.

5.2.     Seller's Performance. Seller shall have performed and complied with all
         agreements and conditions required by this Agreement  to  be performed,
         or complied with, by it prior to or at the Closing.

5.3.     Officers' Certificates.  Seller shall deliver to Buyer its certificate,
         dated  on the  date of  Closing,  executed in its corporate name by its
         president, vice president or treasurer,  certifying  in  such detail as
         Buyer may reasonably  request, to  the fulfillment  of  the  conditions
         specified in Section 5.2 hereof.

5.4.     Corporate Approvals.  Seller shall have obtained due  authorization and
         approval of the execution and delivery of this Agreement and shall have
         taken  all  corporate  action  necessary  or proper  to effectuate  the
         fullfillment  of the  obligations of Seller  to be performed  hereunder
         prior to the Closing.

5.5.     Absence of Litigation. No action, suit  or arbitration,  administrative
         or other legal  proceeding  which  would in any manner affect  Seller's
         ability  to  consummate   this   Agreement  shall  have  instituted  or



<PAGE>



         threatened   at  or  prior  to  the    Closing,   except  as  expressly
         acknowledged by the Seller within.

5.6.     Form of Documents.  The form and substance of all instruments and other
         documents delivered to Buyer under this Agreement shall be satisfactory
         in all respects to Buyer and its counsel.

5.7.     Releases.  Prior to the  Closing Date,  Seller shall  have delivered to
         Buyer  the   written  release  of  all  liens,  security  interests  or
         encumbrances relating to the Assets, executed  by  the  holder  of such
         lien, security interest or other encumbrance.  The  releases  shall  be
         satisfactory in substance and form to Buyer and its counsel.

5.8.     Consents.  All consents and approvals so specified on Schedule 3.1.h as
         required on or before Closing shall have been obtained.

5.9.     General Releases.  Seller shall have duly  executed the General Release
         in the form  attached  hereto as Exhibit C, to be delivered to Buyer at
         the Closing.

6.       CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

6.1.      Conditions Precedent.  The obligations of Seller hereunder are subject
          to  the  satisfaction,  at or  prior  to  the  Closing,  of all of the
          conditions  set  forth in this  Article  6. The  compliance  with,  or
          occurrence of, any or all of such conditions may be waived in whole or
          in part  by  Seller  in  writing;  provided,  no  such  waiver  of any
          condition  shall  constitute  a waiver  by  Seller of any of its other
          rights or remedies, at law or in equity, if Buyer should be in default
          of  any  its  representations,  warranties  or  covenants  under  this
          Agreement.

6.2.     Buyer's Performance.  Buyer shall have performed  and complied with all
         agreements and  conditions required by  this Agreement to be performed,
         or complied with, by it prior to or at the Closing.

6.3.     Officers' Certificates.  Buyer shall deliver to Seller its certificate,
         dated  on  the  date  of Closing, executed in its corporate name by its
         corporate   name  by   its  president,  vice  president  or  treasurer,
         certifying,  in  such  detail as  Seller may reasonably request, to the
         to the fulfillment of the conditions specified in Section 6.2 hereof.

6.4.     Corporate Approvals.  Buyer  shall have  obtained due authorization and
         approval of the execution and delivery of this Agreement and shall have
         take  all  corporate  action  necessary  or  proper  to  effectuate the
         fulfillment of the obligations of Buyer to be performed hereunder prior
         to the Closing.

6.5.     General Releases. Buyer shall have duly executed the General Release in
         the form attached hereto as Exhibit D, to be delivered to Seller at the
         Closing.

6.6.     Absence of Litigation.  No  action, suit or arbitration, administrative
         or  other  legal  proceeding  which would  in any manner affect Buyer's
         ability   to  consummate  this  Agreement  shall   have  instituted  or
         threatened at or prior to the Closing.

7.       CLOSING



<PAGE>



7.1.     Time and Place.  Unless otherwise agreed  to by the parties hereto, the
         Closing of the Agreement (herein referred to as the "Closing" shall  be
         coordinated through office of Bryan Cave LLP, Suite  300, 120 Broadway,
         Santa  Monica,  California  90401,  at  5:00 p.m.  on  February 9, 2000
         (hereafter referred to as the "Closing Date").

7.2.     Seller's Obligations at Closing.  At  the  Closing  and  as a condition
         thereto, Seller shall deliver,  or cause to  be delivered, to Buyer the
         following (all documents shall be a form  and substance satisfactory to
         Buyer and its counsel):

         i.       A duly executed Bill  of Sale  in the form  attached hereto as
         Exhibit A, conveying  title to, and  possession of, the tangible Assets
         to Buyer;

         ii.      The Certificate of Officers described in section 5.3 hereof;

         iii.     Certified resolutions duly executed  evidencing  authorization
         and approval by the Seller's  Board  of  Directors of the execution and
         delivery  of  this  Agreement  and  the  consummation  by Seller of the
         transactions contemplated hereunder;

         iv.      All necessary  instruments of  assignment  and transfer of the
         Assets of any kind and description wherever situated;

         v.       The opinion of Seller's legal counsel, attesting to the effect
         and attached hereto as Exhibit B;

         vi.      General  Release  in  the  form  attached  as  Exhibit  C duly
         executed by Seller with respect to Buyer;

         vii.     A  duly  executed  Assignment  and Assumption conveying all of
         Seller's rights, title, and interest to and in the intangible Assets to
         Buyer; and

         viii.    Duly executed Sublease of  Leasehold Interest conveying use of
         Seller's leased premises  described in  Schedule 1.1.ix, along with the
         written consent of the landlord.

         Simultaneously  with the consummation of the Closing,  Seller shall put
         Buyer (through it officers,  agents and employees) into full possession
         and  enjoyment of all of the Assets.  Buyer shall not acquire any title
         to or property in the Assets until  possession  has been given to Buyer
         in accordance with this paragraph, and, accordingly,  all risks of loss
         with respect to the Assets  shall be borne by Seller  until  possession
         has been given to Buyer.

7.3.     Seller's Continuing Obligations.  Upon  request of Buyer, Seller shall,
         from time to  time  after  the  Closing,  duly execute, acknowledge and
         deliver all such further assignments, conveyances and other instruments
         of transfer and  other  assurances  and  documents, and shall take such
         other action consistent with any terms of this Agreement, as reasonably
         may  be  requested  by  Buyer  for  the  purpose  of  better assigning,
         transferring,  granting, conveying or confirming  to Buyer, or reducing
         to  possession  any  and  all  of  the  property  to  be  conveyed  and
         transferred pursuant to this Agreement.  Seller  further  agrees at the
         request  of Buyer  to use  its best  efforts to  prosecute or otherwise
         enforce in its own name for the benefit of Buyer, but solely at Buyer's



<PAGE>



         expense  unless such  prosecution  or  enforcement  is  necessitated by
         default  of  Seller  hereunder,  any  claims  or  rights  which, or the
         benefits of which, are transferred to  Buyer pursuant to this Agreement
         and which are  required  to  be  prosecuted  or o therwise  enforced in
         Seller's name.

7.4.     Buyer's  Obligations  at  Closing.  At the Closing  and  as a condition
         thereto, Buyer shall deliver, or cause to be delivered, to Sellers, the
         following (all documents shall in a form and substance  satisfactory to
         Seller and their counsel):

         i.       The Purchase Price in immediately available funds;

         ii.      The Certificate of Officers described in Section 6.3 hereof;

         iii.     Certified resolutions duly  executed, evidencing authorization
         and approval  by  the Board  of Directors of Buyer of the execution and
         delivery  of  this  Agreement  and  the  consummation  of  Buyer of the
         transactions and contemplated hereunder; and

         iv.      General Release in the form attached  hereto as Exhibit D duly
         executed by Buyer.

8.       INDEMNIFICATION AND OTHER CONTINUING COVENANTS

8.3.     Indemnification of Buyer.  For  a  period  of  one  (1)  year after the
         Closing  Date,  Seller  agrees  to  indemnify,  defend  with counsel of
         Seller's  choice and  reasonably  acceptable  to  Buyer, and hold Buyer
         harmless against any and all claims,  losses, liabilities, obligations,
         costs and expenses (including reasonable  attorneys'  fees) which Buyer
         may incur or suffer and which arise or result from or relate to (i) any
         breach  of  or  failure  by  Seller  to  perform any of its warranties,
         representations,  commitments,  agreements,  covenants  or   conditions
         contained herein; (ii) any breach of or  failure by Seller prior to the
         Closing to perform any of the terms and conditions of the Contracts and
         leases being transferred to Buyer,  including  without  limitation, any
         adjustments  which may result upon audit or review by the customer upon
         completion  of  the  Contract which  relate  to any period prior to the
         Closing;  and (iii) any obligation, liability, cost or expense incurred
         by Buyer which relate to, arise from or result from any liabilities  of
         Seller or related to the Assets other than  those  specifically assumed
         by Buyer hereunder including,  without  limitation,  any  agreements or
         promises  made  by  Seller  with  respect  to  any  employee of Seller;
         provided,  however,  that  Seller  is  promptly given notice of, and an
         opportunity  to  defend,  any  action  or  claim  asserted,  brought or
         threatened against Buyer, provided further that Buyer's failure to give
         such notice shall not relieve Seller of its  duty under this  Agreement
         to Buyer except to the extent Seller is actually materially  prejudiced
         or damaged thereby.

8.4.     Indemnification  of  Seller.  Buyer  agrees to  indemnify,  defend with
         counsel of Buyer's choice, and hold Seller harmless against any and all
         claims, losses, liabilities, obligations, costs and expenses (including
         reasonable attorneys' fees), which Seller may incur or suffer and which
         arise or result from or relate to (i) any breach or failure by Buyer to
         perform  any   of  its   warranties,   representations     commitments,
         agreements, covenants or  conditions  contained  herein;  (ii)  Buyer's



<PAGE>



         ownership  of  the  Assets  after  the Closing; and (iii) any breach or
         failure  by  Buyer  after  the  Closing to perform any of the terms and
         conditions  of  the  Contracts  and  leases being transferred to Buyer;
         provided,  however,  that  Buyer  is  promptly  given notice of, and an
         opportunity  to  defend,  any  action  or  claim  asserted,  brought or
         threatened  against  Seller, provided  further that Seller's failure to
         give  such  notice  shall  not  relieve  Buyer  of  its duty under this
         Agreement to Seller except  to the extent  Buyer is actually materially
         prejudiced or damaged thereby.

8.5.     Continuing   Cooperation.  The parties  hereto  agree to use their good
         faith  best   commercially  reasonable  efforts to  cooperate  with one
         another   following    the   Closing  to  complete   the   transactions
         contemplated herein.  The parties agree to provide such services to one
         another at such party's  usual  billing rates as may be requested  from
         time to time with   respect  to  completion  of the  Contracts  and the
         transfer of the Assets as contemplated herein.

8.6.      Competition  and  Solicitation.  Seller agrees that it will not at any
          time within the eighteen (18) month period  immediately  following the
          Closing, directly or indirectly, through any subsidiary,  affiliate or
          otherwise,  perform or engage in the  specific  business  or  services
          being performed under the Contracts or otherwise  competitive with the
          Internet Business.  Except as set forth herein, the parties agree that
          there shall be no  restriction  on their  ability to compete with each
          other in all other respects.

          Seller  and Buyer each agree that for a period of three (3) years from
          the Closing Date, it shall not,  without the prior written  consent of
          the  other,  employ or  attempt  to  employ,  or  solicit on behalf of
          another  for the purpose of  employment,  any  employees  of the other
          (exclusive  in the  case of  Buyer,  of any  employees  identified  on
          Schedule  4.1.c  hereto).  In the event an employee of Buyer or Seller
          voluntarily terminates his employment,  the above-referenced three (3)
          year  period  shall be reduced to one (1) year after such  resignation
          but in no event  more that  three (3) years  after the  Closing,  with
          respect to such employee.

8.7.      Nondisclosure  by  Seller.  Seller  agrees not to  disclose,  divulge,
          communicate  or convey (unless  Seller  becomes  legally  compelled to
          disclose  the same) to the  detriment  of Buyer or for the benefit of,
          any other person or persons, directly or indirectly,  any of the terms
          of the  Contracts  to persons who have nor  previously  received  such
          information which is confidential and constitutes trade secrets of the
          Buyer.

9.       MISCELLANEOUS

9.1.      Brokerage and Finder's Fees.  Each party  represents and warrants that
          all  negotiations  relating  to this  Agreement  and the  transactions
          contemplated  hereby have been  carried on by each  directly  with the
          other without  intervention of any person other than their  respective
          employees and counsel.

9.2.      Survival of Representations and Warranties.  All statements  contained
          in any exhibit,  schedule,  document,  certificate or other instrument
          delivered by or on behalf of any party hereto in  connection  with the
          transactions contemplated hereby shall be deemed to be representations
          and  warranties  made  pursuant to this  Agreement by such party.  The
          representations  and  warranties  contained  in Article 3  hereinunder



<PAGE>



          shall survive the Closing hereof for a period of one (1) year, and any
          investigation made by any party or such party's  representatives shall
          not constitute a waiver thereof and no such representation or warranty
          shall be merged into the Closing.

9.3.      Notices.  All  notices or other  communications  provided  for by this
          Agreement  shall  be made in  writing  and  shall be  deemed  properly
          delivered when (i) delivered personally, or (ii) mailed, registered or
          certified  mail,  postage  prepaid,  to the  parties at the  following
          addresses  (or to such address  designated  in writing by one party to
          the other):

               i.       Addresses:            Buyer:

                                              TENERA, Inc.
                                              One Market, Suite 1850 Spear Tower
                                              San Francisco, CA 94105
                                              Attention: Jeff Hazarian

                                              Seller:

                                              SoBran, Inc.
                                              9514 Lee Highway Suite B
                                              Fairfax, VA 22031
                                              Attention: Amos Otis, Owner

9.4.      Attorneys' Fees and Expenses.  All attorneys' fees and other costs and
          expenses  incurred in  connection  with the  transactions  hereinabove
          described,  including preparation of this Agreement,  shall be paid by
          the respective parties hereto. In the event of default hereunder,  the
          defaulting party shall be liable to the  non-defaulting  party for all
          expenses and costs incurred by the non-defaulting  party in protecting
          or  enforcing  its  rights  hereunder  including  but  no  limited  to
          reasonable  fees and expenses of attorneys,  accountants  and experts,
          and court costs.

9.5.     Subject Headings.  The subject  heading of the articles, paragraphs and
         subparagraphs  of  this  Agreement  are included solely for purposes of
         convenience  and  reference  only,  and shall not be deemed to explain,
         modify,  limit,  amplify  or  aid  in  the   meaning,  construction  or
         interpretation of any of the provisions of this Agreement.

9.6.     Exhibits.  All exhibits  and schedules, attached hereto and referred to
         herein, are an integral part of this Agreement  and incorporated herein
         by reference hereby.

9.7.     Amendments.    No supplement,  modification or  amendment  of any term,
         provision  or   condition   of   this  Agreement  shall  be  binding or
         enforceable unless executed in writing by the parties hereto.

9.8.      Entire  Agreement  and  Waiver.   This  Agreement  contains the entire
          agreement  between  the  parties  hereto  and supersedes all prior and
          contemporaneous     agreement,    arrangements,    negotiations,   and
          understanding  between  the  parties  hereto,  relating to the subject
          matter hereof. There are no other understandings, statements, promises



<PAGE>



          or  inducements,  oral  or  otherwise,  contrary  to the terms of this
          Agreement.   No  representations, warranties, covenants or conditions,
          express or implied, whether by statute or otherwise, other than as set
          forth herein have been made by  any party  hereto.   No  waiver of any
          term, provision, or condition of this Agreement, whether by conduct or
          otherwise,  in  any  one  or more instances, shall be deemed to be, or
          shall  constitute, a  wavier of any other provision hereof, whether or
          not similar, nor shall such waiver constitute a continuing waiver, and
          no  waiver  shall be  binding  unless in writing  and  executed by the
          parties.

9.9.      Parties in Interest.  Nothing in this  Agreement,  whether  express or
          implied,  is intended to confer upon any person other than the parties
          hereto and the parties to the related documents executed in connection
          herewith and their respective heirs,  representatives,  successors and
          permitted  assigns,  any rights or remedies under or by reason of this
          Agreement,  nor is anything in this  Agreement  intended to relieve or
          discharge  the  liability  of any other  party  hereto,  nor shall any
          provision  hereof give any entity any right of subrogation  against or
          action over against any party.

9.10.     Successors  and Assigns.  Neither this Agreement nor any of the rights
          or  obligations  hereunder  shall be  assignable  by any party  hereto
          without  the  written  consent of all of the  parties  first  obtained
          (except as provided to the contrary  with respect to licenses  granted
          by Seller),  and any attempted assignment without such written consent
          shall be void and confer no rights  upon any third  party.  Subject to
          the foregoing, this Agreement shall be binding upon and shall inure to
          the  benefit  of  the  parties  hereto  and  their  respective  heirs,
          representatives, successors and permitted assigns.

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

9.12.     Applicable Law. The Parties agree and consent to personal jurisdiction
          and service  and venue in any federal or state court  within the State
          of California having subject matter jurisdiction,  for the purposes of
          any  action,  suit or  proceeding  arising  out of or relating to this
          Agreement. This Agreement shall be interpreted, governed and construed
          under the laws of the State of  California  as if it were executed and
          to be performed wholly within the State of California.

9.13.     Further  Documents.  Each party agrees to execute and deliver,  at any
          time and from time to time,  upon the request of another  party,  such
          further  instruments  or documents as may be  reasonably  necessary or
          appropriate to carry out the provisions  contained herein, and to take
          such  other  action  as  another  party  may  reasonably   request  to
          effectuate the purposes of this Agreement.

9.14.     Reformation/severability.  If  any  provision  of  this  Agreement  is
          declared invalid by any tribunal,  then such provision shall be deemed
          automatically  adjusted to the minimum extent  necessary to conform to
          the  requirements  for  validity  as  declared at such time and, as so
          adjusted,  shall be deemed a  provision  of this  Agreement  as though
          originally   included   herein.   In  the  event  that  the  provision
          invalidated  is of such a nature  that it cannot be so  adjusted,  the



<PAGE>



          provision  shall be deemed  deleted from this Agreement as though such
          provision  had  never  been  included  herein.  In  either  case,  the
          remaining provisions of this Agreement shall remain in effect.

9.15.     Interpretations and Definitions. The parties agree that each party and
          its counsel have reviewed and revised this Agreement and that any rule
          of construction to the effect that  ambiguities are to resolve against
          the  drafting  party  shall  not apply in the  interpretation  of this
          Agreement.  In this Agreement the neuter gender  includes the feminine
          and  masculine  and the  singular  number  includes the plural and the
          words "person,  and "party" include  corporation,  partnership,  firm,
          trust or association whenever the context so requires.

9.16.     Remedies Not Exclusive and Waiver.  No remedy  conferred by any of the
          specific  provisions of this  Agreement is intended to be exclusive of
          any other  remedy and each and every remedy  shall be  cumulative  and
          shall be in addition to every other remedy  given  hereunder or now or
          hereafter existing at law or in equity or by statute or otherwise. The
          election of any one or more remedies  shall not constitute a waiver of
          the right to pursue other available remedies.

9.17.     Materiality   of   Representations   and   Warranties.   Each  of  the
          representations  and warranties  contained in this  Agreement,  in any
          attachment   hereto,  or  any  certificate   delivered  in  connection
          herewith,  shall be considered a material warranty and  representation
          which was made as a  substantial  inducement  to the execution of this
          Agreement and any breach of any such representation and warranty shall
          be considered a material breach of this Agreement.

     Publicity.  No statement  concerning the transactions  contemplated by this
     Agreement  shall be made or release  to any medium of public  communication
     except with the prior written  approval of Buyer and Seller (such  approval
     shall be not  unreasonably  withheld) and except to the extent that counsel
     advises such party that disclosure is legally required.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.

     SoBran, Inc.

     By: ___/s/ Amos Otis_____________________
     Its:  ___President & CEO__________________

     TENERA, Inc.

     By: ____/s/ R.C. McKay___________________
     Its:  ___President & CEO__________________



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                 Schedule 1.1.i.

"Schedule  1.1.i.  All of  Seller's  right,  title  and  interest  in and to all
executory customer licenses,  contracts and proposals,  which shall be described
on Schedule  1.1.i.  attached  hereto  (provided,  however,  that such  customer
consents in writing to the assignment and transfer  thereof to Buyer),  all work
in  process  with  respect  thereto,  and all  rights  and  preferences  for any
reasonable  extensions on contracts  relating to current work being performed at
the same sites (collectively, the "Contracts");"

No contracts are included in the scope of this asset  acquisition.  An extension
to a recently expired SoBran contract that provided support  associated with the
ITrack  software  application and data  maintenance  program is anticipate to be
awarded to TENERA after closing of this acquisition.



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                Schedule 1.1.ii.

      "Schedule 1.1.ii. - Those fixed operating assets specifically  selected by
the Buyer,  including  the  furniture  and computer  hardware and software  (the
"Tangible  Fixed  Assets")   located  at  the  Seller's  offices  in  Knoxville,
Tennessee, which the parties agree are in good operating condition, all of which
are identified on Schedule 1.1.ii attached hereto:"



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                Schedule 1.1.iii.

      "Schedule 1.1.iii. - All of the goodwill,  trade secrets,  proprietary and
technical data, intellectual property rights, know-how, inventions,  discoveries
and trade names  pertaining to or used in connection with the Internet  Business
and the Contracts  including,  without limitation,  those identified on Schedule
1.1.iii attached hereto:"

Acquisition scope includes all architecture,  programming, and coding associated
with the Internet Business  including:  software  application  programs,  module
designs,  electronic  templates,  and learning  models;  all process methods and
practices  associated with  development and application of software  application
programs,  course  ware  (i.e.  ASP  templates,  interactive  exercises)  module
designs,  electronic templates,  and electronic models; course technical content
including  digital  photography,   video  materials,  sound  tracks,  and  other
supporting   electronic  and  data  files;  all   architecture,   functionality,
programming,   stored  routines,  and  code  that  constitutes  the  GoTrain.net
Corporate Distance Learning Center (CDLC).

Acquisition  scope  also  includes  all  architecture,  programming,  and coding
associated  with the SoBran  software  and  application  program  called  ITrack
including all licenses, trademarks, registrations,  architecture, functionality,
programming, stored routines, data and data files, and code.



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                Schedule 1.1.vii.

      Schedule 1.1.vii - All of Seller's right,  title and interest in or to the
names of all Internet URL addresses owned by Seller other than  "SoBran-inc.com"
and  "SoBran.org.com",  which shall be  described on Schedule  1.1.vii  attached
hereto:

      A. The  Acquisition  includes  the following trade names: ITrack; GoTrain;
Corporate Distance Learning Center (CDLC)



      B. The  Acquisition  includes  the  following  Domain  names: GoTrain.net;
e-lrn.net; elrn.net



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                Schedule 1.1.ix.

      Schedule  1.1.ix - A  sublease  to Buyer  approved  by the  lessor  of the
Seller's  premises (the  "Premises")  as described in Schedule  1.1.ix  attached
hereto:



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                   Schedule1.5

     Schedule 1.5 - Allocation of Purchase Price.  The parties hereto agree that
     the Purchase Price shall be allocated among the Assets as set forth in this
     Schedule.  The  parties  declare  and  acknowledge  that these  values were
     determined in good faith in arm's length  bargaining.  Each party agrees to
     report the  transaction  for income tax  purposes  in  accordance  with the
     allocation   recited  herein  and  that  it  will  not  take  any  position
     inconsistent  with this  allocation  except with the written consent of the
     other  party  hereto.  However,  if the  Internal  Revenue  Service  or the
     Franchise  Tax Board  takes a  position  with  respect to one party to this
     Agreement that is inconsistent with the allocation  herein, the other party
     may take a protective  position adopting the taxing authority's  contention
     until the controversy is finally resolved.



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                 Schedule 2.1.i

2.1.i - All  vendor-related  payables of Seller related to any of the Assets for
any and all  periods  (or  portions  thereof)  ending on or prior to the Closing
Date, a complete list of which Seller has specified on Schedule  2.1.i  attached
hereto;



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                 Schedule 3.1.h

Schedule 3.1.h - Consents of Third Parties. Except as set forth on this Schedule
3.1.h,  no approval or consents  of any person,  entity or  governmental  agency
(including,  without  limitation,  consents  of  customers,  lessors,  financial
institutions,  and  suppliers)  other  than  Seller is  necessary  to any of the
transfers, assignments or conveyances of the Assets to Buyer.

No Third Party Consents are required by the Seller to complete this Acquisition.



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                 Schedule 4.1.c.

Schedule 4.1.c - Acquired  Personnel List:  Employees and  Compensation.  Seller
acknowledges   that  Buyer  intends  to  offer  employment  to  those  employees
identified on Schedule 4.1.c attached hereto after the Closing and Seller agrees
to  cooperate  in good  faith  with  Buyer in  effecting  the  transfer  of such
employees  who accept  employment  with Buyer.  Seller shall not  terminate  any
employees  identified on Schedule  4.1.c,  nor decrease or grant any increase in
salaries  payable,  or to become payable by it, to any such  employee,  nor will
Seller  increase or decrease  benefits  payable to any such  employee  under any
bonus or pension plan or other  contract or  commitment,  without  Buyer's prior
written consent. Seller shall have the right, but not the obligation,  to retain
any employee  identified on Schedule 4.1.c who does not accept  employment  with
Buyer.  Seller  acknowledges  and agrees that all former employees of Seller who
are  or  will  become   employees   of  Buyer  are  subject  to  no   continuing
confidentiality  agreements or obligations with respect to Seller or its current
or former customers.

                       SoBran Employees Acquired by TENERA

------------------------ ------------------------ ------------------------------
         Name             Social Security Number           Job Title

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

Bivens, Jessica                ###-##-####              Web Designer I
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Boyle, Robert                  ###-##-####            Senior Web Developer
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Harper, Serena                 ###-##-####              Web Designer II
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Hinton, Daniel                 ###-##-####              Web Developer I
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Holder, Nate (James)           ###-##-####           Systems Administrator II
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Hunt, Kathryn                  ###-##-####              Web Designer II
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Job, David                     ###-##-####          Vice President, Operations
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Lay, Chris                     ###-##-####                Web Designer I
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Machanoff, Katie               ###-##-####             Application Support
                                                          Administrator
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
McClanahan, Don                ###-##-####             Senior Web Designer
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
McGhee, Angela                 ###-##-####               Web Designer II
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Sinclair, Lesli                ###-##-####               Web Designer II
------------------------ ------------------------ ------------------------------
------------------------ ------------------------ ------------------------------
Sparks, Carla                  ###-##-####               Web Developer II
------------------------ ------------------------ ------------------------------



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                 Schedule 4.1.e.
                     Equipment Requiring SoBran Lease Buyout

Schedule  4.1.e:  Leased  Equipment  Buyout.  Equipment  included  in the  Asset
Acquisition and currently  under lease to SoBran will be handled as follows:  An
amount equal to the lease  buy-out value for the  equipment,  listed on Schedule
4.1.e, will be deducted from the agreed to price and placed into escrow. At such
time as SoBran  performs a buyout of the leases for the  equipment  and provides
TENERA with appropriate documentation, the escrow funds will be released.

(2)Micron                 Four Micron Computer     36-month lease started 8/99
   0241522059000          Work Stations            with options to purchase.
                                                   Monthly charges $570.69 with
                                                   buyout of $13,590.45.

                                                   (half to be paid by TENERA)


(3)Kennesaw               Miscellaneous furniture  36-month lease started 6/97
   09-970620                                       with option to purchase.
                                                   Monthly charges $$ with
                                                   buyout of $664.70.


(5)Information Leasing    Miscellaneous computer   36-month lease started in
   Corporation            and s/w gear some        1997.  Buyout $3,500.
                          being applied to the
   45199711               CDLC


(6)Information Leasing    Miscellaneous            36-month lease started in
   Corporation            computer, HUB,  and      1997.  Buyout $1,125.
                          s/w gear some being
   46719711               applied to the CDLC


(7)Information Leasing    Miscellaneous computer   36-month lease started in
   Corporation            and s/w gear some        1997.  Buyout $1,425.
                          being applied to the
   48959711               CDLC


(8)Information Leasing     Miscellaneous computer   36-month lease started in
   Corporation             and s/w gear some        1997.  Buyout $1,200.
                           being applied to the
   51899711                CDLC



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                    EXHIBIT A
                                  BILL OF SALE

         SoBran Incorporated,  an Ohio corporation,  for valuable consideration,
receipt of which is hereby  acknowledged,  hereby sell and  assign,  and by this
Bill of Sale do grant, assign,  convey,  transfer, and deliver to TENERA Inc., a
Delaware corporation, its representatives, successors, and assigns the goods and
chattels  described  in  this  Asset  Acquisition  Agreement  and  presented  as
Schedules  1.1.i,  1.1.ii,  1.1.iii,  1.1.iv,  and 4.1.c and included herein and
incorporated  by reference as though fully set forth  herein,  free and clear of
all defects of title, security interests,  liens, mortgages,  encumbrances,  and
adverse claims.

         IN WITNESS WHEREOF,  duly authorized  representatives  of SoBran,  Inc.
have executed this Bill of Sale this 11th day of February, 2000.



                                                SoBran Inc.
                                                -----------



                                                By   ___/s/Amos Otis____________


                                                Title  __President & CEO________





                                                 Notarized Witness
                                                 -----------------



                                              By  ____/s/Carol A. Malzahn_______



                                              Name  ________________________



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                    EXHIBIT B
                         SELLER'S LEGAL COUNCIL OPINION



<PAGE>



                           ASSET ACQUISITION AGREEMENT
                                    EXHIBIT C
                             MUTUAL GENERAL RELEASE