COMPUTER LANGUAGE RESEARCH INC
8-K, 1995-12-18
COMPUTER PROCESSING & DATA PREPARATION
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<PAGE>





                                        
                                        
                                  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                               DECEMBER 2, 1995
                        (Date of earliest event reported)
                                        
                                        
                                        
                                        
                        COMPUTER LANGUAGE RESEARCH, INC.
             (Exact name of registrant as specified in its charter)
                                        
                                        
                                        
                                        
                                        
                                        
                 Texas                     0-12311              75-1297386
    (State or other jurisdiction of     (Commission         (I.R.S. Employer
     incorporation or organization)     File Number)       Identification No.)

  2395 Midway Road, Carrollton, Texas                             75006
(Address of principal executive offices)                       (Zip Code)
                                        
                                 (214) 250-7000
              (Registrant's telephone number, including area code)











<PAGE>
Item 2.   ACQUISITION OR DISPOSITION OF ASSETS.

On  December 2, 1995, Computer Language Research, Inc. (the "Company")  acquired
substantially  all  of  the  assets  of the corporate  tax  compliance  software
business of Price Waterhouse LLP ("PW").  Such assets include software, customer
lists,  research  and  development ("R&D"), a trained  work  force  and  similar
intangible assets.  The purchase price consists of $11.5 million of cash paid at
closing, the assumption of obligations associated with the purchased assets, and
an  agreement by the Company to provide certain software support and maintenance
services  on behalf of PW to certain PW licensees pursuant to software  licenses
not  purchased by the Company.  The Company paid the cash due at closing out  of
its  current cash balance.  The Company currently anticipates that a portion  of
the  purchase price will be written off in 1995 as in-process R&D.   As  of  the
date of this filing, the proper accounting treatment for the accrued support and
maintenance  obligations  and  the  R&D had not  been  determined  and  will  be
disclosed in the amendment to this Form 8-K (see Items 7(a) and (b) below).  The
R&D write-off coupled with seasonal and other losses from the acquired  business
could  reduce pre-tax operating results in the fourth quarter of 1995 by several
million dollars.

The  acquisition  was  the  result of arms-length  negotiations  with  unrelated
parties and will be treated as a business combination under the purchase  method
of accounting.


Item 5.  OTHER EVENTS.

Also  on December 2, 1995, the Company entered into (1) a five-year sole  source
agreement to license its GoSystem and related software to PW for their  internal
use,  and  (2)  a  multi-year consulting agreement with PW  whereby  certain  PW
partners will be made available to the Company on a full-time basis to assist it
in integrating the newly acquired business and otherwise assisting the Company's
corporate tax software compliance business.


Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.

(a)  Financial Statements

     As  of  the  date of filing of this report on Form 8-K, it is impracticable
     for  the  Registrant to provide the financial statements required  by  this
     Item  7(a).   In  accordance with Item 7(a)(4) of Form 8-K, such  financial
     statements  shall be filed by amendment to this Form 8-K no later  than  60
     days after December 18, 1995.

(b)  Pro Forma Financial Information

     As  of  the  date of filing of this report on Form 8-K, it is impracticable
     for  the Registrant to provide the pro forma financial information required
     by  this  Item  7(b).   In  accordance with Item 7(b)  of  Form  8-K,  such
     financial information shall be filed by amendment to this Form 8-K no later
     than 60 days after December 18, 1995.

(c)  Exhibits

      2.01  Agreement for the Purchase and Sale of Certain Assets

     99.01  Press Release

<PAGE>
SIGNATURES

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


                               COMPUTER LANGUAGE RESEARCH, INC.


DATE:  December 18, 1995       By:  M. Brian Healy
                                    Group Vice President, Finance and
                                    Administration and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)









































<PAGE>
                                    AGREEMENT
                                     FOR THE
                                PURCHASE AND SALE
                                       OF
                                 CERTAIN ASSETS


THIS  AGREEMENT  FOR  THE PURCHASE AND SALE OF CERTAIN ASSETS  is  made  by  and
between Buyer (as defined below) and Seller (as defined below).


INTENDING  TO  BE  LEGALLY BOUND, and in consideration of the premises  and  the
mutual  representations, warranties, covenants and agreements contained  herein,
Buyer and Seller hereby agree as follows:


                                   ARTICLE ONE
                                   DEFINITIONS
                                        
ACCOUNTS  PAYABLE means any and all amounts incurred by Seller in  operation  of
the  Business (including, appropriate accruals for expenses such as salaries and
commissions)  which are unpaid as of the close of business on the day  prior  to
the  Effective Time calculated in accordance with generally accepted  accounting
principles.

AFFILIATE  means  any Person that directly, or indirectly through  one  or  more
intermediaries,  Controls or is Controlled by, or is under common  Control  with
Seller or Buyer, as the case may be.

AGREEMENT  means this Agreement for the Purchase and Sale of Certain Assets  and
all and any attachments, exhibits, schedules or the like hereto.

ANCILLARY  AGREEMENTS(S)  means  any of the  following  agreements  between  the
Parties  each  dated  the  date hereof:  a sublease of  a  portion  of  Seller's
premises  located  at  55  East  Monroe Street,  Chicago,  Illinois  60603  (the
"Sublease");  a software and support services agreement whereby CLR will provide
certain support required of Seller under the AYCE Agreements (the "Software  and
Support  Services  Agreement"); an agreement between the Parties  providing  for
Seller  to  provide  Buyer with certain transition services and  equipment  (the
"Transition Agreement"); and an agreement whereby Seller will provide support of
PW/Wire commitments embedded in certain "retail" Contracts being Transferred  to
Buyer (the "PW/Wire Service Agreement").

ASSUMED LIABILITIES means those liabilities expressly assumed by Buyer under the
terms  of  Section 2.3 of this Agreement and associated with the  Seller  Assets
being Transferred pursuant to this Agreement.

AYCE  AGREEMENT  means  any of the software and services  agreements  listed  in
Schedule  I  to  the  Software  and  Support Services  Agreement  (an  Ancillary
Agreement).

BUSINESS   means   the  designing,  developing,  licensing,   distributing   and
maintaining  of tax compliance software for corporations, including  the  Seller
Software,  carried on and conducted by Seller from offices located  at  55  East
Monroe  Street, Chicago, Illinois 60603, 1221 Avenue of the Americas, New  York,
New  York 10020 and 555 California Street, San Francisco, California 94104 under
the tradenames "TMS" and "Price Waterhouse Tax Technology Group."


<PAGE>
BUYER  means  Computer  Language Research, Inc., a Texas corporation,  with  its
headquarters  office  located at 2395 Midway Road,  Carrollton,  Dallas  County,
Texas 75006.

BUYER  CLOSING  DOCUMENTS  means the documents  so  identified  in  the  closing
memorandum relating to the consummation of the transactions contemplated by this
Agreement.

BUYER  DISCLOSURE SCHEDULE means the schedule which discloses with particularity
exceptions  to the Buyer's representations and warranties in this Agreement  and
which  identifies  by  number  the section and subsection  to  which  each  such
disclosure relates.

BUYER INDEMNIFIED LIABILITIES means the matters described in Section 8.1 and the
subparts  thereto, such liabilities being individually referred to as  a  "Buyer
Indemnified Liability".

BUYER  INDEMNIFIED PARTIES means Seller and its Affiliates and their  respective
Partners,   Employees,   agents,   consultants,   representatives,   successors,
transferees and assigns (other than Buyer).

CASH CREDIT means a cash adjustment of a payment obligation to a Customer in the
form of an actual payment of cash to the Customer.

CLAIM(S)  means all litigation (at law or in equity or admiralty and before  any
Governmental  Entity),  suits,  causes  of  action,  proceedings,  arbitrations,
mediations,  appeals,  injunctions, stays, orders, proceedings,  investigations,
complaints, summons, subpoenas, demands, adverse verdicts, grievances,  setoffs,
claims   (including  Customer  claims  for  Credits),  losses,  costs,  expenses
(including   interest,  penalties  and  reasonable  attorneys'  fees  (including
attorneys'  fees  on appeal) and disbursements), fines, Taxes, levies,  imposts,
duties,  deficiencies, assessments, awards, charges, penalties, damages (whether
direct  or  indirect, actual, punitive or consequential) or judgments (including
those on or subject to appeal) of any kind or nature whatsoever.

CLAIM NOTICE is defined in Section 8.3.

CLOSING is defined in Section 7.1.

CLOSING DATE means December 2, 1995.

COMPILED  CODE  means the computer executable embodiment of  the  assembly-level
(human readable) computer code which has been compiled into executable files.

CONSENT  means  any  consent, approval, order, authorization,  acceptance  of  a
registration or filing, or grant of an exemption.

CONSTRUCTIVE KNOWLEDGE means (i) with regard to the Seller, the knowledge  which
George Chan, Stephen D. Desmond, Jin J. Lee, Colleen T. Enghauser, Christine  M.
Ingold or Nyles B. Schumaker would have had upon a reasonable investigation  and
upon  the  exercise of a reasonable level of skill, care and  diligence  in  the
performance  of  such  person's job, and (ii) with  regard  to  the  Buyer,  the
knowledge which a director, officer or manager would have had upon the  exercise
of  a  reasonable level of skill, care and diligence in the performance of  such
person's job.




<PAGE>
CONTRACT  means  any  contract, arrangement, agreement,  bond,  license,  lease,
indenture,  instrument,  promissory note, mortgage, deed  of  trust,  franchise,
option,  permit,  indenture, authorization or other legally binding  commitment,
whether  oral  or  written, and all copies and tangible embodiments  thereof  in
whatever form or medium.

CONTRACT  RIGHTS  mean  any and all of the rights of a party  under  a  Contract
(including  any  Claims,  rights  or benefits arising  thereunder  or  resulting
therefrom, all rights to enforce, receive payments, rentals, royalties, licenses
fees  or  the like), and all copies and tangible embodiments thereof in whatever
form or medium.

CONTROL  (including  the  term "Controlled by") means  the  right  to  exercise,
directly  or  indirectly,  the power to direct or cause  the  direction  of  the
management  and  policies of a Person, whether through the ownership  of  voting
securities, by contract, or otherwise.

COPYRIGHT  means  current,  abandoned and  expired  registered  or  common  law,
domestic  and  foreign, copyrights and any applications,  renewals  and  records
related thereto, and all attendant statutory rights associated therewith.

CREDIT means a Cash Credit or a Non-Cash Credit.

CUSTOMER(S)  means,  with  respect to the Business,  any  and  all  of  Seller's
customers, clients or licensees.

DOCUMENTATION  means  any and all documentation and specifications,  addressing,
INTER  ALIA,  requirements,  capabilities, limitations,  functionality,  design,
operation  and  maintenance  of  Software  (including  work  in  progress)   and
Equipment.

EFFECTIVE TIME means 12:01 a.m. Chicago time on November 1, 1995.

EMPLOYEE(S) means present or former employees or retirees of the Business or
their beneficiaries, heirs, dependents, legatees, administrators or legal
representatives.

ENCUMBRANCES  means  liens,  pledges,  mortgages,  security  interests,  Claims,
charges, options, and encumbrances, except for Permitted Liens.

EQUIPMENT means cubicles (and the office furniture relating thereto).

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

EXCLUDED  ASSETS  means  those  assets of the Business  which  are  specifically
identified in the Schedule of Excluded Assets attached hereto.

GOVERNMENTAL   ENTITY   means  any  court,  tribunal,   administrative   agency,
commission,  board,  bureau, instrumentality, legislature, government  or  other
governmental  or  judicial authority, whether foreign, federal,  state,  county,
municipal, special purpose or other.

INDEMNIFIED  PARTY means, when used in connection with a particular  indemnified
Claim,  the  Party,  along with its Affiliates, Partners, Employees,  employees,
shareholders,   directors,   officers,  agents,  consultants,   representatives,
successors,  transferees and assigns, having the right to  be  indemnified  with
respect to such indemnified Claim by the other Party.


<PAGE>
INTERIM PERIOD is defined in Section 9.17.

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

KNOWLEDGE  means  (i) with regard to the Seller, any fact or matter  within  the
actual  knowledge or Constructive Knowledge of George Chan, Stephen D.  Desmond,
Jin J. Lee, Colleen T. Enghauser, Christine M. Ingold or Nyles B. Schumaker, and
(ii)   with   regard  to  the  Buyer,  any  fact  or  matter,  after  reasonable
investigation, within the actual knowledge or Constructive Knowledge of Buyer's,
directors, officers and managers.

LEGAL  REQUIREMENT  means  any approval, authorization,  award,  code,  consent,
decree, enactment, injunction, judgment, law, license, ordinance, order, Permit,
requirement, rule, regulation, statute, stay, restraining order, or writ of  any
Governmental Entity.

MAKE AVAILABLE is defined in Section 4.1.1.

MISCELLANEOUS  PERSONAL  PROPERTY  means  choses  in  action  (where  Seller  is
claimant),  customer  lists, finished goods, guaranties  (running  in  favor  of
Seller), office supplies, product and purchase orders, Permits, Records, refunds
from  suppliers  and  rights to refunds from suppliers, sales  orders,  supplier
lists,  and  all  other tangible and intangible personal property  not  included
within  the  definitions  of Software, Proprietary Rights,  Contracts,  Contract
Rights and Equipment.

NON-CASH  CREDIT  means  a  non-cash adjustment of a  payment  obligation  to  a
Customer  other  than an immediate cash payment and includes  future  discounts,
price  concessions, price adjustments and non-cash rebates and all Credits other
than Cash Credits.

NON-COMPETING PERSON(S) is defined in Section 4.1.1.

NON-STANDARD  TERM  means  any  oral  or  written  provision,  term,  condition,
obligation, duty, standard, agreement, promise or understanding contained in (or
implied  from any custom of the trade or course of dealing) any Seller  Customer
Contract which is materially different from, in addition to, or absent from  the
terms and conditions of a Standard Form Customer Contract.

NOTICE ADDRESS means (i) for the Seller:  1177 Avenue of the Americas, New York,
New  York  10036, and (ii) for the Buyer:  2395 Midway Road, Carrollton,  Dallas
County, Texas 75006.

OPERATIVE DOCUMENTS means this Agreement, the Ancillary Agreements and  all  and
any  attachments,  exhibits, schedules or the like thereto, the  Seller  Closing
Documents and the Buyer Closing Documents.

PARTIES means collectively Buyer and Seller.

PARTNER(S) means present and former partners of Seller assigned to the Business,
and,  where  permissible in the context, their beneficiaries, heirs, dependents,
legatees, administrators or legal representatives.







<PAGE>
PARTNER  OR EMPLOYEE OBLIGATION means any obligation to any Partner or  Employee
related  to  an  employment or partnership relationship between Seller  and  the
Partner  or  Employee, including (i) obligations to pay any salary,  commission,
bonus,  overtime, prize, award, or severance; (ii) obligations pursuant  to  any
employee  pension or savings plan, any employee welfare benefit plan, any  plan,
policy  or  provision for hospitalization, medical, dental,  survivor  benefits,
life  insurance,  disability,  paid  leave  of  absence,  vacation,  perquisite,
severance,  unemployment  insurance, worker's  compensation;  (iii)  obligations
relating  to  any other claims or expenses relating to any Partner  or  Employee
individually or to the Employees collectively; (iv) obligations arising from any
custom, understanding, practice, assurance or usage existing between Seller  and
any  Partner  or  Employee  individually  or  with  the  Partners  or  Employees
collectively; or (v) obligations arising from any Seller personnel  policies  or
from  any  written or oral notifications, communications, statements, assurances
or  promises by Seller applicable to any Partner or Employee individually or  to
the Partners or Employees collectively.

PARTY means any one of the Parties.

PARTY  INDEMNIFYING means, when used in connection with a particular indemnified
Claim,  the  Party having an obligation, under this Agreement, to indemnify  the
other Party or Parties with respect to such indemnified Claim.

PATENTS mean current, abandoned and expired, domestic or foreign, letters patent
and  any  applications  and Records related thereto, and  all  statutory  rights
attendant associated therewith.

PERMIT  means  any license (including business operation licenses),  concession,
franchise,  permit (including environmental permit), authorization, certificate,
approval,  sign-off, registration or other approval and any license  granted  by
any  Governmental Entity in connection with the operation of the Business or the
ownership, use or maintenance of any asset of the Business, provided,  that  any
permits do not include any professional licenses of Seller or any Partner.

PERMITTED  LIENS  mean liens for taxes not yet due and payable;  deposits  under
workmen's  compensation,  unemployment  insurance,  social  security  and  other
similar  laws;  liens which arise by operation of law under  Article  2  of  the
Uniform Commercial Code in favor of unpaid sellers of goods or prepaying  buyers
of  goods; liens securing claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other similar Persons.

PERSON   means  any  individual,  proprietorship,  partnership,  joint  venture,
corporation,  limited  liability  company,  association,  trust,  unincorporated
organization, Governmental Entity or other entity.  Such term shall not  include
the Parties.

POST EFFECTIVE TIME BUSINESS is defined in Section 9.17.

PROHIBITED  PRODUCT means any computer-based tax compliance product  capable  of
producing  any  corporate  income tax returns.  In no instance  shall  the  term
Prohibited  Product  refer to any computer-based product  which  cannot  produce
corporate income tax returns.

PROPRIETARY INFORMATION is defined in Section 4.3.





<PAGE>
PROPRIETARY RIGHT(S) means Patents, Copyrights, logos, trade names, trade dress,
Trademarks,   service  marks,  brand  names,  product  or  service   names   and
designations, designs, schematics, know-how, technology, Trade Secrets, Software
and   other  intangible  proprietary  or  confidential  information  or  rights,
including  all  renewals,  applications,  reversionary  rights,  moral   rights,
subsidiary  rights,  and  goodwill associated  therewith,  and  all  copies  and
tangible embodiments thereof in whatever form or medium.

PURCHASE PRICE is defined in Section 2.4.

RECORD(S) means those books, documents, software, records, files (including file
wrappers for all Trademarks and Copyrights included within the Seller Assets and
for all expired or abandoned trademarks, copyrights and patents directly related
to the operation of the Business), Permits, operating and procedures manuals and
all other documents and instruments relating principally to the operation of the
Business  and  the use of the other Seller Assets.  Records shall include:   (i)
all  correspondence (internal or external and regardless of  media  or  format),
settlement   agreements,   agreements  (including  all  attachments,   exhibits,
schedules  and  the  like thereto) relating to the acquisition  of  any  of  the
Software  by  Seller for use in the Business; (ii) the physical  embodiment,  in
whatever  form  or medium, of all Proprietary Rights and all Contracts  and  all
other  documentation relating to any Contract arising from the operation of  the
Business  and whether or not presently in effect; (iii) the physical  embodiment
of  all  non-disclosure/confidentiality  agreements,  including  all  "Statement
Requirements  for Partners and Staff" executed by any Partner or Employee;  (iv)
the  physical embodiment of all agreements with independent contractors, outside
programmers, outside developers, outside consultants and the like; and  (v)  all
employee  and  client  training materials in whatever  form,  media  or  format,
including  self-study  training  guides, seminar  materials,  and  audio  visual
materials.

RECONCILIATION SCHEDULE is defined in Section 9.17.

RESTRICTED PERIOD is defined in Section 4.1.1.

REFUND  means  any payment to a Customer pursuant to a Seller Customer  Contract
provision which entitles such Customer to a refund or where the initial  payment
by Customer was in error as to amount.

SELLER  means  Price  Waterhouse LLP, a Delaware  registered  limited  liability
partnership having a registered office located at One Rodney Square, 10th Floor,
P.O. Box 5512, Wilmington, Delaware 19899.

SELLER  ASSETS  mean all of the properties and assets owned,  licensed,  leased,
possessed,  controlled or used by Seller in the operation  and  conduct  of  the
Business  or  which are necessary for the continued conduct of the  Business  as
such was conducted by Seller (assuming adequate personnel) immediately prior  to
the  Closing,  wherever located, including the assets reflected on  the  balance
sheet as of October 31, 1995, Seller Customer Lists, Seller Owned Assets, Seller
Leased  Assets,  Seller Licensed Assets, Seller Contracts, Seller Documentation,
Seller Equipment, Seller Miscellaneous Personal Property, and Seller Proprietary
Rights.  Seller Assets shall not include any of the Excluded Assets.

SELLER  CLOSING  DOCUMENTS  mean the documents  so  identified  in  the  closing
memorandum relating to the consummation of the transactions contemplated by this
Agreement.



<PAGE>
SELLER CONTRACT means any Contract, and the associated Contract Rights, to which
Seller  is  a  party or to which Seller has any rights and which  arose  in  the
course  of  operation  of  the Business by Seller.  Seller  Contract  shall  not
include any of the Excluded Assets.

SELLER CONTRACT SCHEDULES means the schedules required by Section 3.3.1 of  this
Agreement.

SELLER  CUSTOMER CONTRACT means a Seller Contract, other than an AYCE Agreement,
where Seller is licensor and a Customer is the licensee of Seller Software.

SELLER   CUSTOMER  LIST(S)  means  any  and  all  existing  written  or  digital
information  and  documentation  currently possessed  or  controlled  by  Seller
relating  to  any  and all of Seller's past or present Customers  or  prospects,
including,  to  the  extent  such exist, their names, street  addresses,  e-mail
addresses,  Internet home page addresses, telephone numbers, facsimile  numbers,
and principal contacts.

SELLER DISCLOSURE SCHEDULE means the schedule which discloses with particularity
exceptions to the Seller's representations and warranties in this Agreement  and
which  identifies  by  number  the section and subsection  to  which  each  such
disclosure relates.

SELLER  DOCUMENTATION means the Documentation relating to  Seller  Software  and
Seller Equipment, except for Excluded Assets.

SELLER EQUIPMENT means all Equipment at 55 East Monroe Street, Chicago, Illinois
60603 used by Employees who become employees of Buyer following the transactions
contemplated herein.

SELLER  FINANCIAL  STATEMENTS  mean the financial  statements  of  the  Business
attached to this Agreement as Schedule One.

SELLER  INDEMNIFIED LIABILITIES means the matters described in Section  8.2  and
the  subparts  thereto, such liabilities being individually  referred  to  as  a
"Seller Indemnified Liability".

SELLER  INDEMNIFIED PARTIES means Buyer and its Affiliates and their  respective
directors,    shareholders,    officers,   employees,    agents,    consultants,
representatives, successors, transferees and assigns (other than Seller).

SELLER  LEASED  ASSETS mean all of the tangible and intangible, personal  assets
leased by Seller, as lessee, and used by Seller in the Business, except for  the
Excluded  Assets,  and  shall  include all of the assets  set  forth  on  Seller
Contract Schedule Five.

SELLER  LICENSED ASSETS mean all of the tangible and intangible, personal assets
licensed by Seller, as licensee, and used by Seller in the Business, except  for
the  Excluded  Assets, and shall include all of the assets set forth  on  Seller
Contract Schedule Three.

SELLER  MISCELLANEOUS PERSONAL PROPERTY means all of the Miscellaneous  Personal
Property  used, owned, leased or licensed by Seller in the Business, except  for
the  Excluded  Assets, and shall include all of the assets set forth  on  Seller
Owned Asset Schedule One.




<PAGE>
SELLER  OWNED  ASSETS  means  all  of  the  tangible  and  intangible,  personal
properties and assets owned by Seller and used by Seller in the Business, except
for  the Excluded Assets, and shall include all of the assets set forth  on  the
Seller Owned Asset Schedules.

SELLER  OWNED  ASSET SCHEDULES means the schedules required by  Sections  3.2.6,
3.5.1 and 3.6.1 of this Agreement.

SELLER  PROPRIETARY RIGHTS means all of the Proprietary Rights owned,  licensed,
leased,  or  used  by  Seller in the Business or which  are  necessary  for  the
continued  conduct  of the Business as such was conducted by Seller  immediately
prior to the Closing, except for Excluded Assets.

SELLER  SOFTWARE  means all of the Software developed by, owned by,  distributed
by,  licensed  to, licensed by, leased to, leased by or used by Seller,  at  any
time,  in  the Business or which is necessary for the continued conduct  of  the
Business,  assuming  adequate  personnel,  as  such  was  conducted  by   Seller
immediately  prior to the Closing, including the Software set  forth  on  Seller
Owned Asset Schedule Three.

SOFTWARE means Source Codes, Compiled Codes and object codes, together with  all
Documentation,   updates,   enhancements,   modifications,   current   versions,
derivative  works  based on current versions, prior versions,  derivative  works
based  on  prior versions, and work(s) in progress (including those relating  to
corrections,  modifications,  or  enhancements)  and  all  copies  and  tangible
embodiments thereof in whatever form or medium.

SOURCE  CODE means, to the extent such exist in a given instance, (i)  assembly-
level  code  or  other human readable version of the code; (ii)  a  full  source
language  statement  of  the program; (iii) all developer  notes,  comments  and
annotations, including a description of the system/program generation; (iv)  the
names  of  the  key  developer(s); (v) all written  information,  including  all
technical   documentation  (including  cover,  body  copy  and   illustrations),
necessary for a reasonably skilled third party programmer to understand, create,
maintain, modify and/or enhance a program without the aid of the original writer
of the code or of any other person and without reference to any other materials;
(vi)   internal  documentation,  internal  specifications,  flow  charts,  logic
diagrams,  decision trees and other information or material used or prepared  by
programmers for internal use in developing, testing, using, or documenting  such
software; (vii) all maintenance tools and documentation, including test programs
and  program  specifications;  (viii) all  proprietary  or  third  party  system
utilities,  including  compiler  and  assembler  descriptions;  and   (ix)   all
proprietary  or  third party software programs necessary for the  efficient  use
and/or support of a program.

STANDARD  FORM  SELLER  CUSTOMER CONTRACT means  a  pre-printed,  standard  form
Software  license  agreement (including any "shrink wrap" or "box  top"  license
agreements and "beta test" agreements) or pre-printed, standard attachment to  a
Software  license  agreement setting forth terms and conditions,  and  currently
used by Seller as licensor of Seller Software.









<PAGE>
TAX(ES)  means  any  federal, state, local and foreign  tax,  assessment,  duty,
impost,  tariff, registration fee, including, without limitation, the following:
alternative   or  add-on  minimum,  capital  stock,  disability,   environmental
(including  taxes  under  Internal Revenue Code Sec.  59A),  estimated,  excise,
franchise,  gross  receipts,  income,  license,  occupation,  payroll,  personal
property,  premium,  production,  profits, real property,  registration,  sales,
severance,  social  security (or similar), stamp, transfer,  unemployment,  use,
value  added, windfall profits, withholding, as well as any interest,  additions
or  penalties relating thereto and any interest in respect of such additions  or
penalties, whether disputed or not.

TRADE  SECRET(S) means non-copyrightable elements of Software and  confidential,
proprietary  business information not made public by means of any disclosure  or
reporting  made pursuant to a Legal Requirement, including ideas,  research  and
development, know-how, formulas, compositions, production processes, algorithms,
routines,  data formats, fields, techniques, technical data, designs,  drawings,
specifications,  client and supplier lists, pricing and  cost  information,  and
business and marketing plans and proposals.

TRADEMARK(S)  means  registered or common law, domestic  or  foreign,  state  or
federal trade names, trademarks and service marks and any applications, renewals
and  Records  related thereto, and all attendant statutory rights  and  goodwill
associated therewith.

TRANSFER  (including  the term "Transferred") means the process  whereby  Seller
sells,  conveys, transfers, assigns and/or delivers all of its right, title  and
interest  in  and  to  a Seller Asset to Buyer and Buyer purchases  and  accepts
delivery of that Seller Asset from Seller.


                                   ARTICLE TWO
                                PURCHASE AND SALE
                                        
2.1   TRANSFER   OF   SELLER   ASSETS.   Subject  to  the   terms,   conditions,
representations,  warranties and covenants set forth in this Agreement,  at  the
Closing,  effective  as  of  the Effective Time,  the  Seller  Assets  shall  be
Transferred,  in  consideration of the payment of the  Purchase  Price  and  the
assumption of the Assumed Liabilities by Buyer.

2.2   RETENTION  OF  EXCLUDED ASSETS:  The Schedule of Excluded Assets  attached
hereto  lists  those assets of the Business which shall not  be  Transferred  to
Buyer  by  Seller  at the Closing and which do not represent  any  part  of  the
Buyer's consideration (the "Excluded Assets").

2.3   LIABILITIES BEING ASSUMED.

      2.3.1  Subject to the terms and conditions of this Agreement, Buyer, after
the  Effective  Time,  shall undertake, assume and agree  to  perform,  pay,  or
discharge,  in  accordance  with  their terms, to  the  extent  not  theretofore
performed,  paid or discharged, the following:  all of the executory obligations
and   liabilities  (including  warranty  obligations)  pursuant  to  the  Seller
Contracts set forth on Seller Contract Schedules One, Three, Four, Five, and Six
arising  after  the Effective Time; provided, that, Buyer is not undertaking  to
perform  any obligations or liabilities the sole time for performance  of  which
was between the Effective Time and the Closing Date.

      2.3.2  It  is  expressly  understood  and  agreed that Buyer shall not be 
liable for  any  of  the  obligations or liabilities of Seller of any kind  and
nature whatsoever other than the Assumed Liabilities.
<PAGE>
      2.3.3   Assumed  Liabilities, without limitation, do not include  (i)  any
obligation under any AYCE Agreement, (ii) any liability of Seller for the unpaid
Taxes of Seller or any other Person arising after the Effective Time other  than
Taxes relating to the Seller Assets, (iii) any obligation of Seller to indemnify
any  Person  by  reason of the fact that such Person was a partner,  Partner  or
Employee,  or  agent of Seller, whether such indemnification is  for  judgments,
damages,  penalties, fines, costs, amounts paid in settlement, losses, expenses,
or  otherwise  and  whether  such  indemnification  is  pursuant  to  any  Legal
Requirement,  partnership  document, agreement, or otherwise,  (iv)  any  loans,
guarantees  or  the  like  made by Seller as debtor or guarantor,  (v)  Seller's
Accounts  Payable  as of the Effective Time (unless expressly  and  specifically
assumed), including expenses incurred in the operation of the Business prior  to
the Effective Time which are billed or paid after the Effective Time.

      2.3.4  Buyer shall not be considered or deemed a successor employer  under
any  provision of this Agreement.  Buyer shall not be liable for any Partner  or
Employee  Obligation.  No Partner or Employee Obligation shall be considered  or
deemed  to  be  an Assumed Liability. Nothing contained in this Agreement  shall
obligate  Buyer  to honor any Partner or Employee Obligation or to  provide  any
benefit,   including   any   severance  benefit  or   post-termination   benefit
continuation,  to any Partner or Employee regardless of whether  an  Partner  or
Employee  becomes an employee of Buyer, remains a Partner or Employee of  Seller
or  is  terminated by Seller. Nothing contained in this Agreement shall obligate
Buyer  to make any offer of employment to, or to employ in any capacity,  or  to
continue  the employment of any particular Partner or Employee of the  Business.
Nothing in this Agreement, expressed or implied, shall or is intended to  confer
upon any Person, including, any of the Partners or Employees, job applicants, or
any  association or group of such persons, any rights or remedies of any  nature
or  kind  whatsoever, including without limitation, any rights of employment  or
severance.   No Partner or Employee is to be considered or deemed a third  party
beneficiary under any provision of this Agreement.

2.4   PURCHASE  PRICE.   Subject  to  the  terms,  conditions,  representations,
warranties  and covenants set forth in this Agreement, Buyer shall pay  by  wire
transfer to Seller, as the purchase price for the Seller Assets:  Eleven Million
Five Hundred Thousand Dollars (U.S. $11,500,000), in immediately available funds
at  the Closing (the "Purchase Price").  Payment of the Purchase Price shall  be
deemed  to  have  been made contemporaneously with the Transfer  of  the  Seller
Assets.


                                  ARTICLE THREE
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Except as disclosed on the Seller Disclosure Schedule, Seller, as of the Closing
Date, represents and warrants to Buyer as follows:

3.1   ORGANIZATION, STANDING, AUTHORITY, POWER, AND CONSENTS.

      3.1.1 Seller is a registered limited liability partnership duly organized,
validly existing and in good standing under the laws of the State of Delaware.

      3.1.2  Seller has all requisite power and authority to own, lease, license
and  operate the assets and properties associated with the Business and to carry
on the Business as now being conducted.




<PAGE>
      3.1.3  Seller is duly qualified and  in  good  standing  to do business in
each jurisdiction where required in order for the Business to operate lawfully 
or where a failure  to  so qualify would have a material adverse  effect on  the
Business.

      3.1.4  Seller has all requisite power, authority and legal right to  enter
into,  execute,  and  deliver  the Operative Documents  and  to  consummate  the
transactions  and  perform  and discharge the obligations  contemplated  by  the
Operative Documents.

      3.1.5  The execution and delivery by Seller of the Operative Documents and
the  consummation by Seller of the transactions contemplated hereby and  thereby
have  been duly authorized by all necessary partnership action.  Seller's Office
of  the  Chairman  has approved the transactions contemplated by  the  Operative
Documents and has authorized the partner whose name appears below to execute the
Operative Documents on behalf of the Seller.

      3.1.6  The execution and delivery of the Operative Documents by Seller has
not,  and  the consummation of the transactions contemplated hereby and  thereby
will  not  (i) violate the terms of any Seller Contract or Legal Requirement  to
which  Seller  is  a  party,  (ii) give rise to  any  right  of  termination  or
cancellation of any Seller Contract to which Seller is a party, (iii) result  in
the acceleration of any obligation of Seller, (iv) result in the creation of any
Encumbrance on, against or affecting any Seller Asset, or (v) cause any  default
or  violation of any term, condition or provision of any governing instrument of
Seller.

      3.1.7   The  Operative Documents have been duly executed and delivered  by
Seller.

      3.1.8   Each  of the Operative Documents constitutes a valid  and  binding
obligation of Seller enforceable in accordance with its terms, except that  such
enforceability may be subject to:  (i) bankruptcy, insolvency, reorganization or
other  similar laws relating to enforcement of creditors' rights generally,  and
(ii) general equitable principles.

3.2   SELLER OWNED ASSETS.

      3.2.1   Buyer  will receive good and marketable title to the Seller  Owned
Assets  free  and clear of any Encumbrances of any nature, except for  Permitted
Liens,  and Seller has sole, exclusive, transferable and good right,  title  and
interest in and to all of the Seller Owned Assets.

      3.2.2   Seller has not agreed to transfer any Seller Owned  Asset  to  any
Person other than pursuant to this Agreement or to a Contract listed on a Seller
Contract Schedule.

      3.2.3   All tangible Seller Assets used in the operation  of  the Business
are in satisfactory condition and repair for the  requirements  of  the Business
(assuming adequate personnel) as presently conducted.

      3.2.4   All Seller Owned Assets, except Seller Contracts, are Transferable
without the Consent of any Person not already obtained.

      3.2.5  Seller Owned Asset Schedule One sets forth a true and complete list
and  description  of the Seller owned Miscellaneous Personal Property  (not  set
forth  on any other Seller Owned Asset Schedule and with an individual value  in
excess of five thousand dollars (US $5,000)).

<PAGE>
3.3   SELLER CONTRACTS.

      3.3.1   Seller Contract Schedules

         3.3.1.1  Seller Contract Schedule One sets forth, with regard  to  each
Seller  Customer Contract, except for AYCE Agreements, the name of the licensee,
the  program of Seller Software (as listed on Seller Owned Asset Schedule Three)
licensed,  the  termination date, and the license fees (if  different  from  the
Seller  pricing  schedule provided to Buyer along with Seller Contract  Schedule
One);

         3.3.1.2  Seller Contract Schedule One also sets forth (i)  a  true  and
substantially complete list of all Seller Customer Contracts which  are  not  in
the  form of a Standard Form Seller Customer Contract or which contain (y)  Non-
Standard  Terms  or  (z) any written amendment, and (ii)  a  true  and  complete
description of the nature of the variation from the terms and provisions of  the
Standard Form Seller Customer Contract;

         3.3.1.3  Seller  Contract  Schedule Two  contains  true,  substantially
complete  and legible exemplars of each and every Standard Form Seller  Customer
Contract currently used by Seller in connection with the Business;

         3.3.1.4  Seller  Contract  Schedule  Three  contains  (i)  a  true  and
substantially  complete  list  of  Seller Contracts  involving  the  license  of
Software  wherein Seller is licensee, and (ii) a true and substantially complete
description of the terms and conditions thereof;

         3.3.1.5  Seller  Contract  Schedule Four contains  true,  complete  and
legible  copies of Seller Contracts involving the license of Proprietary  Rights
(other than Software) wherein Seller is (i) licensor or (ii) licensee;

         3.3.1.6  Seller  Contract  Schedule Five contains  true,  complete  and
legible  copies  of  Seller Contracts involving the lease of  Equipment  wherein
Seller is lessee;

         3.3.1.7  Seller  Contract Schedule Six sets forth  true,  complete  and
legible copies of all Software development Contracts entered into by Seller with
third  party programmers/consultants and currently in effect, excluding Software
development Contracts that are Excluded Assets;

         3.3.1.8  Seller Contract Schedule Seven sets forth true,  complete  and
legible  copies  of exemplars of all Partner or Employee and outside  programmer
confidentiality  agreements used by Seller at any time in  connection  with  the
operation of the Business (see Section 3.6.5).

      3.3.2   Except as otherwise disclosed in Seller Contract Schedule Eight or
any  other  Seller Schedule, except as may be contemplated by this Agreement  or
except  as  such  involves only an Excluded Asset, Seller, with  regard  to  the
Business, is not a party to or subject to:

         3.3.2.1  Any Contract involving the purchase of Software wherein Seller
is buyer;

         3.3.2.2  Any Contract involving the purchase of Software wherein Seller
is seller;

         3.3.2.3  Any Contract involving  the  purchase  of  Proprietary  Rights
(other than Software) wherein Seller is buyer;

<PAGE>
         3.3.2.4  Any Contract involving  the  purchase  of  Proprietary  Rights
(other than Software) wherein Seller is seller;

         3.3.2.5  Any Contract involving the lease  of  Equipment wherein Seller
is lessor;

         3.3.2.6 Any Contract involving the purchase of Equipment wherein Seller
is buyer;

         3.3.2.7 Any Contract involving the purchase of Equipment wherein Seller
is seller;

        3.3.2.8 Any union Contract or collective bargaining agreement applicable
to the Business;

        3.3.2.9 Any Seller Customer Contract wherein the Customer may  terminate
without cause, for its own convenience or general lack of satisfaction;

         3.3.2.10   Any Seller Customer Contract containing  any  provision  for
any  refund  of  any prior payment(s) not involving a breach  of  warranty  (for
example, a "money back guarantee of licensee satisfaction");

         3.3.2.11   Any  Seller  Customer  Contract   incorporating   terms  and
conditions set forth in any Customer purchase order or the like;

         3.3.2.12   Any partnership, limited  liability company or joint venture
Contract applicable to the Business;

         3.3.2.13   Any  Contract  applicable  to  the Business  which  involves
revenues  to  Seller  in excess of $100,000 per annum and which  (i)  terminates
within  six  months prior to or six months after the date of this Agreement  and
(ii) has not been renewed;

         3.3.2.14   Any   "requirements",   "output",  or  "exclusive   dealing"
Contract  applicable to the Business or other agreement purporting  to  obligate
Seller to obtain its "requirements" for any good or service from any third party
or to supply any third party with such third party's "requirements" for any good
or service;

         3.3.2.15   Any  Contract applicable  to  the Business containing  "non-
competition"  obligations,  "exclusivity"  provisions  or  other  covenants   or
proposals purporting to limit Seller's freedom to compete for any group or class
of customers, in any line of business and/or in any geographic area; or

         3.3.2.16   Any Contract applicable to the Business which  appoints  any
Person,  other  than  a  Partner or Employee, an agent, dealer,  distributor  or
franchisee for the purpose of obtaining Seller Customer Contracts.

      3.3.3 All Seller Contracts are in full force and effect and are the legal,
valid, binding and enforceable obligations of the respective parties thereto  in
accordance  with their written terms.  Seller has no Knowledge of  any  fact  or
circumstance  which  would  cause  any  of  the  Seller  Contracts,  immediately
following  Closing,  to cease to be legal, valid, binding, enforceable,  and  in
full  force  and  effect  on identical terms as immediately  prior  to  Closing.
Seller  has not received any notice of termination, repudiation (whether or  not
anticipatory)  or demand for renegotiation of any Seller Contract.   Seller  has
not,  nor  to the Knowledge of Seller has any other party thereto, breached  any
material provisions of, or is in default in any material respect under, any

<PAGE>
Seller  Contract,  including  failure to (i) meet any  reporting  or  accounting
requirements,  or  (ii)  pay any required valid run time  charge,  user  charge,
license  fee, minimum license fee, minimum usage fee, royalty, minimum  royalty,
guaranteed royalty, shortfall royalty, or other payment.

      3.3.4  There are no open audits of licensor rights pursuant  to  the terms
of any Seller Contract wherein Seller is licensee.  Seller  has  not, within 180
days prior to the Closing  Date,  received  any  notice  of  invocation of audit
rights from any licensor pursuant to the terms  of  any  Seller Contract wherein
Seller is licensee.

      3.3.5   No party has asserted in writing to Seller any defense, offset  or
counterclaim  with  regard to any performance required pursuant  to  any  Seller
Contract that has not been settled.  Seller has not received notice of any Claim
arising  out  of  any  Seller Contract that has not been settled.   To  Seller's
Knowledge,  no event has occurred that, with notice or lapse of time,  or  both,
would give rise to any Claim arising out of any Seller Contract.

      3.3.6   No  Seller Contract involves related party transactions  with  any
Partner, Affiliate or Employee of Seller.

      3.3.7   There  are no licensor or licensee obligations, lessor  or  lessee
obligations,  agreements,  commitments, customs  of  the  trade  or  courses  of
dealing,  whether  accrued, executory, absolute, contingent or otherwise,  other
than  as set forth in the text of a Seller Contract or in a written addendum  or
amendment  thereto.   The  Seller Contracts have not  been  amended  orally,  in
writing or through course of dealing of the parties.  Seller has not waived  any
material rights under any Seller Contract.

      3.3.8  There are no addenda or other written or oral agreements, usages or
customs  of dealing, or other understandings or arrangements pursuant  to  which
the fees or royalties -- stated in any Seller Customer Contract as being payable
by  any Customer in respect of performance rendered after the Effective Time  --
have  been accelerated, prepaid, reduced, offset, compromised, or changed.   The
obligations of Seller stated in any Seller Customer Contract as being owed to or
performable  prior  to  the Effective Time, have not been decreased,  postponed,
offset, deferred, abated or changed other than by a written amendment set  forth
in Seller Contract Schedule One.  The obligations of Seller stated in any Seller
Customer Contract as being owed to or performable after the Effective Time, have
not  been  increased  other  than by a written amendment  set  forth  in  Seller
Contract Schedule One.

      3.3.9   No  Seller Customer Contract, other than as set  forth  on  Seller
Contract  Schedule  One, contains (expressly, by custom or  course  of  dealing,
waiver  or  otherwise)  any Non-Standard Term, including any  Non-Standard  Term
regarding:  use of the product, provision of consulting services,  provision  of
professional  services,  support, training, product  return,  discount,  credit,
refund,  warranty,  waiver  of  warranty  exclusion,  indemnity,  limitation  of
liability,  right  to  consequential  or  special  damages,  special  or  client
programming,  deferred  payment,  product  performance,  cancellation  or  early
termination.

3.4   ALL  ASSETS  LISTED.  The Seller Assets are all of the assets,  except for
Excluded Assets, owned, licensed, leased, or used by Seller in the operation and
conduct  of the Business.  The Seller Assets include all of the assets necessary
for the continued conduct of the Business (assuming adequate personnel) by Buyer
as such was conducted by Seller immediately prior to the Closing, except as such
conduct would be affected by the exclusion of the Excluded Assets, the absence

<PAGE>
of  any  Partner  or  Employee who does not become a Buyer employee,  any  Legal
Requirement  applicable to Buyer and not to Seller, and any circumstance  unique
or particular to Buyer.

3.5   SELLER PROPRIETARY RIGHTS.

      3.5.1  Seller Owned Asset Schedule Two sets forth a true and complete list
and  description  of  the  following  Proprietary  Rights  owned  by  Seller  in
connection  with  the Business:  Patents, Copyrights, Trademarks,  servicemarks,
trade names, un-trademarked brand names, and un-servicemarked service names.

      3.5.2   None of the Proprietary Rights owned by Seller in connection  with
the Business has entered the public domain.

      3.5.3   No Person has disputed or is disputing, and to Seller's Knowledge,
no  Person has the right to dispute Seller's right, title or interest in  or  to
any of the Proprietary Rights owned by Seller in connection with the Business.

      3.5.4   Seller  has no Knowledge of any unauthorized use, infringement  or
misappropriation by any Person of any of the Proprietary Rights owned by  Seller
in connection with the Business.

      3.5.5  No Person has or, to Seller's Knowledge, claims (i) any interest in
any  Proprietary Rights owned by Seller in connection with the Business or  (ii)
any right to compensation (including royalties) from Seller by reason of the use
or  other  exploitation in the conduct of the Business of any  such  Proprietary
Rights.

      3.5.6  To Seller's Knowledge, all Copyrights owned by Seller in connection
with  the  Business and being transferred hereunder are valid,  enforceable  and
subsisting.

      3.5.7  The Proprietary Rights  held by Seller pursuant to Contracts listed
on Seller Contract Schedule Four will be available for use by Buyer on identical
terms  and conditions immediately subsequent to Closing to the same extent  they
were  available  for  use by Seller immediately prior to  Closing.   Other  than
pursuant to any United States, State or foreign statute or regulation, and other
than  those  restrictions contained in the licenses of  Proprietary  Rights  set
forth  in  Seller  Contract  Schedule Four,  Seller  has  no  Knowledge  of  any
restrictions,  including Claims, on the ability of Buyer  to  use  or  otherwise
exploit any Seller Proprietary Right.

      3.5.8  All  of  Seller's rights  in and to all and any of the  Proprietary
Rights  held  by Seller as licensee pursuant to the Contracts listed  on  Seller
Contract  Schedule  Four  are transferable with the Consent  of  the  applicable
licensors,  all  of  which Consents have been obtained  by  Seller  or  will  be
obtained by Seller prior to Closing.

      3.5.9  Closing and effectuation of the transactions contemplated  by  this
Agreement will not subject Buyer to any payments, in addition to the royalty  or
license  fee  or  the like stipulated in the applicable license agreement,  with
regard  to  any  Proprietary Right held by Seller as licensee listed  on  Seller
Contract Schedule Four.






<PAGE>
      3.5.10  To  the  Knowledge  of Seller, there are  no  Claims  asserted  or
unasserted,  by  any  other  Person with regard to all  or  any  of  the  Seller
Proprietary  Rights.  To the Knowledge of Seller there are no valid grounds  for
any  bona  fide  Claims challenging the ownership, validity,  enforceability  or
effectiveness  of  any of the Seller Proprietary Rights.  To  the  Knowledge  of
Seller, there are no valid grounds for any bona fide Claims against the  use  by
Seller  of  any Proprietary Rights used in the Business as currently  conducted.
To  the Knowledge of Seller, none of the Seller Proprietary Rights is subject to
any outstanding Claim.

      3.5.11  To Seller's Knowledge, neither the conduct of the Business nor use
or  possession  of  all or any of the Seller Proprietary Rights  by  Seller  has
infringed  the  Proprietary Rights of any other Person.   To  the  Knowledge  of
Seller  there are no valid grounds for any bona fide Claims to the  effect  that
the  manufacture, sale, license or use of any product or process as now used  in
the  operation  of  the Business or offered or proposed for  manufacture,  sale,
license or use by Seller infringes on any Proprietary Right of any other Person.

      3.5.12  Seller  has  no  Knowledge of any third party  Proprietary  Right,
whether registered or not, the rights attendant to which, if asserted by a third
party after the Closing Date, would prevent Buyer's use or other exploitation of
any Seller Proprietary Right in the operation of the Business.

3.6   SOFTWARE

      3.6.1  Seller Owned Asset Schedule Three sets forth a  true  and  complete
list and description of the Software owned by Seller.

      3.6.2  With  regard to the Seller Software listed on  Seller  Owned  Asset
Schedule  Three, Seller has itself developed, programmed, designed, written  and
coded  such  Software, except for third party proprietary software for  which  a
license or permission to use has been obtained.

      3.6.3  The  Software  listed on Seller Owned Asset Schedule Three  is  not
subject  to any Claim or Legal Requirement or other legal, contractual or  other
restriction  that  would prevent the Software from being licensed,  sublicensed,
marketed, incorporated in other software, modified, or otherwise used,  sold  or
assigned  by  Buyer. None of the Software listed on Seller Owned Asset  Schedule
Three has entered the public domain.

     3.6.4  To Seller's Knowledge, during the time which Seller has owned any of
the Software listed on Seller Owned Asset Schedule Three, no third party has had
unauthorized access to such Software or to the Documentation, Source  Code,  any
Trade Secret or similar material relating to such Software.

     3.6.5  During the time which Seller has owned any of the Software listed on
Seller  Owned  Asset  Schedule  Three, no  Person  other  than  the  independent
contractors,  outside programmers and developers, consultants and the  like  who
had  entered  into a valid and binding non-disclosure agreement  have  performed
work for Seller relating to any of such Software.

     3.6.6   All  employees, independent  contractors,  outside  programmers  or
developers,  consultants or the like who have had access to any of the  Software
listed  on  Seller Owned Asset Schedule Three or have performed work for  Seller
relating  to  any  of the Software listed on Seller Owned Asset  Schedule  Three
(including  the  independent  contractors, outside programmers  and  developers,
consultants and the like listed in the Seller Disclosure Schedule have  executed
enforceable "Statement Requirements for Partners and Staff" or other Contracts

<PAGE>
containing trade secret non-disclosure/confidentiality provisions and provisions
precluding  Claims  of  rights  in or to any of  such  Software.   All  of  such
agreements may be found in the Records of Seller.

     3.6.7   Seller  has required  all Customers or potential  Customers  having
access to any of the owned Software listed on Seller Owned Asset Schedule  Three
to  execute  enforceable software licenses or trade secret agreements (including
"alpha" or "beta" test or demonstration agreements).

     3.6.8   To Seller's Knowledge, no Person other than Seller is in possession
of  any Source Code relating to any of the Software listed on Seller Owned Asset
Schedule Three.  There are no escrow agreements in effect relating to any Source
Code for any of the Software listed on Seller Owned Asset Schedule Three.

     3.6.9   The Source Code for  any  of  the  Software  listed on Seller Owned
Asset Schedule Three can be used to compile executable code which, when compared
to the commercial versions of such Software, will prove to be identical.

    3.6.10   The Software listed  on  Seller Owned Asset Schedule Three operates
in all  material respects in  accordance  with  the  manuals  setting  forth the
specifications, capabilities, operation, installation and use of such  Software.
None  of the Software listed on Seller Owned Asset Schedule Three has manifested
any  significant operating problems, other than any such problems as  have  been
corrected  or  are  correctable in the ordinary  course  of  business.   Seller,
subsequent to January 1, 1994, has received no written complaints from Customers
relating to operating problems which was not corrected and which would not  have
been  a  breach of warranty pursuant to the applicable Seller Customer Contract.
To  Seller's  Knowledge,  Seller's  relationships  with  its  Customers,  either
individually or collectively (as in a user group), are satisfactory.

    3.6.11   Seller  and, to Seller's Knowledge, all licensors to and  licensees
from Seller, as applicable, are in full compliance with all material obligations
set  forth  in the Contracts listed in Seller Contract Schedules One and  Three.
Seller has no unresolved Claims against any Customer.

    3.6.12   Schedule Two sets forth, by date, payee  and  amount, all payments,
of any kind due any licensor of any third party Software incorporated  into  any
Seller  Software  or otherwise used in the Business, which will  become  due  or
payable  during 1996 or which, with the occurrence of some event  or  series  of
events, could become due or payable during 1996.

    3.6.13  Seller has not retained any copy of any version of any of the Seller
Software  and,  at  the  Closing, has Transferred to Buyer  all  copies  of  all
versions of all such Seller Software.

    3.6.14   There  are  no codes (including Source Codes,  Complied  Codes  and
object codes), algorithms, programs, techniques, Software, procedures, concepts,
documents  or instructional or other materials that have been created, designed,
licensed and/or used by Seller to create, develop, operate, maintain, enhance or
update  the  Seller Software that will not be Transferred to Buyer by  means  of
this Agreement.

    3.6.15   As of October 31, 1995, to Seller's Knowledge, none  of the  Seller
Software  contains any "trap doors", "time bombs", "Trojan horses",  "worms"  or
the like.




<PAGE>
3.7  SELLER  FINANCIAL  STATEMENTS.  The Seller Financial Statements  have  been
prepared in accordance with Price Waterhouse Tax Technology Group modified  cash
basis  accounting  principles  consistently  applied  and  fairly  present   the
financial  position of the Business as at the dates thereof and the  results  of
its  operations and cash flows for the periods then ended.  The Price Waterhouse
Tax  Technology  Group  modified cash basis accounting principles  employed  are
described in the notes to such Seller Financial Statements.

3.8  TAXES.  To the Knowledge of Seller, and to the extent necessary, Seller has
duly filed all Tax returns which are required to be filed by it with respect  to
the  Business and the failure of which to be filed would have a material adverse
effect.   Such  returns, if any, are true, correct and complete in all  material
respects.  Seller has paid all Taxes, if any, which have become due or have been
properly  assessed  against  it with respect to the operation  of  the  Business
through the Effective Time and all Taxes which any Taxing authority has properly
assessed,  except where the failure to pay such Taxes would not have a  material
adverse  effect on the Business and except where such Taxes are being  contested
in good faith through appropriate proceedings.  To the Knowledge of Seller, none
of the Tax returns for Seller relating to the Business are currently under audit
and  all  previous audits have been resolved and the adjustments,  if  any,  are
properly reflected on the Seller Financial Statements.

3.9 LITIGATION.

     3.9.1   There are no currently asserted, pending or, to Seller's Knowledge,
threatened  Claims  affecting the Business or any Seller Asset  by  any  Person.
Seller  has  no Knowledge of unasserted material Claims probable or  capable  of
assertion affecting the Business or any Seller Asset by any Person.  Seller  has
no  Knowledge of any event, act or omission which could give rise to  any  Claim
affecting  the  Business or any Seller Asset by any Person.  If applicable,  the
Seller Disclosure Schedule, in so far as it relates to this Section 3.9.1,  sets
forth  the  date  the  Claim was made or initiated,  the  forum,  the  judge  or
magistrate, the other parties thereto, the subject matter thereof, the stage  of
the  proceedings,  the  amount of damages claimed, and  the  name,  address  and
telephone number of Seller's litigation counsel.

     3.9.2    There  is  no  Legal Requirement outstanding against  Seller,  the
Business  or  the Seller Assets having, or which, insofar as reasonably  can  be
foreseen, in the future could have, a material adverse effect on the Business or
any  Seller Asset.  Seller is not subject to or in default with respect  to  any
continuing  Legal  Requirement applicable specifically to the  Business  or  the
Seller  Assets.   There is no investigation or proceeding  pending  or,  to  the
Knowledge  of  Seller, threatened against Seller before any Governmental  Entity
affecting the Business.

3.10    NO VIOLATIONS.  Seller has operated the Business in compliance with  all
applicable  Legal Requirements.  Seller is not, nor will, with  the  passage  of
time,  be  subject to liability under or in default or violation  of  any  term,
condition  or  provision  of any applicable Legal Requirement,  including  as  a
result of the execution, delivery or performance Seller's obligations hereunder.

3.11     NO  BROKERS.   All  negotiations relating to  this  Agreement  and  the
transactions contemplated hereby have been conducted without the intervention of
any  Person acting on behalf of Seller in such a manner as to give rise  to  any
claim against any Seller Asset, the Business or Buyer or its Affiliates for  any
investment  banker's, broker's, finder's or the like commission, fee or  similar
compensation.


<PAGE>
3.12     INTERESTS  OF  PARTNERS AND EMPLOYEES.  None of  Seller's  partners  or
employees  has  any individual ownership or other interest in any Seller  Asset,
except  for a partner's general partnership interest.  None of Seller's partners
or  employees  has any material ownership or other interest in any  supplier  or
Customer of the Business.

3.13     THIRD  PARTY CONSENTS.  Seller has obtained all necessary  third  party
Consents  to  the  assignment  of any Seller Contract  (including  all  Customer
Consents), the Transfer of any Seller Asset or to the consummation of any of the
transactions contemplated by this Agreement.

3.14      ACKNOWLEDGMENT  OF  BUYER'S  DETRIMENTAL  RELIANCE.    The   foregoing
representations  and  warranties  are made by  Seller  with  the  knowledge  and
expectation that Buyer is placing reliance thereon.


                                  ARTICLE FOUR
                               COVENANTS OF SELLER

Seller covenants and agrees that:

4.1 NON-COMPETITION AGREEMENT.

    4.1.1   For a period of 48 full calendar months after the month in which the
Closing  shall  occur  (the  "Restricted Period"),  Seller,  any  United  States
Affiliate  of Seller and any Partner or Employee of Seller (while acting  within
the  scope  of  their employment) (collectively, the "Non-Competing  Person(s)")
shall  not -- within the territory of the United States, directly or indirectly,
in  any  form,  fashion,  or  manner, through any kind  of  ownership  or  as  a
stockholder,  director, officer, principal, agent, employee, employer,  advisor,
consultant,  partner, creditor, investor, donee, lessor or  in  any  other  form
(including  waiver  or forbearance) or capacity, individual  or  representative,
whatever,  either for the Non-Competing Person's own benefit or for the  benefit
of  any other Person -- finance, design, develop, program, create, market, sell,
lease  to  lessors,  license to licensees, distribute, loan,  sponsor,  endorse,
service,  maintain,  debug,  provide  or  make  available  (collectively,  "Make
Available") a Prohibited Product.

     4.1.2   During the Restricted Period, the Non-Competing Persons shall  not,
within  the  territory of the United States, directly and shall not  permit  any
Person,  Partner  or  Employee or United States Affiliate to  Make  Available  a
Prohibited Product under the name "Price Waterhouse" or any variant thereof.

     4.1.3    Nothing herein shall be deemed to prohibit a Non-Competing  Person
from  directly or indirectly, purchasing an equity interest in any  Person  that
Makes  Available  any  Prohibited Product, provided, however,  that  the  equity
interest  of  such  Non-Competing Person may not exceed 5%  of  the  issued  and
outstanding shares of such Person.

     4.1.4    Seller  acknowledges that Buyer was not willing  to  purchase  the
Seller  Assets  or  pay  the Purchase Price unless and  until  it  received  the
specific covenants contained in Section 4.1.1 and 4.1.2 of this Agreement.

     4.1.5    Seller's  provision  of software services  pursuant  to  any  AYCE
Agreement  in a situation where an AYCE licensee is demanding software  services
over and above the software services to be provided by Buyer on behalf of Seller
pursuant to the Software and Support Services Agreement (an Ancillary Agreement)
shall not be considered to violate the requirements of this Section 4.1.  Any

<PAGE>
activities  permitted  Seller's Partners or Employees pursuant  to  any  of  the
Ancillary Agreements shall not be considered to violate the requirements of this
Section 4.1.

4.2 SELLER'S ON-GOING ASSISTANCE.  Seller, for a reasonable period of time after
the  Closing and at no cost to Buyer, will execute, acknowledge, and deliver any
further   assignments,  conveyances,  and  other  assurances,   documents,   and
instruments of Transfer, reasonably requested by Buyer, and will take any  other
action  consistent with the terms of any Operative Document that may  reasonably
be  requested  by  Buyer  for the purpose of assigning, Transferring,  granting,
conveying,  and confirming to Buyer, or reducing to Buyer's possession,  any  or
all  of  the  Seller  Assets  to be conveyed and Transferred  by  any  Operative
Document.  Seller, for a reasonable period of time after the Closing and  at  no
cost  to  Buyer,  shall cooperate with Buyer in implementing  a  harmonious  and
efficient  transition  of  the  marketing, programming,  licensing,  maintenance
service  and  other functions of the Business and in complying  with  applicable
requirements of the United States Securities and Exchange Commission relating to
the   filing  on  Form  8-K  describing  this  Agreement  and  the  transactions
contemplated herein.  After the Closing Date, Seller shall promptly  deliver  to
Buyer  any  mail or other communications received by Seller after the  Effective
Time  pertaining  to the Seller Assets or the Business and any cash,  checks  or
other  instruments  of payment to which Buyer is entitled  under  any  Operative
Document.   Seller, at its own cost and expense, shall retain  for  seven  years
after  the  Closing Date or until expiration of all applicable record  retention
statutes or regulations, whichever is later, all accounting, business, financial
and Tax Records or information not delivered to Buyer at Closing relating to the
Seller Assets or the Business for any period up to or prior to the Closing Date,
and,  upon reasonable prior written request, shall make such materials available
to the Buyer.

4.3 CONFIDENTIALITY.  For a period of 48 full calendar months after the month in
which  Closing shall occur, with regard to information regarding, pertaining  to
or  about  any Seller Proprietary Right (the "Proprietary Information"),  Seller
shall    (i)   except   as   required   by   Legal   Requirement,    keep    all
Proprietary Information absolutely confidential and not disclose  or  reveal the
content  of any Proprietary Information to any Person other than those  employed
by   Seller  or  acting  on  Seller's  behalf  who  are  actively  and  directly
participating  in  meeting  Seller's obligations or exercising  Seller's  rights
under  this  Agreement or any of the Ancillary Agreements  and  to  cause  those
Persons  to  be  informed of the existence and content of  this  confidentiality
covenant  and  to  strictly observe its terms and conditions and  (ii)  not  use
Proprietary  Information  for any purposes other than those  enumerated  in  the
immediately  preceding  clause.   "Proprietary Information"  shall  not  include
information  which becomes generally available to the public or in the  industry
other  than  as  a  result of disclosure by Seller, its Partners,  Employees  or
Affiliates.   In the event that Seller is required by applicable  law  or  legal
process  to  disclose any Proprietary Information, prior to doing  so,  it  will
provide Buyer with written notice of such requirement sufficient to permit Buyer
to seek injunctive or other appropriate relief with regard to such disclosure.

4.4  NO  SALE OR ASSIGNMENT OF AYCE AGREEMENTS.  After the Closing Date,  Seller
shall not sell, assign or otherwise transfer any AYCE Agreement or any right  or
obligation  arising thereunder or therefrom to any Person, unless such  transfer
is  to  Buyer; provided, that Seller may sell, assign or otherwise  transfer  an
AYCE  Agreement with regard to which Buyer shall be in material uncured  default
of  its  obligation to provide software support services under the Software  and
Support Services Agreement.


<PAGE>
4.5  ASSIGNMENT OF AYCE REVENUE.  After the Closing Date, Seller shall pay  over
to  Buyer  all  and  any  revenue  arising from any  AYCE  Agreement,  within  a
reasonable time of receipt of such revenue.

4.6   PAYMENT  OF  TAXES ON TRANSACTION.  Should any Texas  Governmental  Entity
impose  or  have  the right to impose any Tax upon the Transfer  of  the  Seller
Assets  by the Seller to the Buyer or upon the assignment, assumption,  purchase
or  sale  transactions contemplated by the Operative Documents, Seller, promptly
after receipt of notice of the existence of such right or imposition, shall,  at
the reasonable direction of the Buyer, either itself pay the full amount of such
Tax  or  reimburse  Buyer for the full amount of any such Tax actually  paid  by
Buyer.   Purchaser  will provide any necessary resale certificates  under  Texas
law.


                                  ARTICLE FIVE
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Except as disclosed on the Buyer Disclosure Schedule, Buyer, as of the Effective
Time and as of the Closing Date, represents and warrants to Seller as follows:

5.1 ORGANIZATION, STANDING, AUTHORITY, POWER, AND CONSENTS.

     5.1.1    Buyer is a corporation duly incorporated, validly existing and  in
good standing under the laws of the State of Texas.

     5.1.2   Buyer has all requisite corporate power, authority and legal  right
to  enter  into, execute, and deliver the Operative Documents and to  consummate
the  transactions and perform and discharge the obligations contemplated by  the
Operative Documents.

     5.1.3   The execution and delivery by Buyer of the Operative Documents  and
the  consummation by Buyer of the transactions contemplated hereby  and  thereby
have  been duly authorized by all necessary corporate action.  Buyer's Board  of
Directors  has  authorized  and approved the transactions  contemplated  by  the
Operative  Documents.  Such authorizations and approvals have been duly  entered
into  its  corporate  minutes.  Buyer's Board of Directors  has  authorized  the
officer whose name appears below to execute the Operative Documents in behalf of
the Buyer and to deliver them to Seller.

     5.1.4    The  Operative Documents have been duly executed and delivered  by
Buyer.

     5.1.5    Each  of  the Operative Documents constitutes a legal,  valid  and
binding  obligation of Buyer enforceable in accordance with  its  terms,  except
that  such  enforceability  may  be  subject to:   (i)  bankruptcy,  insolvency,
reorganization  or  other  similar laws relating to  enforcement  of  creditors'
rights generally, and (ii) general equitable principles.

     5.1.6    The execution, delivery and performance of the Operative Documents
by  Buyer has not, and the consummation of the transactions contemplated  hereby
and  thereby will not (i) violate the terms of any Contract or Legal Requirement
to  which  Buyer is a party, (ii) violate the articles of incorporation  or  the
bylaws  of Buyer or any other corporate governance policy or procedure of  Buyer
or  (iii)  violate, conflict with, breach or cause any default  or  acceleration
under  any Legal Requirement applicable to Buyer or under any Contract to  which
Buyer  is  a  party, which violation, conflict, breach, default or  acceleration
would  have  a  material and adverse effect on Buyer's ability  to  perform  its
obligations under the Operative Documents.
<PAGE>
     5.1.7    No  Consent by any Governmental Entity are required in  connection
with  the  execution and delivery of the Operative Documents or the consummation
by Buyer of the transactions contemplated thereby.

     5.1.8   Buyer has obtained all necessary third party Consents and approvals
(including  the Consent of Buyer's lender) in connection with Buyer's  execution
and  delivery  of  the  Operative Documents and consummation  by  Buyer  of  the
transactions contemplated hereby and thereby.

5.2   NO  BROKERS.   All  negotiations  relating  to  this  Agreement  and   the
transactions contemplated hereby have been conducted without the intervention of
any  Person  acting on behalf of Buyer in such a manner as to give rise  to  any
claim  against  Seller or its Affiliates for any investment banker's,  broker's,
finder's or the like commission, fee or similar compensation.

5.3   ACKNOWLEDGMENT   OF   SELLER'S  DETRIMENTAL   RELIANCE.    The   foregoing
representations  and  warranties  are made  by  Buyer  with  the  knowledge  and
expectation that Seller is placing reliance thereon.


                                   ARTICLE SIX
                        COVENANTS AND AGREEMENTS OF BUYER

Buyer covenants and agrees that:

6.1  POST-CLOSING COOPERATION AND ACCESS.  After the Closing Date, Buyer, at  no
cost  to  Seller,  shall, and shall cause its managers, employees,  counsel  and
independent public accountants to provide reasonable assistance to and to afford
to  representatives  of  Seller, including its legal  counsel  and  accountants,
reasonable  access  to all pre-Closing Records in Buyer's  possession  or  under
Buyer's  control  as may be reasonably requested by Seller in  order  to  permit
Seller  (at its cost and expense) to prepare and file Tax returns and to prepare
for, participate in, assert or defend any Claim relating to or involving Seller,
the  Business  or  a  Partner or Employee, or to discharge Seller's  obligations
under  this  Agreement.  Buyer, at its own cost and expense,  shall  retain  for
seven  years after the Closing Date or until expiration of all applicable record
retention statutes or regulations, whichever is later, all accounting, business,
financial and Tax records or information delivered to Buyer at Closing  relating
to  the  Seller  Assets or the Business for any period up to  or  prior  to  the
Closing  Date,  and,  upon  reasonable prior written request,  shall  make  such
materials available to the Seller.

6.2  COLLECTION  OF SELLER PROCEEDS BY BUYER.  After the Closing  Date,  to  the
extent Buyer comes into possession of revenues and communications relating to an
Excluded Asset, Buyer shall immediately Transfer such to Seller.

6.3  SUPPORT  OF TMS SOFTWARE.  With regard to Seller Customer Contracts,  Buyer
agrees  to  support,  which shall include updates for required  legislative  and
regulatory  changes to the current DOS and Windows versions  of  Tax  Management
System  ("TMS")  software  through the 1995 tax year.   With  regard  to  Seller
Customer  Contracts,  Buyer agrees to support, which shall include  updates  for
required legislative and regulatory changes, the current DOS and Windows version
of  TMS  for  the 1996 tax year unless Buyer determines in good faith  that  the
projected 1996 software license fees from a TMS software package is projected to
be  less  than  one million dollars (US $1,000,000), in which  case,  Buyer  may
discontinue development and support of such 1996 TMS software package and permit
licensees of such software to convert to comparable Buyer Software.


<PAGE>
                                  ARTICLE SEVEN
                                     CLOSING
                                        
7.1  DATE  AND  PLACE OF CLOSING.  The Transfer of all of the Seller  Assets  by
Seller to Buyer in consideration of the payment of the Purchase Price (via  wire
transfer  to  an  account  specified by Seller (for  purposes  of  the  Closing,
delivery  shall be deemed effectuated upon the earlier to occur of  confirmation
of  receipt  from  Seller's  bank or assignment of a "fed  wire"  identification
number))  and  the  assumption  of the Assumed  Liabilities  by  Buyer  and  the
execution and delivery by the applicable Party(ies) of the Ancillary Agreements,
the  Buyer Closing Documents and the Seller Closing Documents (all in  a  manner
and  form  reasonably  satisfactory  to their  respective  legal  counsel)  (the
"Closing") shall take place effective as of the Effective Time, at the  Chicago,
Illinois  offices of the Business, commencing at 8:00 a.m., local time,  on  the
Closing  Date.   At  the Closing, each event shall be deemed  to  have  occurred
simultaneously with all other events.

7.2  BUYER  PLACED IN POSSESSION.  Simultaneously with the consummation  of  the
Closing, Seller, through its officers, Partners, agents, and Employees, will put
Buyer into full possession and enjoyment of the Seller Assets.


                                  ARTICLE EIGHT
                                 INDEMNIFICATION
                                        
8.1 BUYER INDEMNIFIED LIABILITIES.  From and after the Closing Date, Buyer shall
indemnify,  defend and hold harmless Buyer Indemnified Parties from and  against
any  and  all  of  the  following Buyer Indemnified Liabilities,  in  each  case
regardless  of  by  whom  asserted and regardless  of  whether  any  such  Buyer
Indemnified Liability is known or unknown or fixed or contingent:

     8.1.1    Any  and  all Claims arising from, relating to or associated  with
breach of any representation, warranty, covenant, or undertaking made or assumed
by Buyer under any Operative Document;

    8.1.2   Any and all Claims arising or resulting from the Assumed Liabilities
or   with  Buyer's  use,  possession,  enjoyment,  operations,  transactions  or
ownership  of  the Business or the Seller Assets on or after the  Closing  Date,
except for Claims that such use, possession, enjoyment, operations, transactions
or  ownership  is  limited, subject to a fee or royalty, or in  some  manner  or
instance  illegal  or improper due to an improper or ineffective  conveyance  or
assignment  by  Seller  or infringes the rights of a third  party  which  rights
allegedly arose prior to the Effective Time; and

    8.1.3   Any and all Claims brought by any taxing authority or other claimant
for uncollected or unpaid Taxes relating to the Seller Assets, the operation  of
the  Business or transactions of Buyer occurring or relating to the period after
the Effective Time;

8.2  SELLER  INDEMNIFIED LIABILITIES.  From and after the Closing  Date,  Seller
shall  indemnify, defend and hold harmless Seller Indemnified Parties  from  and
against any and all of the below stated Seller Indemnified Liabilities, in  each
case  regardless of by whom asserted and regardless of whether any  such  Seller
Indemnified Liability is known or unknown or fixed or contingent:

     8.2.1    Any  and  all Claims arising from, relating to or associated  with
breach of any representation, warranty, covenant, or undertaking made or assumed
by Seller under any Operative Document;

<PAGE>
     8.2.2    Any  and  all  Claims  arising or  resulting  from  Seller's  use,
possession,  enjoyment, operation, or ownership of the Business  or  the  Seller
Assets prior to the Effective Time;

     8.2.3   Any and all Claims arising from, relating to or associated with the
ownership, use, possession, enjoyment or operation of any of the Excluded Assets
regardless  of  whether  the injury, damage, loss, expense,  cost  or  liability
giving  rise  to the particular Claim occurred prior to or after  the  Effective
Time;

    8.2.4   Any and all Claims brought by any taxing authority or other claimant
for uncollected or unpaid Taxes relating to the Seller Assets, the operation  of
the Business or transactions of Seller occurring or relating to the period prior
to the Effective Time;

     8.2.5   Any and all Claims arising from, relating to or associated with any
Partner  or  Employee Obligation, Partner or Employee welfare  benefit  plan  or
employment practice of Seller, regardless of whether the injury, damage, loss or
liability  giving rise to the particular Claim occurred prior to  or  after  the
Effective Time;

     8.2.6    Any  and  all  Claims by Employees arising from,  relating  to  or
associated with occurrences prior to the Effective Time;

     8.2.7   Any damages, costs or expenses arising from the presence of a  non-
disclosed Non-Standard Term in any Seller Customer Contract; provided,  however,
that  Seller shall have first been provided a reasonable opportunity to  satisfy
any  obligation  under any such non-disclosed Non-Standard  Term  on  behalf  of
Buyer; and

     8.2.8    Any  Claim by a licensee under any Seller Customer Contract  to  a
Refund  or  Credit of any license fees received by Seller prior to the Effective
Time;  provided that Buyer shall not be entitled to any indemnification relating
to  any Non-Cash Credit unless payment of such to the Customer by the Buyer  has
been  approved  in  writing in advance by any of Stephen D.  Desmond,  Nyles  B.
Schumaker and Jin J. Lee.

8.3  CLAIM NOTICE.  Each Party agrees that, promptly after it becomes  aware  of
facts  giving rise to a Claim, such Party will provide notice thereof in writing
to  the other Party specifying the nature and specific basis for such Claim and,
to  the  extent  feasible  and  reasonable,  the  estimated  amount  of  damages
attributable thereto (a "Claim Notice").  Each Claim Notice shall set forth  all
material  information respecting the Claim as the applicable  Party  shall  then
have and shall contain a statement to the effect that the Party giving the Claim
Notice  is  making  a  Claim pursuant to, and formal demand for  indemnification
under, this Agreement.  For any Claim hereunder arising out of any Claim brought
by a third party, the Indemnified Party shall give the Party Indemnifying a copy
of  any  written claim, process or legal pleadings with respect thereto promptly
after  the  Indemnified Party receives such documents.  The giving  of  a  Claim
Notice  shall  be a condition precedent to any liability of a Party Indemnifying
under this Agreement.








<PAGE>
8.4 INDEMNIFICATION PROCEDURE.

     8.4.1   Upon the occurrence of a Buyer or Seller Indemnified Liability  not
involving a third party Claim, the Party Indemnifying shall, upon demand, pay to
or  on  behalf  of  the Indemnified Party, any amounts to which the  Indemnified
Party  is  entitled  by reason of the provisions of this  Article  Eight.   Such
payment  shall be made in cash or other immediately available funds at the  then
address of the Indemnified Party for notice purposes pursuant to this Agreement.

    8.4.2   If, within 30 business days of receipt of a Claim Notice involving a
third  party Claim, the Party Indemnifying does not elect in writing to  control
the  defense of the Claim described therein or does not thereafter actively  and
in  good  faith prosecute the defense thereof (including, if necessary,  by  all
appropriate legal proceedings, including appeal), the Indemnified Party may (but
shall  have  no  obligation to) elect to thereafter control all aspects  of  the
defense  of any such Claim with attorneys of its choice, at the expense  of  the
Party  Indemnifying,  and the Party Indemnifying shall be bound  by  the  result
obtained with respect thereto by the Indemnified Party.

     8.4.3   If the Party Indemnifying elects to conduct the defense of a  third
party  Claim,  such  may be conducted in the name and on  behalf  of  the  Party
Indemnifying or the Indemnified Party as may be appropriate.  Such contest shall
be  conducted  by attorneys selected and employed and compensated by  the  Party
Indemnifying;  provided,  the  Indemnified  Party  shall  have  the   right   to
participate in such proceedings and to be represented by attorneys  of  its  own
choosing; however, the cost and expense attributable to such attorneys  employed
by  the Indemnified Party shall be borne solely by the Indemnified Party.   Even
if the Indemnified Party joins in any such contest, the Party Indemnifying shall
have  full  authority to determine all action to be taken with respect  thereto;
provided,  however,  that no Encumbrance on any asset of the  Indemnified  Party
shall result therefrom and that no judgment, award, decree, order, injunction or
equitable  relief  binding on the Indemnified Party shall be agreed  to  by  the
Indemnifying  Party without the written consent of the Indemnified  Party  which
consent  shall  not be unreasonably withheld.  Any refusal to consent  shall  be
based  on  written  advice  by  legal counsel to  the  Indemnified  Party.   The
Indemnified Party shall at all times retain the right to settle any  Claim.   If
such  settlement is without the written consent of the Indemnifying Party (which
will  not be unreasonably withheld or delayed), the Indemnifying Party shall  be
relieved of its obligations with respect to such Claim under this Article Eight.

     8.4.4    At  any time after commencement of the defense of any  Claim,  the
Party Indemnifying may request the Indemnified Party to agree in writing to  the
abandonment  of  such  contest or to the payment  or  compromise  by  the  Party
Indemnifying  of  such Claim, whereupon such action shall be  taken  unless  the
Indemnified  Party  determines that the contest  should  be  continued,  and  so
notifies  the  Party  Indemnifying in writing within 15  working  days  of  such
request  from the Party Indemnifying.  If the Indemnified Party determines  that
the  contest  should  be  continued,  the Party  Indemnifying  shall  be  liable
hereunder  only  to the extent of the lesser of (i) the amount which  the  other
party(ies)  to the contested Claim had agreed to accept in payment or compromise
as  of  the time the Party Indemnifying made its request for abandonment to  the
Indemnified Party or (ii) the amount for which the Party Indemnifying  is  found
to  be  liable with respect to such Claim, so long as no legal or property right
of  the Indemnified Party hereunder shall be lessened or reduced in value  as  a
result  of  the  payment  or  compromise.  The Partying  Indemnifying  shall  be
entitled   to  recover  from  the  Indemnified  Party  any  additional  expenses
(including reasonable attorneys' fees) incurred by such Party Indemnifying as  a
result  of  such decision by the Indemnified Party to continue to  contest  such
Claim.
<PAGE>
    8.4.5   If requested by the Party Indemnifying, the Indemnified Party agrees
to cooperate with the Party Indemnifying in contesting any Claim which the Party
Indemnifying elects to contest or, if necessary to preserve the right to  assert
the same, in making any counterclaim against the Person asserting the Claim,  or
any  cross-complaint against any other Person; provided, the Party  Indemnifying
shall  reimburse  the  Indemnified Party for any reasonable expenses  (including
reasonable attorneys' fees) incurred by it in so cooperating.

8.5 LIMITATIONS ON INDEMNIFICATION.

     8.5.1   Neither Party shall be required to honor an indemnified Claim under
the  provisions of Section 8.1.1, 8.2.1 or 8.2.7 hereof until such time  as  the
aggregate  of all amounts for which indemnity would otherwise be due  thereunder
exceeds $200,000, in which case the Indemnifying Party shall be responsible  for
all amounts in excess of $200,000 under Section 8.1.1, 8.2.1 or 8.2.7 hereof, as
limited by Sections 8.5.3 and 8.5.4.

     8.5.3    The Parties' obligations relating to indemnification shall survive
Closing and continue after Closing for a period of 48 full calendar months after
the month in which the Closing shall occur.

     8.5.4    The  amount of any loss, liability, claim, damage or  expense  for
which  indemnification is provided under this Article Eight shall be net of  any
amounts  recovered  or  recoverable  by the Indemnified  Party  under  insurance
policies  with  respect to such loss, liability, claim, damage  or  expense  and
shall  be  (i)  increased to take account of any net tax cost  incurred  by  the
Indemnified  Party  arising  from the receipt of  indemnity  payments  hereunder
(grossed up for such increase) and (ii) reduced to take account of any  net  tax
benefit realized by the Indemnified Party arising from the incurrence or payment
of  any such loss, liability, claim, damage or expense.  In computing the amount
of  any  such tax cost or tax benefit, the Indemnified Party shall be deemed  to
recognize  all  other  items of income, gain, loss deduction  or  credit  before
recognizing any item arising from the receipt of any indemnity payment hereunder
or  the  incurrence or payment of any indemnified loss, liability, claim, damage
or expense.


                                  ARTICLE NINE
                                  MISCELLANEOUS

9.1  SEVERABILITY.   If  any  provision of this Agreement,  or  the  application
thereof  to  any person, place or circumstances, shall be held  by  a  court  of
competent  jurisdiction to be invalid, unenforceable, or void, the remainder  of
this  Agreement  and  such provisions as applied to other Persons,  places,  and
circumstances shall remain in full force and effect; provided, however, that  in
the event that the terms and conditions of this Agreement are materially altered
as a result of this paragraph, the Parties will, in good faith, re-negotiate the
terms  and  conditions  of this Agreement to resolve  any  inequities.   If  any
provision of Section 4.1 or its subparts is held to be unenforceable because  of
the  scope,  duration  or  area  of its applicability,  the  court  making  such
determination shall have the power to modify such scope, duration or area or all
of  them to the maximum extent necessary to make such provision legal, valid and
enforceable, and such provision shall then be applicable in such modified form.






<PAGE>
9.2  CONSENTS  TO ASSIGNMENTS.  Any Transfer to Buyer by Seller  of  any  Seller
Asset  which shall require the Consent of any third party shall be made  subject
to  such  Consent  being obtained.  No Operative Document shall  constitute  any
agreement  to assign any Contract or Contract Rights if an attempted  assignment
thereof, without the Consent of a third party thereto, would constitute a breach
thereof or in any way adversely affect the rights of Seller or Buyer thereunder.
If  a  Consent  is  obtained  by Seller after Closing,  the  affected  asset(s),
including  all assets listed as Excluded Assets due to the lack of a Consent  at
the  time  of Closing, to which the Consent applies shall immediately thereafter
be  assigned  to  Buyer  by Seller.  If a Consent is  not  obtained,  or  if  an
attempted  assignment would be ineffective or would affect the rights of  Seller
thereunder  so  that Buyer would not, in fact, receive all of  Seller's  rights,
Seller  will,  to  the  extent not prohibited by or in  violation  of  any  such
agreement,  (i) cooperate with Buyer in any commercially reasonable  arrangement
designed  to provide for Buyer the benefits (including the exercise of  Seller's
rights)   under  any  such  claims,  contracts,  agreements,  licenses,  leases,
commitments,  sales  orders or purchase orders, including  enforcement  for  the
benefit  of  Buyer,  and at Buyer's expense, of any and  all  rights  of  Seller
against a third party thereto arising out of the breach or cancellation by  such
third party or otherwise, (ii) hold all monies paid thereunder in trust for  the
account of Buyer, and (iii) remit such monies to Buyer as promptly as possible.

9.3  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.  All of Buyer's  and
Seller's  representations, warranties, and covenants contained in this Agreement
shall,  except to the extent waived in writing by the applicable Party,  survive
the Closing for a period of 48 full calendar months after the month in which the
Closing  shall  occur,  and  shall not be deemed waived  by  execution  of  this
Agreement,  the consummation of the Closing or any investigation  heretofore  or
hereafter made by or on behalf of any Party.

9.4  ASSIGNMENT.   The  Parties  may assign this  Agreement  and  any  right  or
obligation hereunder to another Person as part of a sale of a major part of  its
assets  or as a part of a change of control, transaction or merger with  another
Person.   In  all  other  circumstances, this  Agreement  and/or  any  right  or
obligation hereunder shall not be assignable.

9.5  SUCCESSORS  AND ASSIGNS.  The terms and conditions of this Agreement  shall
inure  to the benefit of and be binding upon and enforceable by the Parties  and
their  respective permitted successors and assigns of the Parties.   Nothing  in
this  Agreement,  express  or implied, is intended to  confer  upon  any  party,
including  any Partner or Employee, other than the Parties and their  respective
successors   and  permitted  assigns,  any  rights,  remedies,  obligations   or
liabilities under or by reason of such agreements.

9.6 COMPLETE AGREEMENT.  The Operative Documents constitute the entire agreement
by and among the Parties and supersede any other prior statements, negotiations,
letters  of intent, understandings or agreements, whether written or oral,  that
may  have  been made or entered into by Buyer or Seller relating to the  matters
contemplated  hereby  and  thereby and there are no  agreements  or  commitments
except as expressly set forth herein and therein.

9.7 WAIVER.  Any condition of this Agreement which may legally be waived may  be
waived  in  writing at any time by the Party which is entitled  to  the  benefit
thereof.  No waiver by any Party of any default, misrepresentation, or breach of
warranty or covenant under this Agreement, 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.

<PAGE>
9.8  AMENDMENT.   Any  Operative Document, or any term,  condition  or  covenant
thereof, may be modified, supplemented, canceled, amended, waived or discharged,
at  any  time, but only by an instrument in writing and signed by an  authorized
officer or Partner of the Party against whom such modification, supplementation,
cancellation, amendment, waiver or discharge is sought to be enforced.

9.9  EXPENSES.  Except as otherwise set forth herein, all legal, accounting  and
other  costs and expenses incurred by each Party hereto in connection  with  the
negotiation, investigation and preparation of this Agreement shall  be  paid  by
the Party which incurs such expenses.

9.10     NOTICES.   All  notices, requests, demands,  and  other  communications
hereunder will be in writing and shall be deemed to have been duly given if  (i)
hand  delivered  to  an officer of the Buyer or a Partner of  the  Seller,  (ii)
transmitted  by  facsimile to 415-393-4976, Attention:  Barry DeMartini  in  the
case  of  the Seller or 214-250-7069, Attention:  President in the case  of  the
Buyer,  (iii)  delivered  to  the United States  Postal  Service,  certified  or
registered mail with postage prepaid to the Notice Addresses to the attention of
the  persons executing this Agreement in the respective behalves of  Seller  and
Buyer, or (iv) delivered prepaid to a nationally recognized overnight courier to
the Notice Addresses to the attention of the persons executing this Agreement in
the  respective behalves of Seller and Buyer, in all cases with a copy to Ronald
Hauben, Esq. (facsimile 212-790-6630) in behalf of the Seller.

9.11    HEADINGS.  The article, section and subsection  headings, if any, in any
Operative Document are inserted for convenience only and shall not constitute  a
part  hereof  or  thereof  or be considered in construing  or  interpreting  any
Operative Document.

9.12    COUNTERPARTS.  The Operative Documents may be executed by the Parties in
any number of counterparts each of which shall for all purposes be deemed to  be
an  original,  but  all  of which together shall constitute  one  and  the  same
instrument.

9.13     CONSTRUCTION.  The Parties have participated jointly in the negotiation
and  drafting of the Operative Documents.  In the event an ambiguity or question
of intent or interpretation arises, any Operative Document shall be construed as
if  drafted  jointly by the Parties and no presumption or burden of proof  shall
arise  favoring or disfavoring any Party by virtue of the authorship of  any  of
the  provisions of any Operative Document.  Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules  and
regulations   promulgated  thereunder,  unless  the  context  clearly   requires
otherwise.  The Parties intend that each representation, warranty, and  covenant
contained  herein  shall  have  independent  significance.   The  word  "or"  is
disjunctive  but not necessarily exclusive.  Words in the singular  include  the
plural;  words  in the plural include the singular.  Words in the neuter  gender
include  the  masculine  and feminine genders, and words  in  the  masculine  or
feminine  gender include the other and neuter genders. The word "including"  and
the  phrase  "not including" shall mean "including without limitation"  or  "not
including  without  limitation" as the case may be.  As used  in  any  Operative
Document, the words "herein," hereof" and "hereunder" and other words of similar
import  shall,  unless  the  context hereof or  thereof  shall  clearly  require
otherwise, refer to that document as a whole and not to any particular  article,
section, subsection, paragraph, subpart or other subdivision.





<PAGE>
9.14    ANNOUNCEMENTS.  Neither Party shall issue any press release or make  any
public announcement relating to the subject matter of this Agreement at any time
within  five  (5) calendar days of the Closing Date, without the  prior  written
approval  of the other Party; provided, however, that either Party may make  any
public  disclosure it believes in good faith, upon the advice of legal  counsel,
is  required by any applicable Legal Requirement or, in the case of  Buyer,  any
listing or trading agreement concerning its publicly-traded securities, in which
case  the disclosing Party will use reasonable commercial efforts to advise  the
other Party prior to making the disclosure.

9.15     INCORPORATION  BY  REFERENCE.  The  attachments,  exhibits,  schedules,
Ancillary  Agreements  and other legal documents required  to  be  delivered  by
either or both Parties by the terms of this Agreement are incorporated herein by
reference and made a part hereof.

9.16     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND  CONSTRUED  AND
ENFORCED  UNDER  THE  LAWS  OF  THE STATE OF ILLINOIS  (WITHOUT  REGARD  TO  THE
CONFLICTS  OF  LAW  RULES  THEREOF WHICH MIGHT  APPLY  THE  LAWS  OF  ANY  OTHER
JURISDICTION).   IN THE EVENT OF A DISPUTE OR IN THE EVENT OF  ANY  OTHER  LEGAL
ACTION  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE  UNITED  STATES
DISTRICT  COURT  FOR THE NORTHERN DISTRICT OF ILLINOIS, AND  THE  GENERAL  CIVIL
TRIAL  COURTS OF COOK COUNTY, ILLINOIS, SHALL BE THE EXCLUSIVE JURISDICTION  AND
VENUE  FOR  SUCH LEGAL ACTION OR PROCEEDING.  Each Party irrevocably waives  any
objection on the grounds of venue, forum non-convenience or any similar  grounds
and  irrevocably consents to service of process by mail or in any  other  matter
permitted by applicable law and consents to the jurisdiction of said courts.

9.17     NOVEMBER  AND  DECEMBER EXPENSES.  Buyer will be  responsible  for  all
expenses  up  to  four  million  dollars (US $4,000,000),  and  Seller  will  be
responsible for all expenses in excess of $4,000,000, arising from the operation
of  the  Business and its successor (the "Post Effective Time Business") in  the
ordinary  course during the period November 1, 1995 through December  31,  1995,
inclusive,  (the  "Interim Period") (including payroll  expenses  plus  expenses
relating  to severance and accrued vacation payments approved by Buyer and  made
in  accordance  with  Seller's standard severance and vacation  polices).   Such
expenses  are to be calculated in accordance with generally accepted  accounting
principles  and  are period expenses accrued or paid during the  Interim  Period
(specifically excluding Accounts Payable associated with expenses incurred prior
to  November  1,  1995).  Such expenses will exclude items  related  to  Partner
compensation  and  include  expenses arising in accordance  with  the  Ancillary
Agreements  (including  for  equipment,  the  subleased  Chicago  premises,  and
transition  services), in lieu of expenses that would otherwise be  incurred  by
the  Post  Effective Time Business for the items contemplated by  the  Ancillary
Agreements.   Interim  Period  expenses  will  include  only  expenses  directly
attributable to the Post Effective Time Business (including expenses  associated
with  marketing  related  to the acquisition) and will  not  include  a  general
allocation of Buyer's overhead or a charge for any of Buyer's existing employees
or any legal fees or associated expenses related to the acquisition.

On  or before January 31, 1996, each Party will provide the other with a list of
Interim  Period expenses incurred by them.  Each Party will represent that  such
expenses  meet all of the criteria set forth in this Section 9.17 and have  been
or  will  be  paid  by them if not yet due.  At the same time, each  Party  will
provide  the  other  with  a list of any cash collections  that  may  have  been
received  by them, since the Effective Time, which properly belong to  and  have
not  yet  been tendered to the other Party.  Upon review, each Party may request
that  the  other  Party provide it with reasonable additional  documentation  in
support of the listed expenses and cash collections.  By February 15, 1996, or

<PAGE>
within 15 days of the availability of the above referenced lists and receipt  of
the   additional  supporting  material  reasonably  requested  by  the  parties,
whichever is the later to occur, Buyer will provide Seller with a schedule  (the
"Reconciliation Schedule") showing total expenses attributable  to  the  Interim
Period incurred by both parties, and an amount to be paid by Buyer to Seller  or
Seller  to  Buyer  in  accordance with this Section 9.17.  In  determining  such
amount,  Buyer will take into account the $4,000,000 expense limit specified  in
this  Section  9.17,  which Party incurred the expense,  and   any  increase  or
decrease  necessitated  by the collection of any cash  belonging  to  the  other
Party.  If the Reconciliation Schedule shows a net amount due Seller, Buyer will
remit  such amount along with the Reconciliation Schedule.  If there  is  a  net
amount  due Buyer, Seller will have 5 days from submission of the Reconciliation
Schedule in which to remit such amount to Buyer.  Simple interest, at an  annual
percentage rate of twelve percent (12%), will be paid by the owing party on  any
net  balance  due from February 15, 1996 until paid; provided, that,  the  Party
owed is not in breach of its obligations under this Section 9.17 to provide data
for inclusion in the Reconciliation Schedule.

9.18     LIMITATION OF LIABILITY.    In all events, neither Party will be liable
to  the  other  Party for any single or aggregate sum in excess of the  Purchase
Price  with  regard  to any Claim arising under any of the Operative  Documents,
whether such Claim arises by contract, tort, operation of law or otherwise.


IN  WITNESS WHEREOF, the Parties to this Agreement, with full knowledge  of  its
contents,  after  consultation with legal counsel and intending  to  be  legally
bound, have duly executed it on this, the second day of December, 1995.


SELLER:
PRICE WATERHOUSE LLP



By:   Willard W. Brittain
Its:  Authorized Partner


BUYER:
COMPUTER LANGUAGE RESEARCH, INC.



By:   Stephen T. Winn
Its:  President
                                        









<PAGE>
                              FOR IMMEDIATE RELEASE


FOR:  COMPUTER LANGUAGE RESEARCH, INC.
       2395 Midway Road
       Carrollton, Texas 75006
       Contact:  Bob Dilworth
                 Vice President - Business Development & Investor Relations
                 214-250-8679
       or
                 Jan Butler
                 Price Waterhouse LLP, Firmwide Communications
                 212-819-4838
               
               
COMPUTER  LANGUAGE RESEARCH, INC. ACQUIRES TMS ASSETS FROM PRICE WATERHOUSE LLP
AND SIGNS AGREEMENT TO LICENSE GOSYSTEM SOFTWARE

CARROLLTON, TEXAS, December 4, 1995 -- Computer Language Research, Inc.,
(Nasdaq/NM: CLRI), today announced an agreement to acquire substantially all of
the assets of the tax compliance software business of Price Waterhouse LLP for
an undisclosed amount of cash.  Price Waterhouse markets corporate tax software
to the tax departments of large corporations under the trade name "TMS."  In
addition, the Company entered into a five-year sole source agreement to license
GoSystem and related software to Price Waterhouse for their internal use.

According to Stephen D. Desmond, National Director of the Price Waterhouse Tax
Technology Group, "Price Waterhouse has re-assessed its make or buy strategy for
tax technology.  We have elected to discontinue development of TMS which is
marketed to large corporate tax departments and is similar to the InSource
software marketed by CLR.  Instead, Price Waterhouse will focus on the
development of tax planning software that is complementary and extends the
capabilities of InSource.  We will be working closely with CLR to merge the best
features of TMS with the best features of InSource.  Our clients will be the
beneficiary of this strategy because they will receive better compliance
software from CLR and more planning software from Price Waterhouse.  Another
benefit of the transaction with CLR is that local offices of Price Waterhouse
will be able to use the GoSystem for internal processing of tax returns.
GoSystem is the best software available on the market for the complex returns
that we prepare internally."

According to Stephen T. Winn, President and CEO of Computer Language Research,
Inc., "The Company's strong cash position and untapped borrowing capacity allow
it to aggressively pursue acquisitions of specialized software applications that
are leaders in their respective vertical markets, generate recurring revenue
streams and are synergistic with the Company's existing sales and technology
infrastructure.  TMS from Price Waterhouse is representative of the type of
synergistic application that is attractive to the Company.  We anticipate that a
portion of the purchase price for TMS will be written off in 1995 as in-process
R&D.  This write-off coupled with seasonal losses expected from the TMS business
in 1995 should reduce CLR's pre-tax operating results in the fourth quarter of
1995 by several million dollars.  An exact determination of the write-off can
not be made until the Company's auditors complete a study of the purchase price
allocation.  Other than the impact of acquisition related activities, we expect
the fourth quarter results to be on plan.  The acquisition is expected to be
additive to earnings in future years."



<PAGE>
According to Allen Harris, Group Vice President of the CLR Corporate Tax Group,
"TMS and InSource have been strong in different areas of tax compliance.  By
working together, our combined development organization will create a TMS
version of our InSource software which incorporates the best features of both
software packages.  CLR will continue to support both the DOS and Windows
versions of TMS for the foreseeable future.  TMS personnel in development,
support and client services have been employed by CLR so that existing TMS
clients will experience continued high quality support which has been a strength
of Price Waterhouse."

Computer Language Research, Inc. is headquartered in Carrollton, Texas, and
maintains sales and support facilities throughout the United States.  The
Company provides tax and accounting information software and services to
accounting firms, banks, corporations, and partnerships under the trade name
Fast-Tax.  The Company also develops and markets residential real estate
property management software to large property management firms and owners of
multi-family apartment complexes under the trade names Rent Roll and On-Site.




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