LEGACY SOFTWARE INC
8-K, 1998-09-25
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported):
                               September 14, 1998
                               ------------------


                         Commission file number 0-28330
                                               ---------


                              LEGACY SOFTWARE, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)



           Delaware                                      95-456-1156  
           --------                                      -----------  
   (State of other jurisdiction                      (I.R.S. Employer
   of incorporation or                                Identification No.)
   organization)



5340 Alla Road, Los Angeles, CA                           90066
- -------------------------------                           -----
(Address of principal executive offices)                (Zip Code)



Registrant's Telephone number, including area code:   (310) 823-2423 
                                                      ---------------

<PAGE>




Item No. 5.       Other Events
- -----------       ------------

1.       Summary of Merger with Videocall:

         On September 14, 1998, Legacy Software, Inc. ("Legacy") entered into an
Agreement  and  Plan  of  Merger  with   Videocall   International   Corporation
("Videocall"),  a Florida corporation. Under the terms of the Agreement and Plan
of Merger,  Videocall shall be merged into a transitory subsidiary  incorporated
in the  State of  Florida  for the  purposes  of the  merger  agreement  between
Videocall  and  Legacy.  The  shares of the  surviving  entity,  the  transitory
subsidiary,  then will be converted into Legacy shares.  Legacy shall remain the
surviving entity and shall acquire Videocall's business and shareholders through
the merger.

          Under  the  terms  of the  Agreement  and Plan of  Merger,  Videocall,
through a  transitory  subsidiary,  will  merge  with  Legacy  and the shares of
Videocall will be converted into shares of Legacy pursuant to a conversion ratio
as defined in the agreement  between the  companies.  As a result of the merger,
the number of Legacy shares issued and outstanding shall increase and pre-merger
Legacy  shareholders  will  experience a dilution in the per share book value of
their shares.  All of the additional new shares shall be issued to  shareholders
of Videocall.  The issuance of such shares causes a change in control of Legacy.
The number of Legacy  shares  which will be issued in this  regard is subject to
verification and audit.

a.       Business of Videocall:

         Videocall   is   engaged  in   building  a  global   telecommunications
organization that will specialize in the field of video conferencing.  Videocall
intends to provide  customers  and  businesses  both in the United States and in
other  countries  throughout  the world with a wide range of  telecommunications
services,  specializing  in offering  customers  the ability to  videocall  each
other. Videocall intends to establish retail locations throughout the world from
which businesses and general public consumers may participate in videocalls with
others that have access to videocall facilities or equipment.  The principals of
Videocall began working on the business concept approximately two years ago.

         Most of  Videocall's  management  have  spent  the past  decade  in the
telecommunications  industry,  producing  and  marketing  telecom  products  and
services.  The  development  of  Videocall's  business plan is a result of their
telecommunications  experience,  their research,  and their sales, marketing and
telecommunications product development.  Videocall intends to set up and operate
a global  network of convenient,  strategically  located retail outlets to offer

                                       -2-

<PAGE>

the general public videocalling services in its facilities at a reasonable cost.
Videocall's  mission  is to  bring to the  general  public  in major  population
centers  the  world  over  high  value,  cost-effective  videocalling  services.
Videocall  intends to accomplish its goals by establishing  retail  locations in
major  international  cities,  by its own  development  of  strategic  locations
through franchises,  or via strategic partnerships.  At these conveniently sited
locations worldwide, Videocall expects that customers will readily book calls to
locations in many other countries and cities worldwide.

         The  Corporate  Market:  Videocall's  founders  believe that the global
business  community is primed for a surge in  videoconferencing  facilities  and
services.  Internet  development  and its focus on visual  imagery  reflects the
corporate interest in rapid audio/visual  communication worldwide.  Videocall is
designed  to fill  the  need  for the  delivery  of  economical,  efficient  and
convenient videocall services to commercial users worldwide.

         Ethnic Markets:  Ethnic minorities worldwide often comprise substantial
numbers of displaced or otherwise separated families. In many cases,  immigrants
into  countries  the world over make up a  significant  fraction of local ethnic
communities.  These  immigrants  often have been  unable to return to their home
countries  to see  their  distant  families.  Often  for both  political  and/or
financial  reasons they are not able to travel  easily,  but they are capable of
telephone  calls,  and are currently a significant  purchasing group for prepaid
phone cards.  Videocall  believes that videocalling will offer them a preferable
and desirable alternative to non-visual telephone calls.

         Large  segments  of the  populations  in  many  countries  make up such
groups,  and these have created what  Videocall  believes is a ready and willing
market for videocalling services. Based on management's experience and knowledge
of ethnic markets--in terms of locations, resources, consumer responsiveness and
Videocall's market  sensitivity--Videocall's  business strategy should result in
these ethnic  markets  visually and aurally  reuniting with their families on an
international scale.  Videocall believes that once the availability of videocall
service is present to connect a given  ethnic  group with key global  locations,
routine and regular videocalling will become a part of the normal activities for
many members of these communities.  Videocall believes that it is the first such
commercial  venture to approach this market in a knowledgeable and comprehensive
manner, with a manageable plan for global implementation.

         The Technology: The core aspect of Videocall's business is the purchase
and  delivery of the  videocalling  system,  with full  technical  support on an
ongoing  basis  from  the  Picturetel  Corporation  of  Andover,  Massachusetts.
Videocall  may  also  source  equipment  from  other  manufacturers.  Picturetel
Corporation is the world leader in videoconferencing technologies,  products and


                                       -3-

<PAGE>

services.  Picturetel  Corporation  claims  over  56% of the  world  market  for
videoconferencing systems.

         The  equipment   that  Videocall   expects  to  primarily   utilize  is
Picturetel's  'SWIFTSITE" system. This simple yet high tech system is compatible
with most current videoconferencing systems (there being an established industry
standard-the H.323/H.320 international standard-in effect).

         Global   Telecommunication   Transmission   Standards:   The   standard
transmission  protocol that Videocall  will use is ISDN. The difference  between
ISDN  and a  regular  phone  line  is that  the  ISDN  "pipe"--or  bandwidth--is
substantially  larger and more  efficient.  Rather than  operating  in the usual
"analog" manner, an ISDN line transmits digital signals which are not subject to
the normal degradation and operational problems of analog connectivity.  ISDN is
therefore  able to carry more data and speech,  very  rapidly  and with  clearer
connectivity.  It  provides  a  clarity  of voice  transmissions  and real  time
transmission  of  simultaneous  video  picture  without the slow  "step-by-step"
images of earlier analog line transmissions.  Because it is digital, ISDN allows
for direct computer-to-computer  communications and facilities high volume data,
video and voice applications such as global videocalling. As of July 1998, there
are over 40 countries worldwide in which ISDN is commercially available.

         The  Wireline  Carriers:  Videocall  intends  to  enter  into  separate
agreements with local PTTs in every target country for the  installation of ISDN
circuits at all of its own retail  locations  and the locations of its strategic
partners. In almost all cases, ISDN installation rates have been reduced to only
a few hundred  dollars per  location,  and the  monthly  rental  rates have been
reduced  to as low as $30 per  month or less.  This  should  help  Videocall  to
operate economically and competitively. In addition, Videocall intends to obtain
ISDN long distance service from major  international  carriers such as AT&T, MCI
and SPRINT.  The current global industry trend is towards a general  lowering of
calling  rates,  and Videocall  expects that ISDN rates will retain part of this
trend.

         Global  Siting  of  Retail  Locations:   Videocall  has  organized  its
expansion   activities   toward   different   targeted   locations   and  toward
business-formation strategies designed to secure locations. Videocall's approach
to  establishing   its  global  network  of  retail   locations   includes:   1.
Company-owned  locations;  2. Travel agency  acquisitions;  3. Partnerships;  4.
Franchises; and 5. Strategic commercial arrangements.

         While  Videocall  has  developed  financial  models for various  retain
location  options,  the financial models will vary from country to country,  and
indeed even from city to city within a given country. Management will review all
available  options on an individual  location basis,  and intends to obtain such

                                       -4-

<PAGE>

locations in a manner consistent with cash flow needs,  projected  profitability
goals, location desirability,  and the marketplace demand for local videocalling
origination and receipt.

b.       Newly Elected Directors of the Company

         Also,  pursuant to the Agreement and Plan of Merger  between Legacy and
Videocall,  Legacy's  board has  appointed  four (4) new directors to service as
directors of Legacy pending shareholder ratification of this transaction.  Those
directors  are  officers  and  directors of  Videocall  and the  additional  new
directors now constitute a majority of the Board of Directors of Legacy. The new
directors are Michael J. Zwebner,  Eugene A. Rosov,  Michael  Cuzner-Charles and
Alexander H. Walker, Jr.

         Michael  J.  Zwebner  is the  founder  and has  served as  Chairman  of
Videocall  since February 1998. From 1974 to 1986, Mr. Zwebner founded and ran a
travel and tourism  company as well as a charter  airline,  specializing  in the
areas of air  charter  travel,  wholesale  ticketing  and general  business  and
tourist travel.  From 1986 to 1990, Mr. Zwebner owned and operation several real
estate  companies,  as well as managed a chain of five  family  restaurants  and
related catering services in England. From 1991 to 1997, Mr. Zwebner founded and
served as  Vide-President  of Cardcall  International  Holdings  Inc.  (USA) and
Operating  Manager of Cardcall  (UK) Ltd.,  for which he designed and  developed
telecommunications  and marketing  concepts and organized the extensive  prepaid
phone card operations  (Cardcall  having been the largest such operation in both
the UK and Canada). Mr. Zwebner also coordinated corporate finance activities of
Cardcall.

         In February of 1997, Mr. Zwebner negotiated and secured the sale/merger
of the Cardcall Group to DCI  Telecommunications  Inc., a  publicly-held  entity
based in  Connecticut,  USA,  and was  subsequently  instrumental  in the  multi
million  dollar sale of the UK  distribution  contract to SmarTalk  Teleservices
Inc. In addition,  in February of 1998, Mr. Zwebner negotiated the creation of a
multi million dollar joint venture between  Cardcaller Canada Inc. with Datawave
Systems Inc. of Vancouver,  Canada. Mr. Zwebner resigned from his positions with
the  Cardcall  Group in February  1998 to actively  and  exclusively  pursue the
Videocall project.

         Eugene A. Rosov:  Eugene  Rosov has served as Director,  President  and
Chief Executive  Officer of Videocall  International  Corporation  since June of
1998.  In 1967,  Mr.  Rosov  started a national  music  educational  and touring
company, and in 1978 started the international chamber music association Chamber
Music America. Mr. Rosov served as acting Director of Marketing for the nation's
largest public radio station,  WNYC, from 1979 to 1980. In 1980, he was founder,
president and CEO of Water Test  Corporation,  a national drinking water testing

                                       -5-

<PAGE>

laboratory acquired by Household International in 1987. From 1988 to 1995 he was
founder,  president,  CEO and Chairman of Innovative  Telecom  Corporation,  the
Nashua, New Hampshire telecommunications systems integrator and provider to five
(of  six)  Regional  Bell   operating   companies  of  prepaid   telephone  card
technologies and customer service operations. From 1995-1998, Mr. Rosov acted as
a consultant to various  telecom  companies.  Mr. Rosov  graduated  from Harvard
College in 1971 with a BA in General Studies.

         Michael Cuzner-Charles: Michael Cuzner-Charles has served as a Director
and  Advisor  to  Videocall  since  July 1998.  Mr.  Cuzner-Charles  serves as a
director of Regal  Brook Ltd. In  Berkshire  (UK - since  1995).  He was finance
director of Kingston  Coatings,  Courtaulds  Plc from 1976 to 1979, and became a
Director of the CJ Phoenix Group  (Jewelers in Paris,  London and Birmingham) in
1979 until  1982.  For the  international  management  consulting  form of Grant
Thornton,  Mr.  Cuzner-Charles  was senior manager from 1982 to 1984, and became
senior  manager of  Corporate  Finance  for  Touche  Ross from  1984-1992.  From
1992-1995,  Mr.  Cuzner-Charles  served as a  director  of MBS Plc,  a  computer
distribution  company,  and was Chief  Executive  Officer of Trade  Intermediary
Group Plc. He is a Fellow of the Institute of Chartered  Accountants  in England
and Wales.

         Alexander  H.  Walker,  Jr.:  Mr.  Walker has served as a Director  and
General Counsel to Videocall since July 1998.  Since 1968, Mr. Walker has served
as Chairman of the Board of Nevada Agency and Trust Company in Reno,  Nevada,  a
licensed and registered trust company and transfer agent in business since 1903.
From 1944 to 1946,  Mr. Walker  served in the United States Army,  rising to the
rank of Captain and served in the infantry in the United States Army Reserve. He
received  his  B.A.  from  Waynesburg  College  (1950)  and his  J.D.  from  the
University of Pittsburgh  School of Law in 1952. Since 1956, Mr. Walker has been
a practicing  attorney with his practice including all phases of trial work with
a particular  emphasis on corporate  securities  matters.  From 1954 to 1955, he
served first as Attorney  Advisor,  and then  1955-1956 as Attorney in Charge of
the Salt  Lake  (UT)  Branch  for the  United  States  Securities  and  Exchange
Commission  (SEC). From 1956 to date, he has maintained a private practice as an
attorney

c.       Videocall Assets

         Videocall has obtained  $1,000,000  in cash through a Private  Offering
Memorandum  made pursuant to Rule 504 of Regulation D as  promulgated  under the
Securities  Act of 1933,  as amended.  Videocall  also has raised an  additional
$4,000,000  through an offer pursuant to Regulation S as  promulgated  under the

                                       -6-

<PAGE>

Securities  Act of 1933,  as amended.  Management of Legacy has entered into the
Agreement  and Plan of  Merger  with  Videocall  in  order to bring  Videocall's
significant cash assets into Legacy.

         The transaction  between Legacy and Videocall is subject to shareholder
approval.  Pursuant to the Agreement and Plan of Merger,  Legacy intends to file
either  appropriate  proxy  materials  or  an  information  statement  with  the
Commission and then obtain shareholder  approval of this transaction.  Videocall
also shall obtain  shareholders  approval pursuant to the terms of the Agreement
and Plan of Merger.

2.       $2,000,000 Cash Infusion:

         On September 8, 1998,  Legacy  received  $200,000 in private  placement
funds for  400,000  shares or its common  stock.  The  Company  relied  upon the
exemption  contained in Section 4(2) of the  Securities Act of 1933, as amended,
in connection with this transaction. Such shares shall bear restrictive legends.
It is possible,  however, that the Company will file a Registration Statement in
the future which covers such shares.  Proceeds from this private  placement will
be used by the Company to continue the development of its software  products and
to facilitate the merger of the Company with Videocall.

3.       $2,000,000 Cash Infusion:

         Subsequent  to  entering  into the  Agreement  and Plan of Merger  with
Videocall on September  14, 1998,  the Company  entered into  arrangements  with
investors for the infusion of $2,000,000  in cash to Legacy.  Such  arrangements
were made  available  to the  Company  through  the new  directors  added to the
Company's Board of Directors in connection with the Videocall merger.

         To date, a total of $2,000,000 has been received by Legacy.  Such funds
have been  forwarded to the Company for its continued  operations  and to assure
its continued compliance with the NASDAQ listing requirements.

         The Company  intends to issue  1,960,000  shares of its common stock to
the  individuals  forwarding  the  $2,000,000.  Such  shares  shall be issued in
reliance of Section 4(2) of the Securities Act of 1933, as amended.  Such shares
shall bear restrictive legends. It is possible,  however,  that the Company will
file a Registration Statement in the future which covers such shares.

4.       Legacy Interactive Transaction:

         On September 14, 1998,  Ariella  Lehrer  resigned as an officer  and/or
director of the corporation.  On the same date, the corporation  entered into an
Agreement  of Sale with an  entity  known as Legacy  Interactive,  Inc.  for its
Emergency Room, Best of Emergency Room, Emergency Room Intern,  Emergency Room 2
and  ER  Code  Blue  software.   Ariella  Lehrer  is  the  President  of  Legacy
Interactive, Inc.

         In exchange for the transfer of the software, Legacy Interactive,  Inc.
assumed the company's  indebtedness to David and Ariella Lehrer in the principal
amount of $57,482 and the company's  indebtedness  to Irving and Trudy Lehrer in
the principal amount of $266,877. Also, the Company entered into an agreement to
pay a total  of  $108,099  in  three  (3)  installments  of  $36,033  to  Legacy
Interactive,  Inc. The first  installment  was paid at the time the Agreement of

                                       -7-
<PAGE>

Sale was entered into between the parties.  The second  installment is due on or
before September 25, 1998 and the third installment is due on or before November
15, 1998.

Item No. 6.       Resignations of Registrant's Directors.
- -----------       ---------------------------------------

         Ariella  Lehrer,  who was an officer and  director  of the  Registrant,
resigned on September 14, 1998 in favor of those persons listed in paragraph 1.b
above. Ms. Lehrer did not resign as a result of any dispute with the Company

Item No. 7.       Financial Statements and Exhibits.
- -----------       ----------------------------------

1.       Agreement  and  Plan  of  Merger  between  Legacy  Software,  Inc.  and
         Videocall International Corporation dated September 14, 1998.



                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     LEGACY SOFTWARE, INC.



Date: September 24, 1998.                            /s/ Eugene A. Rosov
                                                     --------------------------
                                                     Eugene A. Rosov, President



                                       -8-





                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                             LEGACY SOFTWARE, INC.,

                            LEGACY ACQUISITION, INC.

                                       AND

                       VIDEOCALL INTERNATIONAL CORPORATION


                              September 14, 1998




<PAGE>

                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT  AND PLAN OF MERGER  entered into as of September 14, 1998 by
and among Legacy Software,  Inc., a Delaware  corporation (the "Buyer"),  Legacy
Software  Acquisition,  Inc.,  a Florida  corporation  to be  incorporated  (the
"Transitory Subsidiary"),  and Videocall International  Corporation.,  a Florida
corporation (the "Target"). The Buyer, the Transitory Subsidiary, and the Target
are referred to collectively herein as the "Parties;"

         WHEREAS, upon the terms and subject to the conditions of this Agreement
and of a Merger  Agreement in the form attached hereto as Exhibit A (the "Merger
Agreement"),  in accordance with the Florida General Corporation Law, the Buyer,
the Target, and the Transitory  Subsidiary will carry out a business combination
pursuant to which the Target will merge with and into the Transitory Subsidiary,
the  stockholders  of the Target will  convert all of their  outstanding  Target
Shares into the Buyer Shares;

         WHEREAS,  the  Board  of  Directors  of the  Buyer  and  of the  Target
unanimously  have  determined  that  the  Merger  is fair  to,  and in the  best
interests of, their respective companies and stockholders, and have approved and
adopted  this  Agreement  and the  Merger,  and have  recommended  approval  and
adoption of this Agreement and the Merger by their respective stockholders; and

         WHEREAS,  the Buyer's  Board of Directors has approved and adopted this
Agreement and has approved the Merger as the sole  stockholder of the Transitory
Subsidiary.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows:


1.       Definitions.

                  "Affiliate"  has the  meaning  set forth in Rule  12b-2 of the
regulations promulgated under the Securities Exchange Act.

                  "Affiliated  Group"  means any  affiliated  group  within  the
meaning  of Code  ss.1504(a)  or any  similar  group  defined  under  a  similar
provision of state, local, or foreign law.

                                       2
<PAGE>

                  "Buyer" has the meaning set forth in the preface above.

                  "Buyer-owned Share" means any Target Share that the Buyer owns
beneficially or of record.

                  "Buyer Shares" means the 5 million shares of the Common Stock,
$0.001  par value per  share,  and the 5  million  shares of Series A  Preferred
Stock,  $0.001par value, of the Buyer. "Buyer's Most Recent Balance Sheet" means
the balance sheet contained within the Buyer's Most Recent Financial Statements.

                  "Buyer's Most Recent Financial  Statements"  means the Buyer's
financial statements for the six months ended June 30, 1998.

                  "Buyer's  Most  Recent  Fiscal  Year End" means the year ended
December 31, 1997.

                  "Certificate  of Merger"  has the meaning set forth in ss.2(d)
below.

                  "Closing" has the meaning set forth in ss.2(c) below.

                  "Closing Date" has the meaning set forth in ss.2(c) below.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Confidential  Information"  means any information  concerning
the  businesses  and  affairs  of  any  of  the  Parties  and  their  respective
Subsidiaries that is not already generally available to the public.

                  "Controlled  Group of Corporations"  has the meaning set forth
in Code ss.1563.

                  "Conversion  Ratio" has the  meaning  set forth in  ss.2(f)(i)
below.

                  "Delaware   General   Corporation   Law"  means  the   general
corporation laws of the State of Delaware.

                  "Disclosure Schedule" has the meaning set forth in ss.3 below.

                                       3
<PAGE>

                  "Dissenting  Shares"  has the  meaning  set  forth in  ss.2(i)
                   below.

                  "Effective  Time"  has the  meaning  set  forth in  ss.2(e)(i)
                   below.

                  "Employee  Benefit Plan" means any (a)  nonqualified  deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multiemployer  Plan),  or (d) Employee  Welfare  Benefit Plan or
material fringe benefit plan or program.

                  "Employee  Pension  Benefit Plan" has the meaning set forth in
ERISA ss.3(2).

                  "Employee  Welfare  Benefit Plan" has the meaning set forth in
ERISA ss.3(1).

                  "Environmental,   Health,   and   Safety   Laws"   means   the
Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980,
the Resource  Conservation and Recovery Act of 1976, and the Occupational Safety
and Health Act of 1970, each as amended, together with all other laws (including
rules,  regulations,  codes, plans,  injunctions,  judgments,  orders,  decrees,
rulings,  and  charges  thereunder)  of  federal,   state,  local,  and  foreign
governments (and all agencies thereof) concerning pollution or protection of the
environment,  public health and safety, or employee health and safety, including
laws  relating to emissions,  discharges,  releases,  or threatened  releases of
pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials
or wastes into ambient air,  surface water,  ground water, or lands or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport,  or handling of  pollutants,  contaminants,  or  chemical,
industrial, hazardous, or toxic materials or wastes.

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

                                       4
<PAGE>

                  "Exchange Agent" has the meaning set forth in ss.2(g) below.

                  "Fiduciary" has the meaning set forth in ERISA ss.3(21).

                  "Florida   General   Corporation   Law"   means  the   general
corporation laws of the State of Florida.

                  "GAAP"  means  United  States  generally  accepted  accounting
principles as in effect from time to time, applied on a consistent basis.



                  "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino  Antitrust
Improvements Act of 1976, as amended.

                  "Independent   Auditors"   has  the   meaning   set  forth  in
ss.2(f)(iii) below.

                  "Initial  Closing  Statement"  has the  meaning  set  forth in
ss.2(f)(iii) below.

                  "Initial Closing  Statement  Income" has the meaning set forth
in ss.2(f)(iii) below.

                  "Initial Closing Statement Revenues" has the meaning set forth
in ss.2(f)(iii) below.

                                       5
<PAGE>

                  "Intellectual  Property"  means  (a) all  inventions  (whether
patentable  or  unpatentable  and  whether  or not  reduced  to  practice),  all
improvements  thereto,  and  all  patents,   patent  applications,   and  patent
disclosures,      together     with     all     reissuances,      continuations,
continuations-in-part,  revisions,  extensions,  and reexaminations thereof, (b)
all trademarks,  service marks,  trade dress,  logos, trade names, and corporate
names,   together  with  all   translations,   adaptations,   derivations,   and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).

                  "IRS" means the Internal Revenue Service.

                  "Liability" means any liability (whether absolute,  accrued or
contingent), including any liability for Taxes.

                  "Merger" has the meaning set forth in ss.2(a) below.

                  "Merger  Agreement"  has the meaning set forth in the preamble
above.

                  "Multiemployer  Plan"  has the  meaning  set  forth  in  ERISA
ss.3(37).

                  "NASDAQ" means The NASDAQ SmallCap Market, Inc.

                  "Ordinary  Course of Business"  means the  ordinary  course of
business  consistent  with past custom and practice  (including  with respect to
quantity and frequency).

                  "Party" has the meaning set forth in the preface above.

                                       6
<PAGE>

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "Person" means an individual, a partnership, a corporation, an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

                  "Prohibited  Transaction"  has the  meaning set forth in ERISA
ss.406 and Code ss.4975.

                  "Prospectus"  means  the  final  prospectus  relating  to  the
registration of the Buyer Shares issued in the Merger under the Securities Act.

                  "Reportable Event" has the meaning set forth in ERISA ss.4043.

                  "Requisite Buyer  Stockholder  Approval" means the affirmative
vote of the holders of a majority of the Buyer Shares  entitled to vote thereon,
in favor of this Agreement and the Merger.

                  "Requisite Target Stockholder  Approval" means the affirmative
vote of the holders of 100% of the Target Shares  entitled to vote  thereon,  in
favor of this Agreement and the Merger.

                  "Rights" has the meaning set forth in ss.6(o) below.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  "Security   Interest"  means  any  mortgage,   pledge,   lien,
encumbrance,  charge,  or other security  interest,  other than (a)  mechanic's,
materialmen's, and similar liens, (b) liens for taxes not yet due and payable or
for taxes that the  taxpayer is  contesting  in good faith  through  appropriate

                                       7
<PAGE>

proceedings,  (c) purchase money liens and liens securing  rental payments under
capital lease  arrangements,  and (d) other liens arising in the Ordinary Course
of Business and not incurred in connection with the borrowing of money.

                  "Subsidiary"  means any  corporation  with  respect to which a
specified  Person (or a Subsidiary  thereof) owns a majority of the common stock
or has the power to vote or direct the voting of sufficient  securities to elect
a majority of the directors.

                  "Surviving   Corporation"   has  the   meaning  set  forth  in
ss.2(a)(i) below.

                  "Target" has the meaning set forth in the preface above.

                  "Target Director  Designees" means Michael J. Zwebner,  Eugene
A. Rosov, Michael Cuzner-Charles and Alexander H. Walker, Jr.

                  "Target  Options"  means the options to acquire  Target Shares
issued to the officers, directors,  employees and consultants of the Target, and
identified on Schedule 3(c) of the Disclosure Schedule.

                  "Target  Share"  means any share of  Common  Stock,  $0.01 par
value per share, of the Target.

                  "Target  Stockholder"  means any Person who or which holds any
Target Shares.

                  "Target's  Most Recent  Balance Sheet" means the balance sheet
contained within the Target's Most Recent Financial Statements.

                  "Target's Most Recent  Financial  Statements"  has the meaning
set forth in ss.3(g) below.

                  "Target's  Most  Recent  Financial  Statement  Date"  has  the
meaning set forth in ss.3(g) below.

                  "Target's  Most  Recent  Fiscal  Year End" has the meaning set
forth in ss.3(g) below.

                                       8
<PAGE>

                  "Target's Notice" has the meaning set forth in ss.5(q) hereof.

                  "Tax" means any  federal,  state,  local,  or foreign  income,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation, premium, windfall profits, environmental (including taxes under Code
ss.59A), customs duties, capital stock, franchise, profits, withholding,  social
security  (or  similar),  unemployment,   disability,  real  property,  personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

                  "Tax Return" means any return, declaration,  report, claim for
refund,  or  information  return or statement  relating to Taxes,  including any
schedule or attachment thereto, and including any amendment thereof.

                  "to the Buyer's  Knowledge" or other  reference  herein to the
Buyer's  knowledge or awareness,  means the actual knowledge of C. Robert Kline,
Ph.D and William E. Sliney,  after due inquiry of the officers and  directors of
the Buyer and after reasonable  investigation of the books, records and files of
the Buyer.

                  "to the Target's  Knowledge" or other reference  herein to the
Target's  knowledge  or  awareness,  means the  actual  knowledge  of Michael J.
Zwebner,  Eugene A. Rosov and Harold  Snyder,  after due inquiry of the officers
and  directors of the Target and after  reasonable  investigation  of the books,
records and files of the Target.

                  "Transitory  Subsidiary"  has the  meaning  set  forth  in the
preface above.
         2.       Basic Transaction.
                  (a)      The Merger.

                           (i) On and  subject  to the terms and  conditions  of
         this  Agreement and the Merger  Agreement,  and in accordance  with the
         Florida  General  Corporation  Law, the Target will merge with and into
         the Transitory  Subsidiary  (the  "Merger") at the Effective  Time. The
         Transitory  Subsidiary shall be the corporation surviving the Merger as
         a wholly-owned subsidiary of the Buyer (the "Surviving Corporation").

                                       9
<PAGE>

                           (ii) The Target hereby  represents  that its Board of
         Directors,  at a meeting  duly  called  and held at which a quorum  was
         present and acting throughout, has unanimously (A) determined that this
         Agreement,  the Merger  Agreement and the Merger are fair to and in the
         best interests of, the Target and its  stockholders,  (B) approved this
         Agreement,  the Merger  Agreement  and the Merger,  and (C) resolved to
         recommend  approval and adoption by the  stockholders  of the Target of
         this  Agreement,  the  Merger  Agreement  and the  Merger to the extent
         required and in a manner  permitted by the Florida General  Corporation
         Law.

                  (b) Action by the Buyer.  The Buyer,  acting through its Board
of  Directors,  shall,  as soon as  practicable,  take all actions  necessary to
obtain stockholder  approval in accordance with the Delaware General Corporation
Law and the Securities  Exchange Act by: (A) as soon as practicable,  duly call,
give notice of,  convene and hold the Special  Buyer  Meeting for the purpose of
adopting and approving this Agreement,  the Merger Agreement and the Merger; (B)
include  in  the   Definitive   Buyer  Proxy   Materials  the   conclusion   and
recommendation  of the  Board of  Directors  to the  effect  that  the  Board of
Directors,  having determined that this Agreement,  the Merger Agreement and the
Merger are in the best interests of the Buyer and its stockholders, has approved
this  Agreement,  the Merger  Agreement and the Merger and  recommends  that the
stockholders  of the Buyer vote in favor of the  approval  and  adoption of this
Agreement,  the Merger  Agreement and the Merger;  (C) use its  reasonable  best
efforts to obtain the  necessary  approval and adoption of this  Agreement,  the
Merger  Agreement and the Merger by the  stockholders  of the Buyer;  and (D) as
sole  stockholder  of the  Transitory  Subsidiary,  shall adopt and approve this
Agreement, the Merger Agreement and the Merger.

                  (c) The Closing. The closing of the transactions  contemplated
by this  Agreement  (the  "Closing")  shall take  place at the  offices of Troop
Steuber Pasich Reddick & Tobey,  LLP in Los Angeles,  California,  commencing at
9:00 a.m. local time on the second  business day following the  satisfaction  or
waiver of all  conditions to the  obligations  of the Parties to consummate  the
transactions  contemplated hereby (other than conditions with respect to actions
the  respective  Parties will take at the Closing  itself) or such other date as
the Parties may mutually determine (the "Closing Date").

                                       10
<PAGE>

                  (d) Actions at the  Closing.  At the  Closing,  (i) the Target
will deliver to the Buyer the various certificates,  instruments,  and documents
referred to in ss.6(a) below, (ii) the Buyer and the Transitory  Subsidiary will
deliver to the Target  the  various  certificates,  instruments,  and  documents
referred to in ss.6(b)  below,  (iii) the  Transitory  Subsidiary and the Target
will file with the Secretary of State of the State of Florida a  Certificate  of
Merger in the form attached hereto as Exhibits B (the  "Certificate of Merger"),
and (iv) the Buyer will  deliver to the  Exchange  Agent in the manner  provided
below in this ss.2 the  certificates  evidencing  the Buyer Shares issued in the
Merger.

                  (e)      Effect of Merger.

                           (i) General. The Merger shall become effective at the
         time (the  "Effective  Time") the Transitory  Subsidiary and the Target
         file the  Certificate of Merger with the Secretary of State of Florida.
         The  Merger  shall have the  effect  set forth in the  Florida  General
         Corporation  Law. The Surviving  Corporation may, at any time after the
         Effective Time, take any action (including executing and delivering any
         document)  in the name and on behalf of either  the Buyer or the Target
         in order to carry out and effectuate the  transactions  contemplated by
         this Agreement.

                           (ii) Certificate of Incorporation. The Certificate of
         Incorporation  of the Transitory  Subsidiary in effect at and as of the
         Effective  Time will remain the  Certificate  of  Incorporation  of the
         Surviving  Corporation  without any  modification  or  amendment in the
         Merger.

                           (iii) Bylaws. The Bylaws of the Transitory Subsidiary
         in effect at and as of the Effective Time will remain the Bylaws of the
         Surviving  Corporation  without any  modification  or  amendment in the
         Merger.

                           (iv)  Directors  and  Officers.   The  directors  and
         officers of the Target in office at and as of the  Effective  Time will
         remain  the  directors  and  officers  of  the  Surviving   Corporation
         (retaining  their respective  positions and terms of office),  together
         with the Target Director Designees.

                                       11
<PAGE>

                           (v)  Buyer  Shares.   Each  Buyer  Share  issued  and
         outstanding  at and as of the  Effective  Time will  remain  issued and
         outstanding.

                           (vi) Target  Shares.  No Target Share shall be deemed
         to be  outstanding  or to have any rights other than those set forth in
         ss.2(f) and ss.2(i) below after the Effective Time.

                  (f)  Conversion of Target  Shares.  At the Effective  Time, by
virtue of the  Merger  and  without  any  action on the part of the  Buyer,  the
Target,  the  Transitory  Subsidiary,  or the  holders  of any of the  foregoing
securities:

                       Every share of Target  Stock issued and  outstanding  and
         owned by the  Buyer  immediately  prior to the  Effective  Time,  shall
         automatically  be canceled and retired and shall cease to exist, and no
         cash or Buyer  Shares,  or other  consideration  shall be  delivered or
         deliverable or exchanged therefor.  For purposes of this ss.2(f)(i) and
         the  calculation of the Conversion  Ratio, it is assumed that there are
         such number of Target Shares  outstanding as referenced in the attached
         Schedule 2(f)-1. At and as of the Effective Time, (1) each Target Share
         (other  than any  Dissenting  Shares or  Buyer-owned  Shares)  shall be
         converted  into the right to receive  such number of Buyer  Shares (the
         ratio of Buyer  Shares to one Target Share is referred to herein as the
         "Conversion  Ratio" ) as specified in the attached Schedule 2(f)-2, (2)
         each  Dissenting  Share  shall be  converted  into the right to receive
         payment  from the Buyer with  respect  thereto in  accordance  with the
         provisions  of the  Florida  General  Corporation  Law,  and  (3)  each
         Buyer-owned  Share  shall  be  canceled;  provided,  however,  that the
         Conversion Ratio shall be subject to equitable  adjustment in the event
         of any stock split,  stock  dividend,  reverse  stock  split,  or other
         change in the number of Target Shares  outstanding;  provided  further,
         however, that the Conversion Ratio shall be subject to adjustments,  if
         applicable,   provided  in  ss.2(f)(ii),   (iii)  and  (iv)  below.  No
         fractional  Buyer Shares shall be issued.  Any  conversion  which would
         otherwise  result in a  fractional  share  shall be  rounded  up to the
         nearest whole Buyer Share.

                                       12
<PAGE>

                           (g)  Procedure for Payment.

                           (i)  Immediately  after the Effective  Time,  (A) the
         Buyer will furnish to Chase Mellon Shareholder  Services (the "Exchange
         Agent")  instructions  directing  the  Exchange  Agent to issue to each
         Target  Shareholder  (other  than  holders  of  Dissenting  Shares  and
         Buyer-owned  Shares)  their pro rata share of Buyer Shares equal to the
         product  of (I) the  Conversion  Ratio  times (II) the number of Target
         Shares such stockholder owns, and (B) the Buyer will cause the Exchange
         Agent to mail a letter of transmittal  (with  instructions for its use)
         in the form  attached  hereto  as  Exhibit C to each  record  holder of
         outstanding  Target  Shares for the holder to use in  surrendering  the
         certificates  which  represented  his,  her,  or its  Target  Shares in
         exchange for a certificate  representing  the number of Buyer Shares to
         which he, she, or it is entitled.

                           (ii) The Buyer will not pay any  dividend or make any
         distribution  on  Buyer  Shares  (with a record  date at or  after  the
         Effective Time) to any record holder of outstanding Target Shares until
         the holder surrenders for exchange his, her, or its certificates  which
         represented  Target Shares.  The Buyer instead will pay the dividend or
         make the distribution to the Exchange Agent in trust for the benefit of
         the holder  pending  surrender  and  exchange.  The Buyer may cause the
         Exchange  Agent to invest any cash the Exchange Agent receives from the
         Buyer as a dividend  or  distribution  in one or more of the  permitted
         investments set forth on Exhibit D attached hereto; provided,  however,
         that the terms and  conditions of the  investments  shall be such as to
         permit  the  Exchange  Agent  to make  prompt  payments  of cash to the
         holders of outstanding Target Shares as necessary.  The Buyer may cause
         the  Exchange  Agent to pay over to the  Buyer  any net  earnings  with
         respect to the  investments,  and the Buyer will  replace  promptly any
         cash which the Exchange Agent loses through  investments.  In no event,
         however,  will any holder of  outstanding  Target Shares be entitled to
         any  interest  or  earnings on the  dividend  or  distribution  pending
         receipt.

                           (iii)  The Buyer  may  cause  the  Exchange  Agent to
         return  any  Buyer  Shares  and  dividends  and  distributions  thereon
         remaining  unclaimed 180 days after the Effective  Time, and thereafter
         each  remaining  record  holder of  outstanding  Target Shares shall be

                                       13
<PAGE>

         entitled to look to the Buyer (subject to abandoned property,  escheat,
         and other similar laws) as a general  creditor  thereof with respect to
         the Buyer Shares and dividends and  distributions  thereon to which he,
         she, or it is entitled upon surrender of his, her, or its certificates.

                           (iv) The Buyer shall pay all charges and  expenses of
the Exchange Agent.

                  (h) Closing of Transfer  Records.  After the close of business
on the  Closing  Date,  transfers  of  Target  Shares  outstanding  prior to the
Effective  Time shall not be made on the stock  transfer  books of the Surviving
Corporation.  On or after the Closing  Date,  any Target Share  presented to the
Buyer,  the Exchange  Agent, or the Surviving  Corporation,  as the case may be,
shall be converted into the applicable number of Buyer Shares.

                  (i)      Dissenting Shares.

                           (i)  Notwithstanding  any  other  provision  of  this
         Agreement to the contrary,  shares of Target Stock that are outstanding
         immediately  prior to the  Effective  Time and which are held by Target
         Stockholders  who  shall  not have  voted in  favor  of the  Merger  or
         consented  thereto in writing  and who shall be  entitled  to and shall
         have  demanded  properly  in  writing  appraisal  for  such  shares  in
         accordance with the Florida  General  Corporation Law and who shall not
         have withdrawn such demand or otherwise have forfeited appraisal rights
         (collectively,  the "Dissenting Shares") shall not be converted into or
         represent the right to receive Buyer Shares. Such stockholders shall be
         entitled  to receive  payment  of the  appraised  value of such  Target
         Shares held by them in  accordance  with the  provisions of the Florida
         General Corporation Law, except that all Dissenting Shares held by such
         stockholders, who shall have failed to perfect or who effectively shall
         have  withdrawn,  forfeited,  or lost their rights to appraisal of such
         Target  Shares  under  the  Florida  General   Corporation  Law,  shall
         thereupon  be  deemed to have been  converted  into and to have  become
         exchangeable  for, as of the Effective Time, the right to receive,  the
         Buyer Shares, upon surrender, in the manner provided in ss.2(f) above.

                           (ii) The Target shall give the Buyer prompt notice of
         any demands for appraisal  received by it, withdrawals of such demands,
         and any  other  instruments  served  pursuant  to the  Florida  General

                                       14
<PAGE>

         Corporation  Law and received by the Target and relating  thereto.  The
         Target (and after the Closing, the Transitory  Subsidiary) shall direct
         all  negotiations  and proceedings with respect to demand for appraisal
         rights under the Florida General Corporation Law.

         3.  Representations and Warranties of the Target. The Target represents
and warrants to the Buyer that the statements contained in this ss.3 are correct
and  complete as of the date of this  Agreement  and,  subject to  amendment  by
Target for events  occurring after the date of this  Agreement,  will be correct
and  complete  as of the  Closing  Date (as  though  made then and as though the
Closing Date were  substituted  for the date of this Agreement  throughout  this
ss.3),  except  as  set  forth  in the  disclosure  schedule  accompanying  this
Agreement  and  initialed  by  the  Parties  (the  "Disclosure  Schedule").  The
Disclosure Schedule will be arranged in paragraphs corresponding to the lettered
and numbered  paragraphs  contained in this ss.3. The Disclosure Schedule may be
amended from time to time and such  Disclosure  Schedule as amended  becomes the
Disclosure Schedule of the disclosing party.

                  (a)  Organization,  Qualification,  and Corporate  Power.  The
Target is a corporation duly organized,  validly existing, and in corporate good
standing under the laws of the State of Florida. The Target is duly qualified as
a foreign  corporation  in each  jurisdiction  where its ownership or leasing of
property or where the nature of its activities requires such qualification.  The
Target has full  corporate  power and  authority to carry on the  businesses  in
which it is engaged and to own, lease, and use the properties owned, leased, and
used by it, and has in full force and effect all authorizations and has made all
filings  to the  extent  required  for  such  ownership,  lease,  and use of its
properties and the conduct of its business.

                  (b) Capitalization. The entire authorized capital stock of the
Target is set forth in the attached  2(f)-1.  All of the issued and  outstanding
Target Shares have been duly authorized and are validly issued,  fully paid, and
nonassessable.  Except  for the  Target  Options,  there are no  outstanding  or
authorized options, warrants,  purchase rights,  subscription rights, conversion
rights,  exchange  rights,  or other contracts or commitments that could require
the Target to issue,  sell, or otherwise cause to become  outstanding any of its
capital  stock.  There are no  outstanding  or  authorized  stock  appreciation,
phantom  stock,  profit  participation,  or similar  rights with  respect to the
Target.

                                       15
<PAGE>

                  (c) Authorization of Transaction. The Target has the requisite
corporate  power and  authority  to execute and deliver this  Agreement  and the
Merger  Agreement  and to perform  its  obligations  hereunder  and  thereunder;
provided, however, that the Target cannot consummate the Merger unless and until
it  receives  the  Requisite  Target   Stockholder   Approval.   This  Agreement
constitutes the valid and legally binding obligation of the Target,  enforceable
against  Target in  accordance  with its terms  and  conditions,  except as such
enforceability  may  be  limited  by  applicable   bankruptcy,   reorganization,
insolvency,  moratoriums  or other  similar laws  affecting the  enforcement  of
creditors'   rights  generally  and  the  availability  of  equitable   remedies
(regardless of whether enforceability is considered in a proceeding at law or in
equity).

                  (d)  Noncontravention.  To  the  Target's  Knowledge,  neither
Target's execution and the delivery of this Agreement, nor Target's consummation
of the  transactions  contemplated  hereby,  will (i) violate any  constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
the Target is subject or any  provision  of the charter or bylaws of the Target,
which would have a material adverse effect on the Target, or (ii) conflict with,
result in a breach of,  constitute a default under,  result in the  acceleration
of, create in any party the right to accelerate,  terminate,  modify, or cancel,
or require any notice under any material agreement,  contract,  lease,  license,
instrument or other arrangement to which the Target is a party or by which it is
bound or to which any of its assets is subject (or result in the  imposition  of
any Security Interest upon any of its assets).  To the Target's  Knowledge,  and
other than in connection  with the Florida General  Corporation  Law, the Target
does not need to give any  notice  to,  make any  filing  with,  or  obtain  any
authorization,  consent, or approval of any government or governmental agency in
order for the  Parties  to  consummate  the  transactions  contemplated  by this
Agreement, except where the violation,  conflict, breach, default, acceleration,
termination, modification, cancellation or failure to give notice would not have
a  material   adverse  effect  on  the  ability  of  Target  to  consummate  the
transactions contemplated by this Agreement or have a material adverse effect on
the Target's business, operations, condition (financial or otherwise), assets or
Liabilities as in existence immediately prior to the Closing.

                  (e) Title to Assets.  The Target has good title to, or a valid

                                       16
<PAGE>

leasehold interest in, the properties and assets used by the Target,  located on
its premises,  or shown on the Most Recent  Balance Sheet or acquired  after the
date thereof,  free and clear of all Security  Interests,  except for properties
and assets  disposed of in the Ordinary Course of Business since the date of the
Most Recent Balance Sheet.

                  (f) Subsidiaries.  There are no Subsidiaries of the Target.

                  (g) Financial  Statements Attached hereto as Exhibit E are the
following  financial  statements   (collectively  the  "Financial  Statements"):
unaudited  balance sheet and  statements of operations  and cash flows as of and
for the period ended September 10, 1998 ("Most Recent Financial Statement Date")
for the Target. The Financial Statements (including the notes thereto) have been
prepared in accordance  with GAAP applied on a consistent  basis  throughout the
periods covered thereby, present fairly the financial condition of the Target as
of such dates and the results of operations of the Target for such periods,  are
correct  and  complete  in all  material  respects;  and are  consistent  in all
material respects with the books and records of the Target); provided,  however,
that they are subject to normal  year-end  adjustments  and lack  footnotes  and
other presentation items.

                  (h) Events Subsequent to Most Recent Financial Statement Date.
Since  the  Most  Recent  Financial  Statement  Date  and  continuing  up to and
including the date of this  Agreement,  there has not been any material  adverse
change in the business, financial condition, operations or results of operations
of the Target.
Without limiting the generality of the foregoing, since that date:

                           (i) the Target has not sold, leased,  transferred, or
         assigned any of its assets,  tangible or intangible,  other than in the
         Ordinary Course of Business;

                           (ii) the Target has not entered  into any  agreement,
         contract,   lease,  or  license  (or  series  of  related   agreements,
         contracts,  leases, and licenses) either involving more than $50,000 or
         outside the Ordinary Course of Business;

                           (iii)  the  Target  has  not  and  to  the   Target's
         Knowledge,  no other party has accelerated,  terminated,  modified,  or
         canceled  any  agreement,  contract,  lease,  or license  (or series of

                                       17
<PAGE>

         related  agreements,  contracts,  leases, and licenses)  involving more
         than  $50,000  to which the Target is a party or by which the Target is
         bound;

                           (iv) the Target has not imposed any Security Interest
         upon any of its  assets,  tangible  or  intangible,  except in favor of
         Buyer;

                           (v) the Target has not made any  capital  expenditure
         (or series of related capital  expenditures) either involving more than
         $50,000 or outside the Ordinary Course of Business;

                           (vi) the Target has not made any  capital  investment
         in, any loan to, or any acquisition of the securities or assets of, any
         other  Person (or series of related  capital  investments,  loans,  and
         acquisitions)  either  involving  more  than  $50,000  or  outside  the
         Ordinary Course of Business;

                           (vii) the Target has not  issued any note,  bond,  or
         other debt security or created,  incurred,  assumed,  or guaranteed any
         indebtedness for borrowed money or capitalized  lease obligation either
         involving more than $50,000 singly or $100,000 in the aggregate, except
         with respect to the Buyer;

                           (viii) the Target has not  delayed or  postponed  the
         payment of accounts payable and other Liabilities  outside the Ordinary
         Course of Business;

                           (ix)  the  Target  has  not  canceled,   compromised,
         waived, or released any right or claim (or series of related rights and
         claims)  either  involving  more than  $50,000 or outside the  Ordinary
         Course of Business;

                           (x)  the  Target  has  not  granted  any  license  or
         sublicense  of any rights  under or with  respect  to any  Intellectual
         Property;

                           (xi) there has been no change made or  authorized  in
         the charter or bylaws of the Target;

                           (xii) the Target has not issued,  sold,  or otherwise
         disposed of any of its capital stock, or granted any options, warrants,
         or other  rights to  purchase  or obtain  (including  upon  conversion,

                                       18
<PAGE>

         exchange,  or exercise) any of its capital stock,  except in connection
         with the exercise of the Target Options;

                           (xiii)  the Target has not  declared,  set aside,  or
         paid any dividend or made any distribution  with respect to its capital
         stock (whether in cash or in kind) or redeemed, purchased, or otherwise
         acquired any of its capital stock;

                           (xiv) the Target  has not  experienced  any  material
         damage,  destruction,  or loss (whether or not covered by insurance) to
         its property;

                           (xv) the  Target has not made any loan to, or entered
         into any other  transaction with, any of its directors,  officers,  and
         employees outside the Ordinary Course of Business;

                           (xvi) the Target has not entered into any  employment
         contract  or  collective  bargaining  agreement,  written  or oral,  or
         modified the terms of any existing such contract or agreement;

                           (xvii) the Target has not granted any increase in the
         base  compensation  of any of its  directors,  officers,  and employees
         outside the Ordinary Course of Business;

                           (xviii) the Target has not adopted, amended, modified
         or terminated any bonus, profit-sharing, incentive, severance, or other
         plan, contract,  or commitment for the benefit of any of its directors,
         officers,  and  employees (or taken any such action with respect to any
         other Employee Benefit Plan);

                           (xix) the  Target  has not made any  other  change in
         employment  terms for any of its  directors,  officers,  and  employees
         outside the Ordinary Course of Business;

                           (xx) the  Target  has not made or pledged to make any
         charitable or other capital contribution outside the Ordinary Course of
         Business;

                           (xxi)   there  has  not  been  any   other   material
         occurrence,  event,  incident,  action,  failure to act, or transaction
         outside the Ordinary Course of Business involving the Target; and

                                       19
<PAGE>

                           (xxii)  the Target  has not  committed  to any of the
         foregoing,  except in respect to the transactions  contemplated by this
         Agreement.

                  (i)  Undisclosed  Liabilities.  The  Target  has  no  material
Liability except for (i) Liabilities  reflected on the Financial  Statements and
(ii)  Liabilities  which have arisen after the Most Recent  Financial  Statement
Date in the Ordinary Course of Business,  none of which results from, arises out
of,  relates  to, is in the nature of, or was caused by any breach of  contract,
breach of warranty, tort, infringement, or violation of law.

                  (j)  Legal  Compliance.  The  Target  has  complied  with  all
applicable  laws  (including  rules,  regulations,  codes,  plans,  injunctions,
judgments,  orders, decrees, rulings, and charges thereunder) of federal, state,
local, and foreign governments (and all agencies thereof),  and no action, suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or commenced against the Target alleging any failure so to comply
and, to the Target's  Knowledge,  there is no basis for any such  action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
to be filed or to be  commenced  against any of them  alleging any failure so to
comply.  This  compliance  includes  compliance  with  the  state,  federal  and
international securities laws in connection with the offering and or sale of the
Target's Shares.

                  (k)      Tax Matters.

                           (i) The  Target  has  withheld  and  paid  all  Taxes
         required to have been withheld and paid in connection with amounts paid
         or   owing  to  any   employee,   independent   contractor,   creditor,
         stockholder, or other third party.

                           (ii) The  Target  does not expect  any  authority  to
         assess any  additional  Taxes for any period for which Tax Returns have
         been filed. There is no dispute or claim, and there is no basis for any
         such  dispute or claim,  concerning  any Tax  Liability  of the Target.
         ss.3(k) of the Disclosure Schedule lists all federal, state, local, and
         foreign income Tax Returns filed with respect to the Target for taxable
         periods  ended on or after  December  31,  1997,  indicates  those  Tax
         Returns that have been audited,  and  indicates  those Tax Returns that

                                       20
<PAGE>

         currently  are the subject of audit.  The Target has  delivered  to the
         Buyer  correct and  complete  copies of all state,  local,  and federal
         income Tax Returns, examination reports, and statements of deficiencies
         assessed against or agreed to by the Target since December 31, 1993.

                           (iii)  The  Target  has not  waived  any  statute  of
         limitations in respect of Taxes or agreed to any extension of time with
         respect to a Tax assessment or deficiency.
                           (iv) The unpaid  Taxes of the Target (A) did not,  as
         of the Most Recent Financial Statement Date, exceed the reserve for Tax
         Liability  (rather than any reserve for deferred  Taxes  established to
         reflect timing  differences  between book and Tax income)  reflected in
         the Most Recent  Balance Sheet (and in any notes  thereto) and (B) will
         not exceed that  reserve as adjusted  for the passage of time up to and
         including  the  Closing  Date in  accordance  with the past  custom and
         practice of the Target in filing its Tax Returns.

                           (v) The  Target  has not filed a consent  under  Code
         ss.341(f) concerning collapsible corporations.  The Target has not made
         any payments, is not obligated to make any payments,  nor is the Target
         a  party  to any  agreement  that  under  certain  circumstances  would
         obligate it to make any payments that will not be deductible under Code
         ss.280G.  The Target has not been a United States real property holding
         corporation  within  the  meaning  of  Code  ss.897(c)(2)   during  the
         applicable period specified in Code ss.897(c)(1)(A)(ii). The Target has
         disclosed on its federal income Tax Returns all positions taken therein
         that would give rise to a substantial  understatement of federal income
         Tax within the  meaning of Code  ss.6662.  The Target is not a party to
         any Tax allocation or sharing agreement.  The Target (A) has not been a
         member of an Affiliated Group filing a consolidated  federal income Tax
         Return  (other than a group the common  parent of which was the Target)
         nor (B) does the Target have any  Liability for the Taxes of any Person
         (other than the Target) under Treas.  Reg.  ss.1.1502-6 (or any similar
         provision  of  state,  local,  or  foreign  law),  as a  transferee  or
         successor, by contract, or otherwise.

                           (vi) ss.3(k) of the  Disclosure  Schedule  sets forth
         the  following  information  with  respect to the Target as of the most
         recent  practicable date (as well as on an estimated pro forma basis as
         of the Closing giving effect to the  consummation  of the  transactions

                                       21
<PAGE>

         contemplated  hereby):  (A) the basis of the Target in its assets;  and
         (B) to the extent applicable, the amount of any net operating loss, net
         capital loss, unused investment or other credit, unused foreign tax, or
         excess charitable contribution allocable to the Target.

                  (l)      Real Property.

                           (i)      The Target does not own any real property:

                           (ii) ss.3(l)(ii) of the Disclosure Schedule lists and
         describes  briefly all real property leased or subleased to the Target.
         The Target has  delivered to the Buyer  correct and complete  copies of
         the  leases  and  subleases  listed in  ss.3(l)(ii)  of the  Disclosure
         Schedule (as amended to date).  With respect to each lease and sublease
         listed in ss.3(l)(ii) of the Disclosure Schedule,

                                    (A) the lease or  sublease  is in full force
                  and  effect  and  constitutes  a  legal,   valid  and  binding
                  agreement of the Target,  enforceable  in accordance  with its
                  terms,  except  as  such  enforceability  may  be  limited  by
                  applicable bankruptcy, reorganization, insolvency, moratoriums
                  or other similar laws affecting the  enforcement of creditors'
                  rights  generally and the  availability of equitable  remedies
                  (regardless  of  whether  enforceability  is  considered  in a
                  proceeding at law or in equity);

                                    (B) the  Target  is not and to the  Target's
                  Knowledge,  no other  party to the  lease  or  sublease  is in
                  material  breach or default,  and no event has occurred which,
                  with  notice or lapse of time,  would  constitute  a  material
                  breach or  default  or permit  termination,  modification,  or
                  acceleration thereunder;

                                    (C)   there   are   no   oral    agreements,
                  forebearance programs in effect or material disputes as to the
                  lease or sublease;

                                    (D)   the   Target    has   not    assigned,
                  transferred,   conveyed,   mortgaged,   deeded  in  trust,  or
                  encumbered any interest in the leasehold or subleasehold;

                                       22
<PAGE>

                                    (E) (i) the  Target is not in  violation  of
                  any applicable laws or  governmental  rules and regulations in
                  regard  to the  use  of the  facilities  leased  or  subleased
                  thereunder,  and (ii) the Target has not  received any written
                  notice from any governmental  authority of any such violation;
                  and

                                    (F)  all  facilities   leased  or  subleased
                  thereunder are supplied with or have  available  utilities and
                  other services suitable for the operation of said facilities.
                  (m)      Intellectual Property.

                           (i) The Target owns or has the right to use  pursuant
         to license,  sublicense,  agreement,  or  permission  all  Intellectual
         Property  sufficient  for the operation of the businesses of the Target
         as presently  conducted and as presently proposed to be conducted.  The
         Target has taken sufficient protective measures to maintain and protect
         each item of Intellectual Property that it owns or uses.

                           (ii) The Target has not  interfered  with,  infringed
         upon,  misappropriated,  or  otherwise  come  into  conflict  with  any
         Intellectual  Property rights of third parties,  and the Target has not
         received any charge,  complaint,  claim, demand, or notice alleging any
         such  interference,   infringement,   misappropriation,   or  violation
         (including any claim that the Target must license or refrain from using
         any Intellectual  Property rights of any third party).  To the Target's
         Knowledge,   no  third  party  has  interfered  with,  infringed  upon,
         misappropriated,  or otherwise come into conflict with any Intellectual
         Property rights of the Target.

                           (iii)  The   Target   does  not  own  any  patent  or
         application   therefor.   ss.3(m)(iii)   of  the  Disclosure   Schedule
         identifies each material license,  agreement, or other permission which
         the Target has  granted to any third  party with  respect to any of its
         Intellectual  Property.  The Target has  delivered to the Buyer correct
         and  complete  copies  of  all  material  licenses,   agreements,   and
         permissions  (as amended to date) and has made  available  to the Buyer
         correct  and  complete  copies  of  all  other  written   documentation
         evidencing ownership and prosecution (if applicable) of each such item.
         ss.3(m)(iii) of the Disclosure Schedule also identifies each trade name

                                       23
<PAGE>

         or unregistered  trademark used by the Target in connection with any of
         its  businesses.  With  respect to each item of  Intellectual  Property
         required to be identified in ss.3(m)(iii) of the Disclosure Schedule,

                                    (A) the Target  possesses all right,  title,
                  and  interest  in and to  the  item,  free  and  clear  of any
                  Security Interest, license, or other restriction;

                                    (B)  the   item  is  not   subject   to  any
                   outstanding injunction,  judgment,  order, decree, ruling, or
                   charge; and

                                    (C) no action,  suit,  proceeding,  hearing,
                  investigation,  charge, complaint, claim, or demand is pending
                  or, to the Target's Knowledge, threatened which challenges the
                  legality, validity,  enforceability,  use, or ownership of the
                  item,  and  there  is no  basis  for any  such  action,  suit,
                  proceeding, hearing, investigation,  charge, complaint, claim,
                  or demand; and

                                    (D) the Target has never agreed to indemnify
                  any  Person  for or against  any  interference,  infringement,
                  misappropriation,  or other  conflict with respect to the item
                  pursuant   to  any   material   agreement   relating   to  the
                  Intellectual Property.

                           (iv)   ss.3(m)(iv)   of   the   Disclosure   Schedule
         identifies each material item of  Intellectual  Property that any third
         party owns and that the Target uses  pursuant  to license,  sublicense,
         agreement, or permission. The Target has delivered to the Buyer correct
         and complete copies of all such licenses, sublicenses,  agreements, and
         permissions  (as  amended  to  date).  With  respect  to  each  item of
         Intellectual  Property  required to be identified in ss.3(m)(iv) of the
         Disclosure Schedule,

                                    (A) the license,  sublicense,  agreement, or
                  permission  covering  the item is in full force and effect and
                  constitutes  a  legal,  valid  and  binding  agreement  of the
                  Target,  enforceable in accordance  with its terms,  except as
                  such  enforceability may be limited by applicable  bankruptcy,
                  reorganization,  insolvency, moratoriums or other similar laws
                  affecting the enforcement of creditors'  rights  generally and
                  the availability of equitable remedies  (regardless of whether

                                       24
<PAGE>

                  enforceability  is  considered  in a  proceeding  at law or in
                  equity);

                                    (B) (i) the Target is not in material breach
                  or default,  and (ii) no event has occurred  which with notice
                  or lapse of time would constitute a material breach or default
                  or   permit   termination,   modification,   or   acceleration
                  thereunder;

                                    (C)  the  Target  is  not  a  party  to  any
                   sublicense material to the business of the Target;

                                    (D)   to   the   Target's   Knowledge,   the
                  underlying item of Intellectual Property is not subject to any
                  outstanding  injunction,  judgment,  order, decree, ruling, or
                  charge;

                                    (E) no action,  suit,  proceeding,  hearing,
                  investigation,  charge, complaint, claim, or demand is pending
                  or is threatened which challenges the legality,  validity,  or
                  enforceability   of  the  underlying   item  of   Intellectual
                  Property; and

                                    (F)  the   Target   has  not   granted   any
                  sublicense  or  similar  right with  respect  to the  license,
                  sublicense, agreement, or permission.

                           (v) The  Target  will not  interfere  with,  infringe
         upon,  misappropriate,  or  otherwise  come  into  conflict  with,  any
         Intellectual  Property  rights  of third  parties  as a  result  of the
         continued  operation of its  businesses  as presently  conducted and as
         presently proposed to be conducted.

                  (n) Tangible Assets.  ss.3(n) of the Disclosure Schedule lists
the  Target's  tangible  assets.  The  Target  owns  or  leases  all  buildings,
machinery,  equipment, and other tangible assets adequate for the conduct of the
business as presently conducted and as presently proposed to be conducted.  Each
such tangible asset is free from material defects (patent and latent),  has been
maintained in all material respects in accordance with normal industry practice,
is in  reasonable  operating  condition  and repair  (subject to normal wear and
tear),  and is suitable  for the  purposes  for which it  presently  is used and
presently is proposed to be used.

                                       25
<PAGE>

                  (o)  Inventory.  The  inventory  of  the  Target  consists  of
purchased parts and finished goods, all of which is presently usable and salable
for the purpose for which it was procured,  except for obsolete  items and items
of below standard quality, all of which have been written off or written down to
their net  realizable  value as  reflected  in the  aggregate on the Most Recent
Balance  Sheet,  to be adjusted for the passage of time up to and  including the
Closing Date in accordance with past custom and practice of the Target.

                  (p) Contracts.  ss.3(p) of the  Disclosure  Schedule lists the
following  contracts and other agreements to which the Target is a party, except
contracts and other agreements involving a potential  acquisition of the capital
stock or assets of Target,  which by their terms are subject to a non-disclosure
covenant:

                           (i) any  agreement  (or group of related  agreements)
         for the lease of personal  property to or from any Person providing for
         lease payments in excess of $25,000 per annum;

                           (ii) any agreement  (or group of related  agreements)
         for  the  purchase  or sale of raw  materials,  commodities,  supplies,
         products,  or other personal property, or for the furnishing or receipt
         of services, the performance of which will extend over a period of more
         than one year,  involve  consideration in excess of $50,000 per year or
         result in a material loss to the Target;
                           (iii) any agreement concerning a partnership or joint
venture;

                           (iv) any agreement  (or group of related  agreements)
         under  which it has  created,  incurred,  assumed,  or  guaranteed  any
         indebtedness for borrowed money, or any capitalized  lease  obligation,
         in excess of $25,000 or under which it has imposed a Security  Interest
         on any of its assets, tangible or intangible;

                           (v)  any  agreement  concerning   confidentiality  or
         non-competition, except as hereinabove provided;

                           (vi)  any  agreement  involving  any  of  the  Target
         Stockholders and their Affiliates (other than the Target);

                           (vii)  any  profit  sharing,   stock  option,   stock

                                       26
<PAGE>

         purchase,  stock appreciation,  deferred  compensation,  severance,  or
         other  material plan or  arrangement  for the benefit of its current or
         former directors, officers, and employees;

                           (viii)   any collective bargaining agreement;

                           (ix)  any  agreement   for  the   employment  of  any
         individual on a full-time,  part-time,  consulting, or other basis, not
         cancelable  on 30 days or less  notice,  and which  provides for annual
         compensation in excess of $25,000 or provides severance benefits;

                           (x) any  agreement  under  which it has  advanced  or
         loaned  any amount to any of its  directors,  officers,  and  employees
         outside the Ordinary Course of Business;

                           (xi)  except as  otherwise  listed  pursuant  to this
         ss.3(p),  any agreement  under which the  consequences  of a default or
         termination  could  have a  material  adverse  effect on the  business,
         operations,  condition (financial or otherwise),  assets or Liabilities
         of the Target,  other than client or customer sales  contracts  entered
         into in the Ordinary Course of Business of the Target;

                           (xii)  any  other  agreement  (or  group  of  related
         agreements) the performance of which involves annual  consideration  in
         excess of $50,000.

The  Target  has  delivered  to the Buyer a correct  and  complete  copy of each
written  agreement  listed in ss.3(p) of the Disclosure  Schedule (as amended to
date) and a written  summary  setting forth the material terms and conditions of
each oral  agreement  referred to in ss.3(p) of the  Disclosure  Schedule.  With
respect to each such  agreement:  (A) the  agreement is in full force and effect
and constitutes a legal, valid and binding agreement of the Target,  enforceable
in accordance with its terms,  except as such  enforceability  may be limited by
applicable bankruptcy, reorganization,  insolvency, moratoriums or other similar
laws  affecting  the  enforcement  of  creditors'   rights   generally  and  the
availability  of equitable  remedies  (regardless of whether  enforceability  is
considered in a proceeding at law or inequity);  and (B) no party is in material
breach or default,  and no event has occurred which with notice or lapse of time
would  constitute  a  material  breach  or  default,   or  permit   termination,
modification, or acceleration, under the agreement.

                                       27
<PAGE>

                  (q)  Notes and  Accounts  Receivable.  All notes and  accounts
receivable  of the Target are reflected  properly on its books and records,  are
valid receivables and are collectible in the aggregate,  net of reserves for bad
debts, pending sales, and cancellations, as reflected in the Most Recent Balance
Sheet (or in any notes  thereto),  to be adjusted  for the passage of time up to
and including  the Closing Date in accordance  with the past custom and practice
of the Target.

                  (r) Powers of  Attorney.  There are no  outstanding  powers of
attorney executed on behalf of the Target.

                  (s) Insurance.  ss.3(s) of the Disclosure  Schedule sets forth
the  following  information  with respect to each  insurance  policy  (including
policies providing  property,  casualty,  liability,  and workers'  compensation
coverage and bond and surety arrangements) to which the Target has been a party,
a named insured, or otherwise the beneficiary of coverage at any time within the
past three years:

                           (i)   the  name, address, and telephone number of the
         agent;

                           (ii)  the  name  of  the  insurer,  the  name  of the
         policyholder, and the name of each covered insured;

                           (iii) the policy number and the period of coverage;

                           (iv)  a  description  of  any   retroactive   premium
         adjustments or other loss-sharing arrangements.

With respect to each such insurance policy:  (A) the policy is in full force and
effect and  constitutes a legal,  valid and binding  agreement,  enforceable  in
accordance with its terms, of the Target,  except as such  enforceability may be
limited by applicable  bankruptcy,  reorganization,  insolvency,  moratoriums or
other similar laws affecting the enforcement of creditors'  rights generally and
the availability of equitable remedies (regardless of whether  enforceability is
considered in a proceeding  at law or inequity);  and (B) neither the Target nor
any other party to the policy is in material  breach or default  (including with
respect to the payment of premiums or the giving of  notices),  and no event has

                                       28
<PAGE>

occurred  which,  with  notice or the  lapse of time,  would  constitute  such a
material   breach  or  default,   or  permit   termination,   modification,   or
acceleration, under the policy.

                  (t) Litigation.  ss.3(t) of the Disclosure Schedule sets forth
in  each  instance  in  which  the  Target  (i) is  subject  to any  outstanding
injunction, judgment, order, decree, ruling, or charge or (ii) is a party or, to
the Target's  Knowledge,  is threatened to be made a party to any action,  suit,
proceeding,   hearing,   or  investigation  of,  in,  or  before  any  court  or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction  or before  any  arbitrator.  There is no basis for any  present or
future action, suit, proceeding,  hearing and investigation that could result in
any material adverse change in the business, operations, condition (financial or
otherwise), assets or Liabilities of the Target.

                  (u) Product Warranty.  Within the last 48 months, each product
sold, leased, or delivered by the Target has been in conformity with all express
and implied warranties of the Target, and the Target does not have any Liability
(and  there is no basis for any  present  or future  action,  suit,  proceeding,
hearing, investigation,  charge, complaint, claim, or demand against any of them
giving rise to any Liability) for replacement or repair thereof or other damages
in connection therewith, subject only to the reserve for product warranty claims
reflected  in the Most Recent  Balance  Sheet to be adjusted  for the passage of
time up to and including the Closing Date in accordance with the past custom and
practice of the Target.  ss.3(u) of the Disclosure  Schedule  includes copies of
the standard  terms and  conditions of sale or lease for the Target  (containing
applicable guaranty, warranty, and indemnity provisions).

                  (v)  Employees.  No  executive,  key  employee,  or  group  of
employees has tendered  resignations or expressed their  intentions to terminate
employment  with  the  Target.  The  Target  is not a party  to or  bound by any
collective  bargaining  agreement,  nor has the Target  experienced any strikes,
grievances,  claims of unfair labor practices,  or other  collective  bargaining
disputes. To the Target's Knowledge, there is no organizational effort presently
being made or  threatened  by or on behalf of any labor  union  with  respect to
employees of the Target.

                  (w)      Employee Benefits.

                                       29
<PAGE>

                           (i)  ss.3(w) of the  Disclosure  Schedule  lists each
         Employee  Benefit  Plan that the  Target  maintains  or as to which the
         Target contributes.

                                    (A) Each  such  Employee  Benefit  Plan (and
                  each related trust,  insurance contract,  or fund) complies in
                  material  form and in operation in all material  respects with
                  the  applicable  requirements  of ERISA,  the Code,  and other
                  applicable laws.

                                    (B) All reports and descriptions  (including
                  Form 5500 Annual Reports,  Summary Annual  Reports,  PBGC-1's,
                  and Summary Plan  Descriptions) have been filed or distributed
                  appropriately with respect to each such Employee Benefit Plan.
                  The  requirements  of Part 6 of Subtitle B of Title I of ERISA
                  and of  Code  ss.4980B  will  have  been  met in all  material
                  respects  prior  to the  Closing  Date  with  respect  to each
                  applicable  Employee Benefit Plan which is an Employee Welfare
                  Benefit Plan.

                                    (C)   All   contributions   (including   all
                  employer   contributions   and   employee   salary   reduction
                  contributions)  which  are due  have  been  paid to each  such
                  Employee  Benefit  Plan which is an Employee  Pension  Benefit
                  Plan and any and all contributions for any period ending on or
                  before the  Closing  Date which are not yet due have been paid
                  to each such  Employee  Pension  Benefit  Plan or  accrued  in
                  accordance  with the past  custom and  practice of the Target.
                  All premiums or other  payments  for all periods  ending on or
                  before  the  Closing   Date  have  been  paid  or  accrued  in
                  accordance  with the past  custom and  practice  of the Target
                  with  respect to each such  Employee  Benefit Plan which is an
                  Employee Welfare Benefit Plan.

                                    (D) Each such Employee Benefit Plan which is
                  an Employee  Pension  Benefit Plan meets the  material  formal
                  requirements  of a "qualified  plan" under Code  ss.401(a) and
                  has received,  within the last two years, an updated favorable
                  determination letter from the Internal Revenue Service.

                                    (E) The Target does not maintain and has not
                  maintained  any  Employee  Pension  Benefit  Plan  which  is a
                  defined benefit type plan.

                                       30
<PAGE>

                                    (F) The  Target has  delivered  to the Buyer
                  correct and complete  copies of the plan documents and summary
                  plan  descriptions,   the  most  recent  determination  letter
                  received  from  the IRS,  the most  recent  Form  5500  Annual
                  Report, and all related trust agreements, insurance contracts,
                  and  other  funding   agreements  which  implement  each  such
                  Employee Benefit Plan.

                           (ii) The Target is not a member of a Controlled Group
         of  Corporations.  With respect to each Employee  Benefit Plan that the
         Target  maintains  or  ever  has  maintained  or to  which  the  Target
         contributes,  ever  has  contributed,  or ever  has  been  required  to
         contribute:

                                    (A) No such  Employee  Benefit Plan which is
                  an Employee Pension Benefit Plan (other than any Multiemployer
                  Plan) has been completely or partially  terminated or been the
                  subject of a  Reportable  Event as to which  notices  would be
                  required to be filed with the PBGC.  No proceeding by the PBGC
                  to terminate  any such  Employee  Pension  Benefit Plan (other
                  than any  Multiemployer  Plan) has been  instituted or, to the
                  Target's Knowledge, threatened.

                                    (B)   There   have   been   no    Prohibited
                  Transactions  with respect to any such Employee  Benefit Plan.
                  No Fiduciary has any Liability for breach of fiduciary duty or
                  any other  failure  to act or comply  in  connection  with the
                  administration  or  investment  of  the  assets  of  any  such
                  Employee Benefit Plan. No action, suit,  proceeding,  hearing,
                  or  investigation  with respect to the  administration  or the
                  investment  of the assets of any such  Employee  Benefit  Plan
                  (other  than  routine  claims  for  benefits)  is  pending  or
                  threatened.  There is no  basis  for any  such  action,  suit,
                  proceeding, hearing, or investigation.

                                    (C) The Target has not incurred,  nor to the
                  Target's  Knowledge,  is there any  reason to expect  that the
                  Target will incur any  Liability  to the PBGC (other than PBGC
                  premium  payments)  or  otherwise  under  Title  IV  of  ERISA
                  (including  any  withdrawal  Liability) or under the Code with
                  respect to any such Employee Benefit Plan which is an Employee
                  Pension Benefit Plan.

                                       31
<PAGE>

                           (iii) The Target does not  contribute  to,  never has
         contributed  to,  and  never has been  required  to  contribute  to any
         Multiemployer   Plan,  nor  does  it  have  any  Liability   (including
         withdrawal Liability) under any Multiemployer Plan.

                           (iv) The  Target  does not  maintain  and  never  has
         maintained and does not contribute,  never has  contributed,  and never
         has been required to contribute  to any Employee  Welfare  Benefit Plan
         providing  medical,  health,  or life  insurance or other  welfare-type
         benefits for current or future retired or terminated  employees,  their
         spouses,  or their  dependents  (other  than in  accordance  with  Code
         ss.4980B).

                  (x)  Guaranties.  The Target is neither a guarantor nor liable
for any Liability or obligation (including indebtedness) of any other Person.

                  (y) Environmental, Health, and Safety. The Target has complied
in all material respects with all Environmental, Health, and Safety Laws, and no
action, suit, proceeding,  hearing,  investigation,  charge,  complaint,  claim,
demand,  or notice has been filed or commenced  against the Target  alleging any
failure so to comply. Without limiting the generality of the preceding sentence,
the  Target  has  obtained  and been in  compliance  with all of the  terms  and
conditions of all material permits, licenses, and other authorizations which are
required  under,   and  has  complied  with  all  other  material   limitations,
restrictions,  conditions, standards, prohibitions,  requirements,  obligations,
schedules, and timetables which are contained in, all Environmental, Health, and
Safety Laws, except where such non-compliance  would not have a material adverse
effect on the operations of the Target.

                  (z) Certain Business Relationships With the Target.None of the
Target  Stockholders  and their  Affiliates has been involved in any business or
contractual  (whether  written or oral)  arrangement  or  relationship  with the
Target within the past 12 months  involving  aggregate annual payments in excess
of $50,000,  and none of the Target  Stockholders  and their Affiliates owns any
asset, tangible or intangible, which is used in the business of the Target.

                  (aa) Brokers'  Fees.  Except as set forth in Schedule 3(aa) of
the Disclosure Schedule, and as otherwise provided in ss.8(l), the Target has no
liability or obligation to pay any fees or commissions to any broker, finder, or

                                       32
<PAGE>

agent with respect to the transactions contemplated by this Agreement.

                  (ab) Continuity of Business Enterprise. The Target operates at
least one  significant  historic  business  line, or owns at least a significant
portion of its  historic  business  assets,  in each case  within the meaning of
Treas. Reg. ss.1.368-1(d).

                  (ac)     Substantial Customers, Brokers and Suppliers

                           (i) ss.3(ac) of the Disclosure  Schedule lists the 10
         customers of the Target with the highest  volume of purchases  from the
         Target during the period ending  September 10, 1998, and the amount for
         which each such customer was invoiced during such period.

                           (ii) The Target has not been  declared  ineligible to
         bid on a state or federal government contract.

                           (iii)  No   customer   listed  on   ss.3(ac)  of  the
         Disclosure  Schedule has (A) ceased,  or notified the Target in writing
         of an  intention  to cease  dealing  with or through  the  Target;  (B)
         reduced or notified  the Target in writing of an  intention  to reduce,
         substantially  its dealings with or through the Target; or (C) changed,
         or  notified   the  Target  in  writing  of  an  intention  to  change,
         substantially the terms on which it is prepared to deal with or through
         the Target.  To the Target's  Knowledge all of the customers  listed in
         ss.3(ac) of the  Disclosure  Schedule will continue to be a customer of
         the Transitory Subsidiary after the Closing.

                  (ad)  Disclosure.  None of the  information  that  Target  has
provided in connection  with the  representations  and  warranties  provided for
herein  contain  or that the  Target  will  supply  specifically  for use in the
Registration Statement, the Prospectus,  or the Definitive Buyer Proxy Materials
will contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light of the
circumstances under which they are or will be made, not misleading.

         4.  Representations  and  Warranties  of the Buyer.  In addition to the
transactions with Dr Ariella Lehrer and Legacy  Interactive Inc, which have been
disclosed to and approved by the Target,  the Buyer  represents  and warrants to

                                       33
<PAGE>

the Target that the  statements  contained in this ss.4 are correct and complete
as of the date of this  Agreement  and will be correct  and  complete  as of the
Closing  Date  (as  though  made  then  and as  though  the  Closing  Date  were
substituted for the date of this Agreement  throughout this ss.4), except as set
forth in the Disclosure  Schedule.  The Disclosure  Schedule will be arranged in
paragraphs  corresponding to the numbered and lettered  paragraphs  contained in
this ss.4.  The  Disclosure  Schedule  may be amended from time to time and such
Disclosure Schedule as amended becomes the Disclosure Schedule of the disclosing
party.


                  (a)  Organization,  Qualification,  and Corporate  Power.  The
Buyer is a corporation duly organized,  validly existing,  and in corporate good
standing under the laws of the State of Delaware. The Buyer is duly qualified as
a foreign  corporation  in each  jurisdiction  where its ownership or leasing of
property  or where the nature of its  activities  requires  such  qualification,
except to the extent  that the  failure to so qualify  would not have a material
adverse effect on the business, operations,  condition (financial or otherwise),
assets or  Liabilities  of the  Buyer.  The Buyer has full  corporate  power and
authority to carry on the  businesses in which it is engaged and to own,  lease,
and use the properties owned,  leased, and used by it, and has in full force and
effect all  authorizations  and has made all filings to the extent  required for
such  ownership,  lease,  and  use of its  properties  and  the  conduct  of its
business, except to the extent that the failure to obtain such authorizations or
to make such filings would not have a material  adverse effect on the operations
of the Buyer.

                                       34
<PAGE>

                  (b) Capitalization. The entire authorized capital stock of the
Buyer  consists  of  5,000,000  shares  of  preferred  stock,  none of  which is
outstanding,  and  10,000,000  Buyer  Shares,details  of which  are set forth on
Schedule 4(b) attached  hereto.  All of the issued and outstanding  Buyer Shares
have been duly authorized and are validly issued,  fully paid, and nonassessable
(except for the Buyer  Shares  currently  offered,  which will be fully paid and
non-assessable when issued).  All of the Buyer Shares to be issued in the Merger
have been duly authorized and, upon consummation of the Merger,  will be validly
issued,  fully paid,  and  nonassessable.  Except for the  options and  warrants
listed on  ss.4(b)  to the  Disclosure  Schedule,  there are no  outstanding  or
authorized options, warrants,  purchase rights,  subscription rights, conversion
rights,  exchange  rights,  or other contracts or commitments that could require
the Buyer to issue,  sell, or otherwise  cause to become  outstanding any of its
capital  stock.  There are no  outstanding  or  authorized  stock  appreciation,
phantom  stock,  profit  participation,  or similar  rights with  respect to the
Buyer.

                  (c) Authorization of Transaction.  The Buyer has the requisite
corporate  power and  authority  to execute and deliver this  Agreement  and the
Merger  Agreement  and to perform  its  obligations  hereunder  and  thereunder;
provided,  however, that the Buyer cannot consummate the Merger unless and until
it receives a Hardship  Exemption or the Requisite Buyer  Stockholder  Approval.
This  Agreement  constitutes  the valid and legally  binding  obligation  of the
Buyer,   enforceable  against  the  Buyer  in  accordance  with  its  terms  and
conditions,   except  as  such  enforceability  may  be  limited  by  applicable
bankruptcy,  reorganization,  insolvency,  moratoriums  or  other  similar  laws
affecting the enforcement of creditors' rights generally and the availability of
equitable  remedies  (regardless  of whether  enforceability  is considered in a
proceeding at law or in equity).

                  (f)  Undisclosed  Liabilities.   The  Buyer  has  no  material
Liability  except for (i)  Liabilities  reflected  on the  Buyer's  Most  Recent
Balance Sheet (and in any notes thereto) and (ii) Liabilities  which have arisen
after  the  Buyer's  Most  Recent  Fiscal  Year End in the  Ordinary  Course  of
Business,  none of which  results  from,  arises out of,  relates  to, is in the
nature of, or was caused by any breach of contract,  breach of  warranty,  tort,
infringement, or violation of law.

                  (g) Legal Compliance.  To the Buyer's Knowledge, the Buyer has

                                       35
<PAGE>

complied with all applicable laws (including rules,  regulations,  codes, plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
federal,  state,  local,  and foreign  governments  (and all agencies  thereof),
except to the extent any such failure would not have a material  adverse  effect
on the  operations  of the Buyer,  and no  action,  suit,  proceeding,  hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced  against  the Buyer  alleging  any  failure so to comply  and,  to the
Buyer's  Knowledge,  there is no basis for any such  action,  suit,  proceeding,
hearing, investigation,  charge, complaint, claim, demand, or notice to be filed
or to be commenced against any of them alleging any failure so to comply.

                  (h)  Noncontravention.  To the Buyer's Knowledge,  neither the
execution  and the  delivery  of this  Agreement,  nor the  consummation  of the
transactions  contemplated  hereby, will (i) violate any constitution,  statute,
regulation, rule, injunction,  judgment, order, decree, ruling, charge, or other
restriction of any government,  governmental agency, or court to which the Buyer
is  subject or any  provision  of the  charter  or bylaws of the Buyer,  or (ii)
conflict with, result in a breach of, constitute a default under,  result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any material agreement,  contract, lease,
license,  instrument  or other  arrangement  to which the Buyer is a party or by
which it is bound or to which any of its  assets is  subject  (or  result in the
imposition  of any Security  Interest  upon any of its  assets).  To the Buyer's
Knowledge,  and other than in connection with the Delaware  General  Corporation
Law, the Securities  Exchange Act, the Securities Act, and the state  securities
laws,  the Buyer does not need to give any notice to, make any filing  with,  or
obtain any authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the  transactions  contemplated by
this  Agreement,   except  where  the  violation,   conflict,  breach,  default,
acceleration,  termination, modification, cancellation or failure to give notice
would  not  have a  material  adverse  effect  on the  ability  of the  Buyer to
consummate the  transactions  contemplated  by this Agreement or have a material
adverse  effect on the Buyer's  business,  operations,  condition  (financial or
otherwise),  assets or  Liabilities  as in  existence  immediately  prior to the
Closing.

                  (i)      Tax Matters.

                           (i) The Buyer has filed all Tax  Returns  required to

                                       36
<PAGE>

         be filed by it. All such Tax Returns  were  correct and complete in all
         material respects. All Taxes owed by the Buyer (whether or not shown on
         any  Tax  Return)  have  been  paid.  The  Buyer  currently  is not the
         beneficiary  of any  extension  of time  within  which  to file any Tax
         Return.  No claim has ever been made by an authority in a  jurisdiction
         where the Buyer does not file Tax Returns  that it is or may be subject
         to taxation by that  jurisdiction.  There are no Security  Interests on
         any of the  assets  of the  Buyer  that  arose in  connection  with any
         failure (or alleged failure) to pay any Tax.

                           (ii) The  Buyer  has  withheld  and  paid  all  Taxes
         required to have been withheld and paid in connection with amounts paid
         or   owing  to  any   employee,   independent   contractor,   creditor,
         stockholder, or other third party.

                           (iii) The Buyer  does not  expect  any  authority  to
         assess any  additional  Taxes for any period for which Tax Returns have
         been filed.  There is no dispute or claim, and to the Buyer's Knowledge
         there is no basis for any such  dispute  or claim,  concerning  any Tax
         Liability of the Buyer.  ss.4(i) of the  Disclosure  Schedule lists all
         federal,  state,  local,  and  foreign  income Tax  Returns  filed with
         respect to the Buyer for taxable periods ended on or after December 31,
         1995, indicates those Tax Returns that have been audited, and indicates
         those Tax Returns that  currently  are the subject of audit.  The Buyer
         has delivered to the Target  correct and complete  copies of all state,
         local,  and  federal  income  Tax  Returns,  examination  reports,  and
         statements of deficiencies  assessed  against or agreed to by the Buyer
         since December 31, 1995.

                           (iv)  The  Buyer  has  not  waived  any   statute  of
         limitations in respect of Taxes or agreed to any extension of time with
         respect to a Tax assessment or deficiency.

                           (v) The unpaid  Taxes of the Buyer (A) did not, as of
         the  Buyer's  Most Recent  Fiscal Year End,  exceed the reserve for Tax
         Liability  (rather than any reserve for deferred  Taxes  established to
         reflect timing differences  between book and Tax income) expected to be
         set forth on the face of the Buyer's Most Recent  Balance Sheet (rather
         than in any  notes  thereto)  and (B) do not  exceed  that  reserve  as
         adjusted for the passage of time through the Closing Date in accordance
         with the past  custom  and  practice  of the Buyer in filing  their Tax
         Returns.

                                       37
<PAGE>

                           (vi) The Buyer has not  filed a  consent  under  Code
         ss.341(f) concerning collapsible  corporations.  The Buyer has not made
         any payments, is not obligated to make any payments, nor is the Buyer a
         party to any agreement that under certain  circumstances would obligate
         it to make any payments that will not be deductible under Code ss.280G.
         The  Buyer  has  not  been  a  United  States  real  property   holding
         corporation  within  the  meaning  of  Code  ss.897(c)(2)   during  the
         applicable period specified in Code ss.897(c)(1)(A)(ii).  The Buyer has
         disclosed on its federal income Tax Returns all positions taken therein
         that would give rise to a substantial  understatement of federal income
         Tax within the meaning of Code ss.6662. The Buyer is not a party to any
         Tax  allocation  or  sharing  agreement.  The  Buyer (A) has not been a
         member of an Affiliated Group filing a consolidated  federal income Tax
         Return  (other  than a group the common  parent of which was the Buyer)
         nor (B) does the Buyer have any  Liability  for the Taxes of any Person
         (other than the Target) under Treas.  Reg.  ss.1.1502-6 (or any similar
         provision  of  state,  local,  or  foreign  law),  as a  transferee  or
         successor, by contract, or otherwise.

                           (vii) ss.4(i) of the  Disclosure  Schedule sets forth
         the  following  information  with  respect  to the Buyer as of the most
         recent  practicable date (as well as on an estimated pro forma basis as
         of the Closing giving effect to the  consummation  of the  transactions
         contemplated  hereby): (A) the basis of the Buyer in its assets; (B) to
         the  extent  applicable,  the  amount of any net  operating  loss,  net
         capital loss, unused investment or other credit, unused foreign tax, or
         excess charitable contribution allocable to the Buyer.

                  (j) Contracts.  ss.4(j) of the  Disclosure  Schedule lists the
following  contracts and other agreements to which the Buyer is a party,  except
contracts and other agreements involving a potential  acquisition of the capital
stock  or  assets  of  the  Buyer,  which  by  their  terms  are  subject  to  a
non-disclosure covenant:

                           (i) any  agreement  (or group of related  agreements)
         for the lease of personal  property to or from any Person providing for
         lease payments in excess of $25,000 per annum;

                           (ii) any agreement  (or group of related  agreements)
         for  the  purchase  or sale of raw  materials,  commodities,  supplies,

                                       38
<PAGE>

         products,  or other personal property, or for the furnishing or receipt
         of services, the performance of which will extend over a period of more
         than one year,  result in a  material  loss to the  Buyer,  or  involve
         consideration in excess of $50,000 per year;

                           (iii) any agreement concerning a partnership or joint
venture;

                           (iv) any agreement  (or group of related  agreements)
         under  which it has  created,  incurred,  assumed,  or  guaranteed  any
         indebtedness for borrowed money, or any capitalized  lease  obligation,
         in excess of $25,000 or under which it has imposed a Security  Interest
         on any of its assets, tangible or intangible;

                           (v)  any  agreement  concerning   confidentiality  or
         non-competition, except as hereinabove provided;

                           (vi)  any  agreement   involving  any  of  the  Buyer
         Management Stockholders and their Affiliates (other than the Target);

                           (vii)  any  profit  sharing,   stock  option,   stock
         purchase,  stock appreciation,  deferred  compensation,  severance,  or
         other  material plan or  arrangement  for the benefit of its current or
         former directors, officers, and employees;

                           (viii)   any collective bargaining agreement;

                           (ix)  any  agreement   for  the   employment  of  any
         individual on a full-time,  part-time,  consulting,  or other basis not
         cancelable on 30 days or less notice providing  annual  compensation in
         excess of $25,000 or providing severance benefits;

                           (x) any  agreement  under  which it has  advanced  or
         loaned  any amount to any of its  directors,  officers,  and  employees
         outside the Ordinary Course of Business;

                           (xi)  except as  otherwise  listed  pursuant  to this
         ss.4(j),  any agreement  under which the  consequences  of a default or
         termination  could  have a  material  adverse  effect on the  business,
         financial  condition,  operations,  results of operations of the Buyer,

                                       39
<PAGE>

         other than  client or  customer  sales  contracts  entered  into in the
         Ordinary Course of Business of the Buyer;

                           (xii)  any  other  agreement  (or  group  of  related
         agreements) the performance of which involves annual  consideration  in
         excess of $50,000.

The Buyer  has  delivered  to the  Target a correct  and  complete  copy of each
written  agreement  listed in ss.4(j) of the Disclosure  Schedule (as amended to
date) and a written  summary  setting forth the material terms and conditions of
each oral  agreement  referred to in ss.4(j) of the  Disclosure  Schedule.  With
respect to each such agreement,  to the Buyer's Knowledge:  (A) the agreement is
in full force and effect and constitutes a legal,  valid and binding  agreement,
enforceable  in  accordance  with  its  terms,  of the  Buyer,  except  as  such
enforceability  may  be  limited  by  applicable   bankruptcy,   reorganization,
insolvency,  moratoriums  or other  similar laws  affecting the  enforcement  of
creditors'   rights  generally  and  the  availability  of  equitable   remedies
(regardless  of whether  enforceability  is considered in a proceeding at law or
inequity);  (C) no party is in  material  breach  or  default,  and no event has
occurred which with notice or lapse of time would  constitute a material  breach
or default,  or permit  termination,  modification,  or acceleration,  under the
agreement.

                  (k) Litigation.  ss.4(k) of the Disclosure Schedule sets forth
in  each  instance  in  which  the  Buyer  (i) is  subject  to  any  outstanding
injunction, judgment, order, decree, ruling, or charge or (ii) is a party or, to
the Buyer's  Knowledge,  is threatened  to be made a party to any action,  suit,
proceeding,   hearing,   or  investigation  of,  in,  or  before  any  court  or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any  arbitrator.  To the Buyer's  Knowledge,  there is no
basis  for  any  present  or  future  action,  suit,  proceeding,   hearing  and
investigation  that could result in any material adverse change in the business,
condition  (financial or  otherwise),  operations,  assets or Liabilities of the
Buyer.

                                       40
<PAGE>

                  (l) Product Warranty.  Within the last 48 months, each product
sold,  leased, or delivered by the Buyer has been in conformity with all express
and implied  warranties of the Buyer,  and the Buyer does not have any Liability
(and to the  Buyer's  Knowledge,  there is no basis  for any  present  or future
action, suit, proceeding, hearing,  investigation,  charge, complaint, claim, or
demand  against any of them giving rise to any  Liability)  for  replacement  or
repair  thereof or other  damages in connection  therewith,  subject only to the
reserve for product  warranty  claims set forth on the face of the Buyer's  Most
Recent  Balance Sheet to be adjusted for the passage of time up to and including
the Closing Date in  accordance  with the past custom and practice of the Buyer.
ss.4(m) of the  Disclosure  Schedule  includes  copies of the standard terms and
conditions  of sale or lease for the  Target  (containing  applicable  guaranty,
warranty, and indemnity provisions).

                  (m)  Continuity  of  Business  Enterprise.  It is the  present
intention of the Buyer to continue at least one  significant  historic  business
line of the Target,  or to use at least a  significant  portion of the  Target's
historic  business  assets in a  business,  in each case  within the  meaning of
Treas. Reg.
ss.1.368-1(d).

                  (n)      Real Property.

                           (i)      The Buyer does not own any real property:

                           (ii) ss.4(n)(ii) of the Disclosure Schedule lists and
         describes  briefly all real property  leased or subleased to the Buyer.
         The Buyer has  delivered to the Target  correct and complete  copies of
         the  leases  and  subleases  listed in  ss.4(n)(ii)  of the  Disclosure
         Schedule (as amended to date).  With respect to each lease and sublease
         listed in ss.4(n)(ii) of the Disclosure Schedule,

                                    (A) the lease or  sublease  is in full force
                  and  effect  and  constitutes  a  legal,   valid  and  binding
                  agreement of the Buyer,  enforceable  in  accordance  with its
                  terms,  except  as  such  enforceability  may  be  limited  by
                  applicable bankruptcy, reorganization, insolvency, moratoriums
                  or other similar laws affecting the  enforcement of creditors'
                  rights  generally and the  availability of equitable  remedies
                  (regardless  of  whether  enforceability  is  considered  in a
                  proceeding at law or in equity);

                                       41
<PAGE>

                                    (B)  the  Buyer  is not  and to the  Buyer's
                  Knowledge,  no other  party to the  lease  or  sublease  is in
                  material  breach or default,  and no event has occurred which,
                  with  notice or lapse of time,  would  constitute  a  material
                  breach or  default  or permit  termination,  modification,  or
                  acceleration thereunder;

                                    (C)   there   are   no   oral    agreements,
                  forebearance programs in effect or material disputes as to the
                  lease or sublease;

                                    (D) the Buyer has not assigned, transferred,
                  conveyed,  mortgaged,  deeded  in  trust,  or  encumbered  any
                  interest in the leasehold or subleasehold;

                                    (E) (i) to the Buyer's Knowledge,  the Buyer
                  is not in violation  of any  applicable  laws or  governmental
                  rules and  regulations  in regard to the use of the facilities
                  leased  or  subleased  thereunder,  and (ii) the Buyer has not
                  received any written notice from any governmental authority of
                  any such violation; and

                                    (F)  all  facilities   leased  or  subleased
                  thereunder are supplied with or have  available  utilities and
                  other services suitable for the operation of said facilities.

                  (o)   Subsidiaries.    The   Transitory    Subsidiary,    when
incorporated,  will  be  the  only  Subsidiary  of  the  Buyer.  ss.4(o)  of the
Disclosure  Schedule sets forth for the  Transitory  Subsidiary (i) its name and
expected jurisdiction of incorporation,  (ii) the number of shares of authorized
capital stock of each class of its capital stock,  (iii) the number of shares of
each class of its capital stock to be issued to the Buyer,  and (v) the proposed
directors  and officers of the  Transitory  Subsidiary.  As of the Closing,  the
Transitory  Subsidiary will be a corporation duly organized,  validly  existing,
and in good standing under the laws of the  jurisdiction  of its  incorporation.
The Transitory  Subsidiary will be duly authorized to conduct  business and will
be in good standing under the laws of each jurisdiction where such qualification
is required.  Prior to the Closing,  the Transitory  Subsidiary will not conduct
any business.  At the time of the Closing,  the Transitory  Subsidiary will have
full  corporate  power and authority to ratify this  Agreement and carry out the

                                       42
<PAGE>

transactions  contemplated  herein.  As of the  Closing,  all of the  issued and
outstanding shares of capital stock of the Transitory  Subsidiary will have been
duly authorized and will be validly issued,  fully paid, and nonassessable.  The
Buyer will hold of record and own beneficially all of the outstanding  shares of
the Transitory Subsidiary, free and clear of any restrictions on transfer (other
than restrictions  under the Securities Act and state securities  laws),  Taxes,
Security Interests, options, warrants, purchase rights, contracts,  commitments,
equities,  claims, and demands.  There are no outstanding or authorized options,
warrants,  purchase rights,  subscription  rights,  conversion rights,  exchange
rights,  or other contracts or commitments that could require the Buyer to sell,
transfer,  or otherwise  dispose of any capital  stock of any of the  Transitory
Subsidiary.  There are no outstanding stock appreciation,  phantom stock, profit
participation,  or similar  rights with  respect to the  Transitory  Subsidiary.
There are no voting trusts,  proxies, or other agreements or understandings with
respect to the voting of any capital stock of the Transitory  Subsidiary.  As of
the  Closing,  the minute  books  (containing  the  records of  meetings  of the
stockholders,  the  board  of  directors,  and any  committees  of the  board of
directors),  the stock  certificate  books,  and the stock  record  books of the
Transitory  Subsidiary  will be correct and  complete.  As of the  Closing,  the
Transitory  Subsidiary  will  not be in  default  under or in  violation  of any
provision of its charter or bylaws. As of the Closing, the Transitory Subsidiary
will not control  directly or indirectly  or have any direct or indirect  equity
participation  in  any  corporation,   partnership,  trust,  or  other  business
association.

                  (u) Filings with the SEC. To the Buyer's Knowledge,  the Buyer
has filed with the SEC all reports, registrations,  and statements together with
any  amendments  thereto  required  to be  made  thereto,  all of  which  as the
respective  dates were in full  compliance with the rules and regulations of the
SEC.

                  (v)  Disclosure.  None  of  the  information  that  Buyer  has
provided in connection  with the  representations  and  warranties  provided for
herein  contain  or that  the  Buyer  will  supply  specifically  for use in the
Definitive Buyer Proxy Materials will contain any untrue statement of a material
fact or omit to state a material fact  necessary in order to make the statements
made therein,  in the light of the circumstances under which they are or will be
made, not misleading.

                                       43
<PAGE>

         5.  Covenants.  The Parties agree as follows with respect to the period
from and after the execution of this Agreement.

                  (a) Notices and  Consents.  The Target and the Buyer will give
any  notices  to third  parties,  and will use its  respective  reasonable  best
efforts  to  obtain  any third  party  consents,  that the  Buyer or the  Target
reasonably may request in connection with the matters  referred to in ss.3(d) or
ss.4(h) above.

                  (b) Regulatory Matters and Approvals. Each of the Parties will
give any notices to, make any filings with, and use its reasonable  best efforts
to obtain  any  authorizations,  consents,  and  approvals  of  governments  and
governmental  agencies  in  connection  with  the  matters  referred  to in this
agreement.

                  (c) Listing of Buyer Shares. The Buyer will use its reasonable
best  efforts to cause the Buyer  Shares that will be issued in the Merger to be
approved for listing on the Nasdaq SmallCap  Market,  subject to official notice
of issuance, at or prior to the Effective Time.

                  (d) No Material Changes.  Both parties agree that prior to the
Closing  Date neither  party will make or permit to be made any material  change
affecting any bank, trust company, savings and loan association, brokerage firm,
or safe deposit box or in the names of the persons  authorized  to draw thereon,
to have access thereto or to authorize  transactions therein or in any powers of
attorney, or open additional accounts or boxes or grant any additional powers of
attorney,  without in each case obtaining the prior written consent of the other
party, such consent not be unreasonably withheld or delayed.

                  (e)  Operation of Business.  Neither  party will engage in any
practice,  take any  action,  or enter  into any  transaction,  in any  material
respect,  outside the  Ordinary  Course of Business,  without the prior  written
consent of the other party. Without limiting the generality of the foregoing:

                           (i) Neither party will authorize or effect any change
         in its charter or bylaws;

                           (ii) Neither party will grant any options,  warrants,
         or other  rights to  purchase  or obtain  any of its  capital  stock or

                                       44
<PAGE>

         issue,  sell, or otherwise  dispose of any of its capital stock (except
         upon the conversion or exercise of options,  warrants, and other rights
         currently outstanding);

                           (iii) Neither party will declare,  set aside,  or pay
         any dividend or distribution with respect to its capital stock (whether
         in cash or in kind), or redeem, repurchase, or otherwise acquire any of
         its capital  stock,  in either  case  outside  the  Ordinary  Course of
         Business;

                           (iv)  Neither  party  will issue any note,  bond,  or
         other  debt  security  or  create,  incur,  assume,  or  guarantee  any
         indebtedness for borrowed money or capitalized lease obligation outside
         the Ordinary Course of Business;

                           (v) Neither  party will impose any Security  Interest
         upon any of its assets outside the Ordinary Course of Business;

                           (vi) Neither  party will make any capital  investment
         in, make any loan to, or acquire the  securities or assets of any other
         Person outside the Ordinary Course of Business;

                           (vii)  Neither  party will  initiate  any  changes in
         employment  terms for any of its  directors,  officers,  and  employees
         outside the Ordinary Course of Business; and

                           (viii)  Neither  party  will  commit  to  any  of the
foregoing.

                  (f) Full Access.  The Parties will permit  representatives  of
the other Party to have full access at all reasonable  times, and in a manner so
as not to interfere with the normal business  operations of the Parties,  to all
premises,  properties,   personnel,  books,  records  (including  tax  records),
contracts,  and documents of or  pertaining to each of the Parties.  The Parties
will treat and hold as such any  Confidential  Information  they  receive in the
course of the  reviews  contemplated  by this  ss.5(f),  will not use any of the
Confidential Information except in connection with this Agreement,  and, if this
Agreement  is  terminated  for any  reason  whatsoever,  agree to  return to the
respective Party all tangible  embodiments (and all copies) thereof which are in
their respective possession.

                  (g)  Notice of  Developments.  Each  Party  will  give  prompt

                                       45
<PAGE>

written notice to the other of the occurrence of any event that would constitute
a  breach  of any of its own  representations  and  warranties  in ss.3 and ss.4
above.  No disclosure by any Party pursuant to this ss.5(g),  however,  shall be
deemed to amend or supplement the Disclosure  Schedule or to prevent or cure any
misrepresentation,  breach  of  warranty,  or  breach  of  covenant,  except  as
otherwise provided in ss.3 above.

                  (h)  Exclusivity.  Neither  party will solicit,  initiate,  or
encourage  the  submission  of any  proposal or offer,  and will not  entertain,
pursue, consider or accept any proposal or offer from any Person relating to the
acquisition  of  all  or  substantially  all  of its  capital  stock  or  assets
(including  any  acquisition  structured  as a merger,  consolidation,  or share
exchange).  Each party shall  notify the other party  immediately  if any Person
makes any  proposal,  offer,  inquiry,  or  contact  with  respect to any of the
foregoing  and will  provide  the other  party  with a written  copy of any such
proposal, offer, inquiry, or contact.

                  (i) Continuity of Business Enterprise. The Buyer will continue
at least one significant historic business line of the Target, or use or lease a
significant  portion of the Target's historic business assets in a business,  in
each case within the meaning of Treas. Reg. ss.1.368-1(d).

                  (j)   Directorships.   The  Buyer   will   recommend   to  its
stockholders  the Target  Director  Designees  for  nomination  to  positions as
directors of the Buyer at the next annual or special  meeting of stockholders of
the Buyer.  As the sole  stockholder of Transitory  Subsidiary,  the Buyer shall
elect the Target Director  Designees as directors of the Transitory  Subsidiary.
The Buyer will also take all actions  necessary to amend the Buyer's  bylaws and
charter,  if necessary or  advisable,  to provide for  staggered  terms of Board
members.

                                       46
<PAGE>

                  (k) Ancillary Agreements. The Target shall provide each of its
stockholders  that  acquired  common  stock in the Target based upon the private
offering  memorandum dated July 28, 1998 an opportunity to rescind and shall not
draw  upon any  subcription  payments  until  such  time as the  investors  have
declined the  opportunity to exercise his hers or its rescission  rights after a
reasonable period of time (the "Rescission Offer). The Rescission Offer shall be
in compliance with any and all applicable state and federal laws including "blue
sky laws." No Buyer  Shareholder  approval shall be effective until such time as
the  Rescission  Offer has been  completed.  The  Rescission  Offer must include
disclosure  on the risks of the Merger  including  the lack of  liquidity of the
Buyer Shares and the  possibility  that the Buyer  Stockholders  may have to pay
taxes in connection with the Merger.

                  (l) Target  Employees.  The Buyer shall  cause the  Transitory
Subsidiary  to (i)  continue  to employ  each  person  employed by Target on the
Closing Date on at least an "employment-at-will"  basis as of the first business
day after the Closing Date, (ii) provide such benefits and salary to such person
comparable to the benefits and salary  previously  provided or paid by Target as
of the Closing  Date,  and (iii)  grant to each such  person  credit for his/her
years of service with the Target for purposes of calculating such person's right
to  participate  in applicable  benefit plans and programs and the level of such
participation.


                  (m) Notification of Changes in Representations and Warranties.
The  Parties   will  notify   each  other  of  any   material   changes  in  the
representations  and  warranties  provided  in ss.3 and ss.4  hereof  as soon as
reasonably  practicable  after the respective Party first discovers such changed
circumstances.

                  (n) Estoppel Certificates. The Target shall use its reasonable
best efforts to obtain Estoppel  Certificates  (the "Estoppel  Certificates") in
the form attached hereto as Exhibit G.

                  (o) Rights Offering. The Board of Directors of the Buyer shall
authorize a rights offering to their current  stockholders that will provide the
issuance  of one right for each share of Buyer's  Common  Stock  outstanding  or
issuable  upon  exercise  of  currently  outstanding  options or  warrants  (the

                                       47
<PAGE>

"Rights").  The Rights will enable each current  stockholder to purchase one new
share of the Buyer's Common Stock for $0.50. The Target Stockholders shall agree
to waive their right to participate in this Rights offering. The Rights offering
shall  be open  and  exercisable  for a  period  twenty  four  months  from  the
commencement  date of such  Rights  offering.  The Rights are not  transferrable
except  to the  immediate  family  or a  trust  set up for the  benefit  of such
stockholder.

         6.       Conditions to Obligation to Close.

                  (a)  Conditions to Obligation of the Buyer.  The obligation of
the Buyer to  consummate  the  transactions  to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:

                           (i) this  Agreement,  the  Merger  Agreement  and the
         Merger shall have received the Requisite Buyer Stockholder Approval;

                           (ii) the Target shall have  procured all of the third
         party consents specified in ss.5(a) above;

                           (iii) each  representation  and warranty set forth in
         ss.3 above shall be true and correct in all material respects at and as
         of the Closing  Date,  subject to any  amendments  thereto as permitted
         under ss.3 above;

                           (iv)  the  Target  shall  have  fully  performed  and
         complied with all of its covenants  contained in ss.5 hereunder through
         the Closing;

                           (v) no action,  suit, or proceeding  shall be pending
         or  threatened  before  any court or  quasijudicial  or  administrative
         agency of any federal,  state, local, or foreign jurisdiction or before
         any arbitrator  wherein an  unfavorable  injunction,  judgment,  order,
         decree,  ruling, or charge could (A) prevent consummation of any of the
         transactions  contemplated  by this  Agreement,  (B)  cause  any of the
         transactions  contemplated by this Agreement to be rescinded  following
         consummation,  or (C) materially and adversely  affect the right of the
         Surviving  Corporation  to own the former  assets  and to  operate  the
         former  businesses  of the  Target,  and (D)  and no  such  injunction,
         judgement, order, decree, ruling or charge shall be in effect;

                                       48
<PAGE>

                           (vi) the Target  shall have  delivered to the Buyer a
         certificate to the effect that each of the conditions  specified  above
         in ss.6(a)(i)-(v) is satisfied;

                           (vii) this  Agreement,  the Merger  Agreement and the
         Merger shall have received the Requisite Target Stockholder Approval;

                           (viii)  the Buyer  Shares  that will be issued in the
         Merger  shall have been  approved  for  listing on the Nasdaq  SmallCap
         Market, subject to official notice of issuance;

                           (ix)   the   Parties    shall   have   received   all
         authorizations, consents, and approvals of governments and governmental
         agencies referred to in ss.3(d) and ss.4(h) above;

                           (x) the Buyer shall have received from counsel to the
         Target an  opinion  in form and  substance  as set  forth in  Exhibit H
         attached  hereto,  addressed to the Buyer,  and dated as of the Closing
         Date;

                           (xi) the Buyer shall have received the  resignations,
         effective  as of the  Closing,  of each  director  and  officer  of the
         Target;

                           (xii)  the  Buyer  shall  have   completed   its  due
         diligence and all outstanding  issues relating  thereto shall have been
         satisfactorily resolved to the satisfaction of the Parties;

                           (xiii) the Buyer shall be satisfied that the Target's
         offering of Target  Shares (A) did not  violate  any state,  federal or
         international  securities laws; (B) that the Buyer's  Stockholders were
         fully informed of the potential tax consequence of an investment in the
         Target;  and  (C)  that  the  Target  will  not be  subject  to any new
         regulations;

                           (xiv) the Target  shall have  delivered  the Estoppel
         Certificates  executed  by the  lessors  of the  properties  listed  in
         Schedule 3(l)(ii) of the Target's Disclosure Schedule;

                           (xv) the Target shall have  canceled all  outstanding

                                       49
<PAGE>

         or authorized options, warrants,  purchase rights, subscription rights,
         conversion  rights,  exchange rights, or other contracts or commitments
         that could  require the Target to issue,  sell,  or otherwise  cause to
         become outstanding any of its capital stock;

                           (xvi)  all  actions  to be  taken  by the  Target  in
         connection with  consummation of the transactions  contemplated  hereby
         and  all  certificates,  opinions,  instruments,  and  other  documents
         required  to  effect  the  transactions  contemplated  hereby  will  be
         reasonably satisfactory in form and substance to the Buyer;

                           (xvii)  from the date hereof  through  the  Effective
         Time, there shall have been no material adverse change (or developments
         involving  a  prospective  material  adverse  change) in the  business,
         condition  (financial  or  otherwise),   operations,   properties,   or
         prospects of the Target; and

                           (xviii)  the Target  Stockholders  shall have  waived
         their right to participate in the Rights offering.

The Buyer may waive any  condition  specified  in this  ss.6(a) if it executes a
writing so stating at or prior to the Closing.

                  (b) Conditions to Obligation of the Target.  The obligation of
the Target to consummate  the  transactions  to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:

                           (i) this  Agreement,  the  Merger  Agreement  and the
         Merger shall have received the Requisite Buyer Stockholder Approval and
         the  Buyer's  Approval  as  the  sole  stockholder  of  the  Transitory
         Subsidiary;

                           (ii) the  Buyer  Shares  that  will be  issued in the
         Merger  shall have been  approved  for  listing on the Nasdaq  SmallCap
         Market, subject to official notice of issuance;

                           (iii) each  representation  and warranty set forth in
         ss.4 above shall be true and correct in all material respects at and as
         of the Closing Date;

                           (iv) the Buyer shall have performed and complied with
         all of its covenants hereunder through the Closing;

                                       50
<PAGE>

                           (v) no action,  suit, or proceeding  shall be pending
         or  threatened  before  any court or  quasijudicial  or  administrative
         agency of any federal,  state, local, or foreign jurisdiction or before
         any arbitrator  wherein an  unfavorable  injunction,  judgment,  order,
         decree,  ruling, or charge could (A) prevent consummation of any of the
         transactions  contemplated  by this  Agreement,  (B)  cause  any of the
         transactions  contemplated by this Agreement to be rescinded  following
         consummation,  or (C) materially and adversely  affect the right of the
         Surviving  Corporation  to own the former  assets  and to  operate  the
         former businesses of the Target; and (D) no such injunction, judgement,
         order, decree, ruling or charge shall be in effect;

                           (vi) the Buyer shall have  delivered  to the Target a
         certificate to the effect that each of the conditions  specified  above
         in ss.6(b)(i)-(v) and ss.6(b)(vii)-(ix) below, is satisfied;

                           (vii) this  Agreement,  the Merger  Agreement and the
         Merger shall have received the Requisite Target Stockholder Approval;

                           (viii) the Target Director Designees shall be elected
         directors of the Buyer, contingent only upon the Closing;

                           (ix)   the   Parties    shall   have   received   all
         authorizations, consents, and approvals of governments and governmental
         agencies referred to in ss.3(d) and ss.4(h) above;

                           (x) the Target  Director  Designees  shall be elected
         directors of the Transitory Subsidiary;
                           (xi) both  parties  shall  have  completed  their due
         diligence and all outstanding  issues relating  thereto shall have been
         resolved to the satisfaction of the Parties;

                           (xii) the Buyer shall have  procured all of the third
         party consents specified in ss.5(a) above;

                                       51
<PAGE>

                           (xiii)  all  actions  to be  taken  by the  Buyer  in
         connection with  consummation of the transactions  contemplated  hereby
         and  all  certificates,  opinions,  instruments,  and  other  documents
         required  to  effect  the  transactions  contemplated  hereby  will  be
         reasonably satisfactory in form and substance to the Target; and

                           (xiv)  from the date  hereof  through  the  Effective
         Time, there shall have been no material adverse change (or developments
         involving  a  prospective  material  adverse  change) in the  business,
         condition  (financial  or  otherwise),   operations,   properties,   or
         prospects of the Buyer.

The Target may waive any  condition  specified  in this ss.6(b) if it executes a
writing so stating at or prior to the Closing.

         7.       Termination

                  (a)  Termination  of Agreement  Either the Buyer or the Target
may  terminate  this  Agreement  with the  prior  authorization  of its board of
directors (whether before or after stockholder approval) as provided below:

                           (i) the  Buyer  and the  Target  may  terminate  this
         Agreement by mutual written  consent at any time prior to the Effective
         Time;

                           (ii) the Buyer may terminate this Agreement by giving
         written  notice to the Target at any time prior to the  Effective  Time
         (A) in the event the Target has breached any representation,  warranty,
         or covenant  contained in this Agreement in any material  respect,  the
         Buyer has  notified  the Target of this  breach,  in  writing,  and the
         breach has  continued  without  cure for a period of five (5)  business
         days after the written notice of breach or (B) if the Closing shall not
         have occurred on or before  December 30, 1998, by reason of the failure
         of  any  condition  precedent  under  ss.6(a)  hereof  that  cannot  be
         satisfied  through the exercise of reasonable  best efforts within five
         (5)  business  days  following  December  30, 1998  (unless the failure
         results   primarily  from  the  Buyer  breaching  any   representation,
         warranty, or covenant contained in this Agreement);

                           (iii) the  Target may  terminate  this  Agreement  by

                                       52
<PAGE>

         giving  written  notice to the Buyer at any time prior to the Effective
         Time (A) in the  event  the  Buyer  has  breached  any  representation,
         warranty,  or covenant  contained  in this  Agreement  in any  material
         respect,  the Target has notified the Buyer of the breach,  in writing,
         and the  breach  has  continued  without  cure for a period of five (5)
         business days after the written  notice of breach or (B) if the Closing
         shall not have  occurred on or before  December 30, 1998,  by reason of
         the failure of any condition precedent under ss.6(b) hereof that cannot
         be satisfied  through the exercise of  reasonable  best efforts  within
         five (5) business days following  December 30, 1998 (unless the failure
         results  primarily  from  the  Target  breaching  any   representation,
         warranty, or covenant contained in this Agreement);

                           (iv) any Party may terminate this Agreement by giving
         written  notice  to the  other  Party  at any  time in the  event  this
         Agreement  and  the  Merger  fail  to  receive  the   Requisite   Buyer
         Stockholder  Approval or the  Requisite  Target  Stockholder  Approval,
         respectively; and

                  (b)  Effect  of  Termination  If  any  Party  terminates  this
Agreement  pursuant to ss.7(a) above,  all rights and obligations of the Parties
hereunder shall terminate  without any liability of any Party to any other Party
(except for any liability of any Party then in breach); provided,  however, that
the   confidentiality   provisions   contained   in   ss.5(f)   above   and  the
Confidentiality  and  the  Non-Disclosure  Agreement  referenced  therein  shall
survive  any  such  termination;   provided  further,  however,  that  any  such
termination will have no effect on amounts that the Target currently owes or may
owe in the future to the Buyer. Anything herein to the contrary notwithstanding,
termination  of this  Agreement  pursuant to ss.7(a) above shall be the sole and
exclusive  remedy for the breach of any  representation  or  warranty by a Party
under ss.3 or ss.4 above.

         8.       Miscellaneous.

                  (a)  Survival  None of the  representations,  warranties,  and
covenants of the Parties  (other than the  provisions  in ss.2 above  concerning
issuance  of the Buyer  Shares),  the  provisions  of ss.5(i)  above  concerning
continuity of business  enterprise,  the provisions of ss.5(j) above  concerning
the respective employment agreements, the provisions of ss.5(k) above concerning
the Target Designee  Directors,  the provisions of ss.5(s) above  concerning the
Conversion Options, and the provisions of ss.5(t) above concerning  registration

                                       53
<PAGE>

of the Conversion  Options) will survive the Effective Time. This ss.8(a) is not
intended  to limit,  expand,  or  otherwise  affect  the  rights,  remedies,  or
obligations that the Buyer, the Target, or any other Person may have pursuant to
other written agreements referred to in this Agreement or otherwise.

                  (b) Press  Releases and Public  Announcements.  No Party shall
issue any press release or make any public announcement  relating to the subject
matter of this Agreement  without the prior written approval of the other Party;
provided,  however, that any Party may make any public disclosure it believes in
good faith is required  by  applicable  law or any listing or trading  agreement
concerning its  publicly-traded  securities (in which case the disclosing  Party
will use its  reasonable  efforts to advise the other  Party prior to making the
disclosure).

                  (c) No Third Party  Beneficiaries.  This  Agreement  shall not
confer any rights or remedies  upon any Person  other than the Parties and their
respective  successors  and permitted  assigns.  This ss.8(c) is not intended to
limit, expand, or otherwise affect the rights, remedies, or obligations that the
Buyer,  the  Target,  or any other  Person may have  pursuant  to other  written
agreements referred to in this Agreement or otherwise.

                  (d) Entire Agreement.  This Agreement (including the documents
referred to herein)  constitutes  the entire  agreement  between the Parties and
supersedes  any  prior  understandings,  agreements,  or  representations  by or
between the Parties,  written or oral,  to the extent they related in any way to
the subject matter hereof.

                  (e) Succession and Assignmen.  This Agreement shall be binding
upon and inure to the benefit of the Parties  named herein and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the other Party.

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

                  (g) Headings. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

                                       54
<PAGE>

                  (h) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

                  If to the Target:

                  Michael J. Zwebner
                  Videocall International, Inc.
                  1 Canal Park
                  Cambridge, MA  02142

                  Copy to:

                  Alexander Walker, Jr.
                  57 West 200 South
                  Suite 400
                  Salt Lake City, UT  84101


                  If to the Buyer:

                  C. Robert Kline, Ph.D.
                  Legacy Software, Inc.
                  5340 Alla Road
                  Los Angeles, CA 90066

                  Copy to:

                  V. Joseph Stubbs, Esq.
                  Troop Steuber Pasich Reddick & Tobey, LLP.
                  2029 Century Park East, 24th Floor
                  Los Angeles, CA 90067

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but no such  notice,
request, demand, claim, or other communication shall be deemed to have been duly

                                       55
<PAGE>

given  unless and until it actually is received by the intended  recipient.  Any
Party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder  are to be  delivered by giving the other Party
notice in the manner herein set forth.

                  (i)  Governing  Law. This  Agreement  shall be governed by and
construed in accordance  with  applicable  federal laws and the domestic laws of
the State of  Delaware  without  giving  effect to any choice or conflict of law
provision or rule  (whether of the State of Delaware or any other  jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
State of Delaware.

                  (j) Amendments and Waivers. The Parties may mutually amend any
provision  of this  Agreement at any time prior to the  Effective  Time with the
prior authorization of their respective boards of directors;  provided, however,
that any amendment effected  subsequent to stockholder  approval will be subject
to the applicable restrictions contained in the Delaware General Corporation Law
and in the Florida  General  Corporation  Law. No amendment of any  provision of
this Agreement  shall be valid unless the same shall be in writing and signed by
both of the Parties.  No waiver by any Party of any default,  misrepresentation,
or breach of warranty or covenant  hereunder,  whether intentional or not, shall
be deemed to extend to any prior or subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

                  (k) Severability. Any term or provision of this Agreement that
is invalid or  unenforceable  in any  situation  in any  jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

                  (l) Expenses.  Except as herein provided,  each of the Parties
will  bear its own  costs  and  expenses  (including  legal  fees and  expenses)
incurred in connection with this Agreement.  However,  the Buyer will pay at the
Closing (i) the fees of Troop Steuber Pasich Reddick & Tobey, LLP.

                  (m) Construction.  Any reference to any federal, state, local,
or  foreign  statute  or law  shall be  deemed  also to refer to all  rules  and

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<PAGE>

regulations promulgated  thereunder,  unless the context otherwise requires. The
word "including" shall mean including without limitation.

                  (n) Incorporation of Exhibits and Schedules.  The Exhibits and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

                  (o) Venue;  Jurisdiction.  All  actions  with  respect to this
Agreement will be instituted in a state court sitting in Wilmington, Delaware or
in a federal  court in the  State of  Delaware,  subject  to the  provisions  on
arbitration in ss.8(p)  below.  By the execution of this  Agreement,  each Party
irrevocably and unconditionally submits to the jurisdiction (both subject matter
and personal) of each such court and irrevocably and unconditionally waives: (a)
any  objection  such Party might now or hereafter  have to the venue in any such
court; and (b) any claim that any action or proceeding brought in any such court
has been brought in an inconvenient forum.

                  (p)  Arbitration.  Any disputes  arising out of this Agreement
and the transactions  among the Parties  contemplated by this Agreement shall be
settled by binding arbitration to be held in Wilmington,  Delaware in accordance
with the rules of the American Arbitration Association.  Judgment upon any award
rendered by any arbitrator may be entered in any court having jurisdiction.  The
statute of limitations,  estoppel,  waiver,  laches, and similar doctrines which
would  otherwise  be  applicable  in an  action  brought  by a  party  shall  be
applicable in any arbitration proceeding, and the commencement of an arbitration
proceeding  shall be deemed the  commencement  of an action for these  purposes.
This ss.8(p) is not intended to limit,  expand,  or otherwise affect the rights,
remedies,  or obligations  that the Buyer,  the Target,  or any other Person may
have  pursuant to other  written  agreements  referred to in this  Agreement  or
otherwise.

                  (q) Attorneys'  Fees.  Each Party agrees that the losing party
in any suit or action shall  reimburse the  prevailing  party for its reasonable
costs, expenses, and attorney's fees incurred in any action brought to determine
the rights of the Parties hereunder.



                           IN WITNESS WHEREOF,  the Parties hereto have executed
this Agreement as of the date first above written.


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<PAGE>



Legacy Software, Inc.


By: William Sliney
- ------------------
Title: Vice President/CFO
- -------------------------


Legacy Software Acquisition, Inc.


By: 
- ------------------
Title:
- -------------------------


Videocall International Corporation


By: Michael Zwebner
- -------------------
Title: Chairman
- ---------------



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