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Stock Purchase Agreement - Research Engineers Inc., NetGuru Systems Inc., NetGuru Consulting Inc. and Bharat Manglani

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                              AMENDED AND RESTATED

                            STOCK PURCHASE AGREEMENT



                                  by and among


                            RESEARCH ENGINEERS, INC.
                              NETGURU SYSTEMS, INC.
                            NETGURU CONSULTING, INC.

                                       and

                                 BHARAT MANGLANI

                               September 14, 1999


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<CAPTION>
                                                                            Page
      <S>   <C>   <C>   <C>                                                 <C>

      1.    PURCHASE AND SALE OF SHARES......................................1
                  1.1   Purchase and Sale....................................1
                  1.2   Purchase Price.......................................1
                  1.3   Adjustments to Purchase Price........................2
                  1.4   Payment of Purchase Price. ..........................2
                  1.5   Review of Final Balance Sheet. ......................3
                  1.6   Pledge Agreement ....................................3
                  1.7   Cash Withdrawal. ....................................3

      2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLER.......3
                  2.1 Organization; Good Standing;  Qualification
                       and Power.............................................4
                  2.2   Capital Structure....................................4
                              2.2.1 Stock. ..................................4
                              2.2.2 No Other Commitments. ...................4
                  2.3   Authority............................................5
                              2.3.1 Corporate Action. .......................5
                              2.3.2 Seller's Authority. .....................5
                              2.3.3 No Conflict. ............................5
                              2.3.4 Governmental Consents. ..................5
                  2.4   Financial Statements.................................5
                  2.5   Compliance with Applicable Laws. ....................6
                  2.6   Insurance. ..........................................6
                  2.7   Litigation. .........................................6
                  2.8   ERISA and Other Compliance...........................6
                  2.9   Absence of Undisclosed Liabilities. .................8
                  2.10  Absence of Certain Changes or Events. ...............8
                  2.11  No Defaults. .......................................10
                  2.12  Certain Agreements. ................................10
                  2.13  Taxes...............................................10
                  2.14  Intellectual Property. .............................11
                  2.15  Fees and Expenses. .................................11
                  2.16  Environmental Matters...............................11
                  2.17  Interested Party Transactions. .....................12
                  2.18  Disclosure. ........................................12
                  2.19  Restrictions on Business Activities. ...............12
                  2.20  Accounts Receivable. ...............................12
                  2.21  Personal Property. .................................13
                  2.22  Real Property. .....................................13
                  2.23  Warranties. ........................................13
                  2.24  Contracts. .........................................13
                  2.25  No Goods or Products. ..............................13


                                      -i-
<PAGE>

                  2.26  Year 2000 Compliance................................13
                  2.27  Investment Representation. .........................14

      3.    REPRESENTATIONS AND WARRANTIES OF REI...........................14
                  3.1   Organization; Good Standing; Qualification
                         and Power..........................................14
                  3.2   Capital Structure...................................15
                              3.2.1 Stock, Options and Warrants. ...........15
                              3.2.2 No Other Commitments. ..................15
                  3.3   Authority...........................................15
                              3.3.1 Corporate Action. ......................15
                              3.3.2 No Conflict. ...........................15
                              3.3.3 Governmental Consents. .................16
                  3.4   SEC Documents.......................................16
                              3.4.1 SEC Reports. ...........................16
                              3.4.2 Financial Statements. ..................16
                  3.5   Litigation. ........................................16
                  3.6   Fees and Expenses. .................................17
                  3.7   Disclosure. ........................................17
                  3.8   Financial Capacity..................................17
                  3.9   Form S-3 Eligibility. ..............................17

      4.    THE COMPANIES' AND SELLER'S COVENANTS...........................17
                  4.1   Confidentiality. ...................................17
                  4.2   Cooperation in Review of Financial Statements. .....17

      5.    REI COVENANTS...................................................17
                  5.1   Confidentiality. ...................................17
                  5.2   Stock Repurchase....................................18
                  5.3   Conduct of Business of the Companies.  .............18

      6.    EMPLOYEE MATTERS................................................18

      7.    INDEMNIFICATION OF THE PARTIES..................................18
                  7.1   Indemnification by Seller...........................18
                  7.2   Indemnification by REI..............................19
                  7.3   Manner of Indemnification. .........................19

      8.    CLOSINGS........................................................20
                  8.1   Closing Dates. .....................................20
                  8.2   Deliveries  by the  Companies  and Seller at
                         the Closings.......................................20
                  8.3   Delivery by REI at the Closings. ...................21

                                      -ii-
<PAGE>

      9.    CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
             AT THE SECOND CLOSING..........................................21
                  9.1   Accuracy of Representations and Warranties. ........21
                  9.2   Compliance with Law. ...............................22

      10.   CONDITIONS PRECEDENT TO OBLIGATIONS OF REI
             AT THE SECOND CLOSING..........................................22
                  10.1  Accuracy of Representations and Warranties. ........22
                  10.2  Compliance with Law. ...............................22

      11.   NON-COMPETITION.................................................22
                  11.1  Definitions. .......................................22
                  11.2  Non-Solicitation of Employees. .....................23
                  11.3  Non-Solicitation of Customers. .....................23
                  11.4  Additional Agreements...............................23
                  11.5  Remedies; Enforceability............................24

      12.   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
            COVENANTS.......................................................24

      13.   SHARE REPURCHASE OPTION.........................................24

      14.   MISCELLANEOUS...................................................25
                  14.1  Governing Law. .....................................25
                  14.2  Assignment; Binding Upon Successors and Assigns.....25
                  14.3  Severability. ......................................26
                  14.4  Counterparts. ......................................26
                  14.5  Other Remedies. ....................................26
                  14.6  Amendment and Waivers. .............................26
                  14.7  Expenses. ..........................................26
                  14.8  Attorneys' Fees. ...................................26
                  14.9  Notices. ...........................................26
                  14.10 Construction of Agreement. .........................27
                  14.11 No Joint Venture. ..................................27
                  14.12 Further Assurances. ................................27
                  14.13 Absence of Third Party Rights. .....................28
                  14.14 Entire Agreement. ..................................28

      EXHIBIT 1.3 - Earn-Out  Agreement EXHIBIT 1.4(d) - Secured Promissory Note
      EXHIBIT 1.6 - Pledge Agreement EXHIBIT 8.3(a)(vii) SCHEDULES
</TABLE>



                                      -iii-
<PAGE>


<PAGE>

                              AMENDED AND RESTATED
                            STOCK PURCHASE AGREEMENT

      THIS AMENDED AND RESTATED STOCK PURCHASE  AGREEMENT (this  "Agreement") is
entered into this 14th day of September,  1999,  by and among  NetGuru  Systems,
Inc., a New Hampshire corporation ("NSI"), and NetGuru Consulting, Inc. ("NCI"),
a Massachusetts  corporation (NSI and NCI are sometimes individually referred to
as a "Company" and collectively referred to as the "Companies"), Bharat Manglani
("Seller"), and Research Engineers, Inc., a Delaware corporation ("REI").

                                    RECITALS

      A. The parties hereto are parties to that certain Stock Purchase Agreement
dated July 1, 1999, as amended by that certain First Amendment to Stock Purchase
Agreement  dated July 30, 1999 (as amended,  the  "Purchase  Agreement"),  which
provides  for the  purchase by REI of all of the issued and  outstanding  shares
(the  "Shares")  of capital  stock of each  Company,  which  Shares are owned by
Seller.

      B.  Pursuant to the terms of the  Purchase  Agreement,  the closing of the
transactions contemplated therein was to occur no later than August 16, 1999.

      C. Because of delays in obtaining the financing necessary for REI to fully
perform  under  the  Purchase   Agreement,   the  closing  of  the  transactions
contemplated in the Purchase Agreement has not occurred as of the date hereof.

      D. This Agreement replaces, amends and restates the Purchase Agreement.

                                    AGREEMENT

      In consideration of the foregoing  recitals and the respective  covenants,
agreements,  representations and warranties contained herein, the parties hereto
agree as follows:

      1.    PURCHASE AND SALE OF SHARES.

             1.1 Purchase and Sale.  Subject to the terms and conditions of this
Agreement,  at each of the  Closings  (as defined in Section  8.1) Seller  shall
sell,  transfer,  assign and deliver to REI, and REI shall  purchase from Seller
that number of Shares  from Seller as provided  herein such that upon the Second
Closing (as defined in Section  8.1) Seller shall have sold all of the Shares to
REI.
             1.2  Purchase  Price.  Subject  to the  adjustments  to be  made in
accordance with the provisions of Section 1.3, the  consideration  for the sale,
transfer,  assignment  and  delivery  of the  Shares  is  $4,500,000  ("Purchase
Price").  The parties hereto agree and acknowledge  that $30,000 of the Purchase
Price represents  payment for the shares of NCI, and the balance of the Purchase
Price represents payment for the shares of NSI.



                                       1
<PAGE>
             1.3   Adjustments to Purchase Price.

                  (a) At the First Closing (as defined in Section  8.1),  Seller
shall  deliver to REI an  unaudited  consolidated  balance  sheet,  prepared  in
accordance  with generally  accepted  accounting  principles  applied on a basis
consistent with the Companies' audited consolidated balance sheet as at December
31, 1998, of the Companies as at the First Closing Date ("Final Balance Sheet").
The Purchase  Price shall be  increased  by 50% of the amount by which  accounts
receivable  exceed the sum of (i)  accounts  payable and (ii)  accrued  expenses
("Net  Asset  Price") as shown on the Final  Balance  Sheet,  up to a maximum of
$300,000.  The Purchase Price may also be increased if certain performance goals
are met, as set forth in the Earn-Out  Agreement  attached hereto as Exhibit 1.3
("Earn-Out Agreement").

                  (b) At  the  Second  Closing,  REI  shall  deliver  to  Seller
statements of  operations of each Company for the period  beginning on the First
Closing Date and ending on the day preceding the Second  Closing Date,  prepared
in  accordance  with  generally   accepted   accounting   principles   ("Interim
Statements"). The Purchase Price shall be increased by an amount equal to thirty
percent  (30%) of the net income of each  Company,  if any,  as  reported on the
Interim Statements (collectively, the "Net Income Amount").

             1.4   Payment of Purchase Price.       Subject to the terms hereof,
the Purchase  Price shall be paid by REI to Seller as follows:

                  (a) At the  First  Closing,  REI  shall  deliver  to  Seller a
certified  or bank  cashier's  check,  payable to Seller,  or wire  transfer  to
Seller's  account,  in the amount of  $2,500,000,  less amounts paid pursuant to
paragraph (c) below;

                  (b) At the First Closing,  REI shall deliver to Seller 170,635
shares of REI  Common  Stock  ("Stock")  at a price per share  equal to  $6.4465
("Stock Price");

                  (c) At the First  Closing,  REI shall deliver to those persons
named on  Schedule  2.2.2,  REI checks in the  amounts  set forth  opposite  the
respective  names of such  persons as payment in full of amounts  due to each of
them under outstanding,  vested options granted under the NetGuru Systems,  Inc.
1998 Stock Option Plan;

                  (d) At the Second Closing,  REI shall deliver to Seller, REI's
8.5% promissory  note,  dated as of the Second Closing Date and due on the first
anniversary of the First Closing Date, in the principal  amount of $600,000,  in
the form of Exhibit 1.4(d) ("Note"); provided, however, that the amounts payable
under the Note are subject to offset pursuant to the provisions of Section 7.3;

                  (e) At the  Second  Closing,  REI  shall  deliver  to Seller a
certified  or bank  cashier's  check,  payable to Seller,  or wire  transfer  to
Seller's account, in the amount of $300,000;

                  (f) Subject to Section 1.5, at the Second  Closing,  REI shall
pay to Seller,  via a wire transfer to Seller's  account,  the amount of the Net
Asset Price;



                                       2
<PAGE>
                  (g) At the  Second  Closing,  REI  shall  deliver  to Seller a
certified  or bank  cashier's  check,  payable to Seller,  or wire  transfer  to
Seller's account, the Net Income Amount, if any; and

                  (h) At the time and on the  terms  set  forth in the  Earn-Out
Agreement,  REI shall pay to Seller the Earn-Out (as that term is defined in the
Earn-Out Agreement).

             1.5  Review of Final  Balance  Sheet.  REI and its  representatives
shall have 15 days to review the Final  Balance  Sheet.  If REI  disagrees  with
Seller's calculation of the Net Asset Price, REI shall, within 15 days after the
First  Closing  Date,  give  written  notice  to  Seller  of  such  disagreement
specifying in reasonable detail,  insofar as possible,  the nature and extent of
the disagreement.  If REI and Seller are unable to resolve any such disagreement
within 15 days after REI gives Seller notice, the disagreement shall be referred
for final  determination to any accounting firm of national reputation as may be
reasonably  acceptable  to REI and  Seller.  REI and  Seller  may  submit to the
accounting firm any facts that they deem relevant to the determination,  and the
determination  of the accounting  firm shall be conclusive,  non-appealable  and
binding upon REI and Seller for all purposes.  Any necessary  upward  adjustment
determined  by the  accounting  firm  shall be  payable,  via wire  transfer  to
Seller's  account,  by REI within three days after REI and has been  notified of
such determination;  provided,  however,  that REI shall not be required to make
any such payment prior to the Second Closing Date. REI and Seller agree that the
procedures  established  by  Sections  1.2  through  1.5  shall  constitute  the
exclusive  procedures for  determining  the  consideration  to be paid by REI to
Seller for the Shares.  Costs  incurred  pursuant  to this  Section 1.5 shall be
borne equally by REI and Seller.

            1.6 Pledge Agreement. The obligations of REI under the Note shall be
secured by a pledge  agreement in the form of Exhibit 1.6 ("Pledge  Agreement"),
executed  by REI in favor of Seller  granting a security  interest in all of the
Shares. The Companies shall also execute,  and record or file where appropriate,
such Uniform  Commercial Code ("UCC")  financing  statements,  UCC  continuation
statements,  and such  other  documents  and  instruments  as may be  reasonably
requested by Seller for the purpose of perfecting  Seller's security interest in
the Shares.

            1.7 Cash Withdrawal. Immediately preceding the First Closing, Seller
may cause each Company to withdraw all cash amounts  contained in each Company's
respective bank account and to pay over to Seller such amounts.




                                       3
<PAGE>
      2. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLER.

            Except as set forth in a schedule  dated the date of this  Agreement
and  delivered  by  the  Companies  and  Seller  to  REI  concurrently  herewith
("Disclosure Schedule")  specifically  identifying the Section of this Agreement
requiring the delivery of such disclosure,  the Companies and Seller jointly and
severally  represent and warrant to REI as set forth below.  In this  Agreement,
any reference to any event,  change or effect being  "material"  with respect to
any  entity or group of  entities  means any  material  event,  change or effect
related  to  the  condition  (financial  or  otherwise),   properties,   assets,
liabilities,  businesses, operations, results of operations or prospects of such
entity  or group of  entities  taken as a  whole.  In this  Agreement,  the term
"Material Adverse Effect" used in connection with a party or any of that party's
subsidiaries means any event, change or effect that is materially adverse to the
condition (financial or otherwise), properties, assets, liabilities, businesses,
operations or results of operations of that party and its subsidiaries, taken as
a whole;  provided,  however,  that a Material Adverse Effect shall not include:
(a) any adverse  effect  resulting  from  conditions  affecting the  engineering
software  industry  as a whole or the United  States  economy as a whole;  (b) a
failure by the Companies to meet internal  earnings or revenue  projections;  or
(c) any disruption of customer or supplier  relationships  arising primarily out
of or resulting primarily from actions contemplated by the parties in connection
with, or which is primarily  attributable to the  announcement of this Agreement
and the transactions contemplated hereby, to the extent attributable thereto.

            2.1  Organization;  Good  Standing;  Qualification  and Power.  Each
Company is a corporation  duly organized,  validly existing and in good standing
under  the laws of the  jurisdiction  of its  incorporation,  has all  requisite
corporate  power and authority to own,  lease and operate its  properties and to
carry on its business as now being conducted,  and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership or leasing of its  properties  makes  qualification  necessary,
other  than in  jurisdictions  where the  failure  to  qualify  would not have a
Material Adverse Effect. Neither Company owns, directly or indirectly, shares of
capital  stock of any other  corporation  or any  equity  interest  in any other
entity,  nor does either  Company  control,  directly or  indirectly,  any other
corporation, association or business organization. The Companies and Seller have
made   available  to  REI  complete  and  correct  copies  of  the  articles  of
incorporation and bylaws of each Company, in each case as amended to the date of
this  Agreement,  and copies of all minutes of  meetings  and actions by written
consent of shareholders, directors and board committees of each Company.

            2.2   Capital Structure.

                  2.2.1 Stock.  The authorized  capital stock of NSI consists of
10,000,000 shares of common stock, no par value per share,  including  1,000,000
shares  designated Class A Common Stock and 9,000,000 shares  designated Class B
Common Stock,  (together,  "NSI Common Stock").  The authorized capital stock of
NCI  consists of 200,000  shares of Common  Stock,  no par value per share ("NCI
Common Stock"). As of the date of this Agreement, 7,000,000 shares of NSI Common
Stock and 200,000  shares of NCI Common  Stock are issued and  outstanding.  All
outstanding  shares of the capital stock of the  Companies  are validly  issued,
fully paid and nonassessable, are not subject to preemptive rights and as of the
First  Closing  Date are owned by Seller  free and clear of any liens,  security
interests, pledges, agreements,  claims, charges or encumbrances.  The Shares to
be sold to REI at the Second  Closing  are owned by Seller free and clear of any
liens, security interests, pledges, agreements, claims, changes or encumbrances.

                  2.2.2 No Other  Commitments.  Except as set forth on  Schedule
2.2.2, there are no options,  warrants, calls, rights,  commitments,  conversion
rights or agreements  of any character to which either  Company is a party or by
which either Company is bound  obligating  either  Company to issue,  deliver or
sell, or cause to be issued,  delivered or sold,  any shares of capital stock of
either  Company or securities  convertible  into or  exchangeable  for shares of
capital stock of either Company,  or obligating either Company to grant,  extend
or enter into any option, warrant, call, right, commitment,  conversion right or
agreement.  There are no voting trusts or other agreements or  understandings to
which  either  Company  or Seller is a party  with  respect to the voting of the
capital stock of either Company.



                                       4
<PAGE>
            2.3   Authority.

                  2.3.1  Corporate  Action.  The  Companies  have all  requisite
corporate  power and authority to enter into this Agreement and to perform their
obligations  hereunder and to consummate the  transactions  contemplated by this
Agreement. The execution and delivery of this Agreement by the Companies and the
consummation by the Companies of the transactions  contemplated hereby have been
duly authorized by all necessary  corporate action on the part of the Companies.
This  Agreement  has been duly  executed and  delivered by NSI and NCI, and this
Agreement is the valid and binding  obligation of the Companies  enforceable  in
accordance with its terms, except that such enforceability may be subject to (i)
bankruptcy,  insolvency,  reorganization  or other  similar  laws  affecting  or
relating  to  enforcement  of  creditors'  rights  generally  and  (ii)  general
equitable principles.

                  2.3.2 Seller's  Authority.  Seller has full power and capacity
to enter  into  this  Agreement.  This  Agreement  has been  duly  executed  and
delivered by Seller and this  Agreement is the valid and binding  obligation  of
Seller, enforceable in accordance with its terms, except that enforceability may
be subject to (i) bankruptcy,  insolvency,  reorganization or other similar laws
affecting or relating to  enforcement  of creditors'  rights  generally and (ii)
general equitable principles.

                  2.3.3  No  Conflict.  Neither  the  execution,   delivery  and
performance  of  this  Agreement,  nor  the  consummation  of  the  transactions
contemplated  hereby nor  compliance  with the  provisions  hereof will conflict
with, or result in any violations of, or cause a default (with or without notice
or lapse  of  time,  or both)  under,  or give  rise to a right of  termination,
amendment,  cancellation or acceleration of any obligation  contained in, or the
loss of any  material  benefit  under,  or result in the  creation  of any lien,
security interest,  charge or encumbrance upon any of the material properties or
assets of either  Company  under,  any term,  condition  or provision of (x) the
articles of  incorporation or bylaws of either Company or (y) any loan or credit
agreement,  note, bond, mortgage,  indenture, lease or other material agreement,
judgment,  order, decree, statute, law, ordinance, rule or regulation applicable
to either  Company or its properties or assets,  other than any such  conflicts,
violations,   defaults,   losses,   liens,   security  interests,   charges,  or
encumbrances which, individually or in the aggregate,  would not have a Material
Adverse Effect.

                  2.3.4 Governmental  Consents. No consent,  approval,  order or
authorization  of, or  registration,  declaration  or filing  with,  any  court,
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality, domestic or foreign (each a "Governmental Entity"), is required
to be obtained by either  Company in connection  with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby.



                                       5
<PAGE>
            2.4 Financial  Statements.  Seller has  heretofore  furnished to REI
copies of: (a) the Companies' unaudited  consolidated balance sheets at December
31, 1997, and the related statement of income and changes in financial  position
for the period then ended,  together  with the related  notes  thereto,  (b) the
Companies'  audited  consolidated  balance  sheet at December 31, 1998,  and the
related  statement  of income and changes in  financial  position for the period
then ended,  together with the related  notes  thereto and the auditors'  report
thereon of Deloitte & Touche, independent certified public accountants,  and (c)
the Companies'  unaudited  consolidated  balance sheet ("Balance Sheet") at July
31, 1999 ("Balance  Sheet Date"),  and the related  statement of income and cash
flow for the period then ended,  together  with the related notes  thereto.  All
financial  statements  referred to in this Section 2.4 ("Financial  Statements")
are  complete and  correct,  have been  prepared in  accordance  with  generally
accepted  accounting  principles  applied  on  a  consistent  basis  during  the
respective periods,  and fairly present the consolidated  financial condition of
the Companies as at the respective dates thereof and the consolidated results of
operations of the Companies for the respective periods covered by the statements
of income  contained  therein.  Neither Company has any material  obligations or
liabilities,  contingent  or  otherwise,  not fully  disclosed by the  Financial
Statements.

            2.5  Compliance  with  Applicable  Laws.  The  Business is not being
conducted in violation of any law, ordinance,  regulation,  rule or order of any
Governmental  Entity where the violation  would have a Material  Adverse Effect.
Neither  Company  has  been  notified  by  any  Governmental   Entity  that  any
investigation or review with respect to either Company is pending or threatened,
nor has any  Governmental  Entity  notified  either  Company of its intention to
conduct an investigation or review. The Companies have all permits, licenses and
franchises from  Governmental  Entities  required to conduct the Business as now
being  conducted,  except  for those  whose  absence  would not have a  Material
Adverse Effect.

            2.6 Insurance. The Companies maintain and at all times since January
1, 1997 have maintained  general liability  insurance that the Companies believe
to be reasonably prudent for the Business.  Schedule 2.6 contains a complete and
correct  list of all  insurance  policies  maintained  by  either  Company.  The
Companies have delivered or made available to REI complete and correct copies of
all such  policies,  together  with all riders  and  amendments  thereto.  These
policies  are in full force and effect,  and all  premiums due thereon have been
paid.  The Companies  have complied in all material  respects with the terms and
provisions  of  the  policies.  In the  opinion  of  Seller  and  the  Companies
reasonably formed and held, there is no reasonable basis on which a claim should
or could be made under any such policy.

            2.7 Litigation. There is no suit, action, arbitration, demand, claim
or  proceeding  pending or, to the best  knowledge of the  Companies and Seller,
threatened  against  either  Company,   nor  is  there  any  judgment,   decree,
injunction,  rule or order of any Governmental Entity or arbitrator  outstanding
against either Company that, individually or in the aggregate,  could reasonably
be expected to have a Material Adverse Effect. The Companies have made available
to REI correct and complete copies of all correspondence prepared by its counsel
for the Companies'  accountants in connection  with the last completed  audit of
the Companies' financial statements and any correspondence since the date of the
last audit.



                                       6
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            2.8   ERISA and Other Compliance.

                  (a) The  Companies  have made  available  to REI a list of all
employees of either Company and their salaries as of the date of this Agreement.
The Companies have made  available to REI copies of (i) each  "employee  benefit
plan," as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974,  as amended  ("ERISA"),  and (ii) all other  written or formal plans or
agreements involving direct or indirect  compensation or benefits (including any
employment  agreements  entered into between  either Company and any employee of
either Company but excluding workers'  compensation,  unemployment  compensation
and other  government-mandated  programs)  currently or  previously  maintained,
contributed  to or entered into by either  Company under which either Company or
an ERISA  Affiliate  (as  defined  below) of either  Company  has any present or
future  obligation  or  liability   (collectively,   "Employee  Plans").  "ERISA
Affiliates"  means any entity  which is a member of (A) a  "controlled  group of
corporations," as defined in Section 414(b) of the Internal Revenue Code of 1986
(the  "Code"),  (B) a group of entities  under  "common  control," as defined in
Section 414(c) of the Code, or (C) an "affiliated  service group," as defined in
Section 414(m) of the Code, or treasury  regulations  promulgated  under Section
414(o) of the Code, any of which includes either Company. Copies of all Employee
Plans (and, if applicable,  related trust agreements) and all amendments thereto
and written  interpretations  thereof (including summary plan descriptions) have
been made available to REI.  Neither Company has yet been required to prepare or
file an annual report (Form 5500, including, if applicable,  Schedule B thereto)
in  connection  with any  Employee  Plan.  Copies of all  Employee  Plans  which
individually  or  collectively  would  constitute an "employee  pension  benefit
plan," as defined in Section 3(2) of ERISA (collectively, "Pension Plans"), have
been made available to REI. No contributions are due or past due from either NSI
or NCI with respect to any of the Employee Plans. Each of the Employee Plans has
been  maintained  in  compliance  with  its  terms  and  with  the  requirements
prescribed by any and all statutes,  orders,  rules and regulations,  including,
without  limitation,  ERISA and the Code,  which are  applicable to the Employee
Plans except for noncompliance which would not have a Material Adverse Effect.

                  (b) None of the Pension  Plans  constitutes,  or has since the
enactment of ERISA  constituted,  a "multiemployer  plan," as defined in Section
3(37)  of  ERISA.  No  Pension  Plans  are  subject  to Title  IV of  ERISA.  No
"prohibited  transaction," as defined in Section 406 of ERISA or Section 4975 of
the Code, has occurred with respect to any of the Employee Plans that is covered
by Title I of ERISA which would result in a material liability to the Companies,
taken as a whole,  excluding  transactions  effected  pursuant to a statutory or
administrative exemption.  Nothing done or omitted to be done and no transaction
or holding of any asset under or in  connection  with any of the Employee  Plans
has or will make  either NSI or NCI or any  officer or director of either NSI or
NCI subject to any material  liability  under Title I of ERISA or liable for any
material tax or penalty  pursuant to Sections  4972,  4975,  4976 or 4979 of the
Code or Section 502 of ERISA.

                  (c) Any of the Pension  Plans that is intended to be qualified
under Section  401(a) of the Code (a "401(a) Plan") is so qualified and has been
so qualified  during the period from its adoption to date, and the trust forming
a part thereof is exempt from tax pursuant to Section 501(a) of the Code.




                                       7
<PAGE>
                  (d) The  Companies  have made  available to REI a list of each
employment,  severance or other similar contract, arrangement or policy and each
plan or arrangement providing for insurance coverage (including any self-insured
arrangements),   workers'  benefits,  vacation  benefits,   severance  benefits,
disability  benefits,  death  benefits,   hospitalization  benefits,  retirement
benefits, deferred compensation,  profit-sharing,  bonuses, stock options, stock
purchase,  phantom  stock,  stock  appreciation  or  other  forms  of  incentive
compensation  or  post-retirement   insurance,   compensation  or  benefits  for
employees,  consultants or directors which (i) is not one of the Employee Plans,
(ii) is  entered  into,  maintained  or  contributed  to, as the case may be, by
either  Company  and (iii)  covers any  employee  or former  employee  of either
Company.  The  contracts,  plans and  arrangements  described in this  paragraph
2.8(d) are referred to collectively as the "Benefit  Arrangements."  Each of the
Benefit  Arrangements  has been  maintained in substantial  compliance  with its
terms and with the  requirements  prescribed  by any and all  statutes,  orders,
rules  and  regulations  which  are  applicable  to  Benefit  Arrangements.  The
Companies  have made available to REI a complete and correct copy or description
of each of the Benefit Arrangements.

                  (e) There has been no amendment to, written  interpretation or
announcement by either Company relating to, or change in employee  participation
or coverage under, any of the Employee Plans or Benefit  Arrangements that would
increase  materially  the expense of  maintaining  the Employee Plans or Benefit
Arrangements  above the level of the expense incurred in respect thereof for the
fiscal year ended December 31, 1998.

                  (f) The Companies have  provided,  or will have provided prior
to the First Closing,  to individuals  entitled thereto all required notices and
coverage  pursuant  to Section  4980B of the Code and the  Consolidated  Omnibus
Budget  Reconciliation  Act of 1985, as amended  ("COBRA"),  with respect to any
"qualifying  event" (as defined in Section  4980B(f)(3)  of the Code)  occurring
prior to and including  the First  Closing Date,  and no material tax payable on
account  of  Section  4980B of the Code has been  incurred  with  respect to any
current or former employees (or their beneficiaries) of either Company.

                  (g) No  benefit  or  compensation  payable or which may become
payable by either  Company  pursuant to any of the Employee Plans or any Benefit
Arrangements  or as a result  of or  arising  under  this  Agreement  shall  (i)
constitute an "excess  parachute  payment" (as defined in Section  280G(b)(1) of
the Code) which is subject to the imposition of an excise tax under Section 4999
of the Code or which would not be  deductible  by reason of Section  280G of the
Code or (ii) be nondeductible by reason of Section 162(m) of the Code.

                  (h) The Companies  are in compliance in all material  respects
with all  applicable  laws,  agreements  and contracts  relating to  employment,
employment  practices,  wages,  hours,  and terms and  conditions of employment,
including,  but not limited to, employee compensation matters, but not including
ERISA.

                  (i) The  Companies  have  good  labor  relations  and  have no
knowledge of any facts  indicating  that the  consummation  of the  transactions
contemplated hereby will have a material adverse effect on labor relations,  and
have no knowledge that any of their key employees intends to leave their employ.

            2.9  Absence of  Undisclosed  Liabilities.  Except as  disclosed  on
Schedule 2.9, at the Balance Sheet Date, (i) the Companies had no liabilities or
obligations of any nature (matured or unmatured, fixed or contingent) which were
material to the  Companies,  taken as a whole,  and were not provided for in the
Balance Sheet and (ii) all reserves  established  by the Companies and set forth
in the Balance Sheet were reasonably adequate.

            2.10    Absence of Certain Changes or Events.    Since  the  Balance
Sheet Date there has not occurred:

                  (a) any  change in the  condition  (financial  or  otherwise),
properties, assets, liabilities,  businesses,  operations, results of operations
or prospects of the Companies taken as a whole that could reasonably  constitute
a Material Adverse Effect;




                                       8
<PAGE>
                  (b) any amendments or changes in the articles of incorporation
or bylaws of either Company;

                  (c) any  damage,  destruction  or  loss,  whether  covered  by
insurance or not, that could reasonably constitute a Material Adverse Effect;

                  (d)  any  material   increase  in  or   modification   of  the
compensation  or benefits  payable or to become payable by either Company to any
of its  directors  or  employees,  except in the  ordinary  course  of  business
consistent with past practice;

                  (e) any  material  increase in or  modification  of any bonus,
pension,  insurance  or  any of  the  Employee  Plans  or  Benefit  Arrangements
(including, but not limited to, the granting of stock options,  restricted stock
awards  or  stock  appreciation  rights)  made  to,  for or with  any of  either
Company's  employees,  other than in the ordinary course of business  consistent
with past practice;

                  (f) any  acquisition or sale of a material  amount of property
or assets of either  Company,  other  than in the  ordinary  course of  business
consistent with past practices;

                  (g) any (A)  incurrence,  assumption  or  guarantee  by either
Company of any debt for borrowed  money;  (B) issuance or sale of any securities
convertible into or exchangeable  for debt securities of either Company;  or (C)
issuance  or sale of options  or other  rights to acquire  from  either  Company
directly or  indirectly,  debt  securities of either  Company or any  securities
convertible into or exchangeable for any such debt securities;

                  (h) any  creation  or  assumption  by  either  Company  of any
mortgage, pledge, security interest or lien or other encumbrance on any asset;

                  (i) any making of any loan, advance or capital contribution to
or  investment in any person other than (i) travel loans or advances made in the
ordinary course of business of either Company,  (ii) other loans and advances in
an aggregate  amount which does not exceed  $25,000  outstanding at any time and
(iii) purchases on the open market of liquid, publicly traded securities;

                  (j)  any  entering   into,   amendment   of,   relinquishment,
termination or non-renewal by either Company of any contract, lease transaction,
commitment  or other right or  obligation  other than in the ordinary  course of
business;

                  (k)  any  transfer  or  grant  of  any  material  intellectual
property right of either Company, other than those transferred or granted in the
ordinary course of business;

                  (l) any labor  dispute  or charge  of  unfair  labor  practice
(other than routine  individual  grievances)  or, to the Companies' and Seller's
knowledge, any activity or proceeding by a labor union or representative thereof
to organize any employees of either Company or any campaign  being  conducted to
solicit authorization from employees to be represented by the labor union; or



                                       9
<PAGE>
                  (m) any  agreement or  arrangement  made by either  Company to
take any action  which,  if taken prior to the date hereof,  would have made any
representation  or warranty  set forth in this  Agreement  materially  untrue or
incorrect unless otherwise disclosed.

            2.11 No Defaults.  Neither  Company is in default  under,  and there
exists no event,  condition or occurrence which,  after notice or lapse of time,
or both,  would  constitute a default by either Company  under,  any contract or
agreement to which either  Company is a party and which would,  if terminated or
modified, have a Material Adverse Effect.

            2.12 Certain Agreements.  Neither the execution and delivery of this
Agreement nor the consummation of the transactions  contemplated hereby will (i)
result in any payment (including,  without limitation,  severance,  unemployment
compensation, golden parachute, bonus or otherwise) becoming due to any director
or employee of either  Company  from either  Company,  under any of the Employee
Plans, Benefit Arrangements or otherwise,  (ii) materially increase any benefits
otherwise  payable under any of the Employee Plans, the Benefit  Arrangements or
otherwise or (iii) result in the  acceleration of the time of payment or vesting
of any benefits.

            2.13  Taxes.

                  (a) For  purposes  of this  Agreement,  "Tax" or  collectively
"Taxes" means any and all federal,  state, local and foreign taxes,  assessments
and other governmental charges, duties,  impositions and liabilities,  including
taxes based upon or measured by gross receipts,  income, profits, sales, use and
occupation,  and value  added,  ad valorem,  transfer,  franchise,  withholding,
payroll, recapture,  employment,  estimated, excise and property taxes, together
with all interest, penalties and additions imposed with respect to those amounts
and any obligations  under any agreements or arrangements  with any other person
with  respect  to those  amounts  and  including  any  liability  for taxes of a
predecessor entity.

                  (b) Except as set forth in Schedule 2.13:

                        (i)   As of the  First  Closing,  the  Companies  will
have prepared and filed all required federal, state, local, and foreign returns,
estimates,  information  statements,  and reports  relating to any and all Taxes
("Returns")  concerning or attributable to the Companies that are required to be
filed by or with respect to the Companies on or prior to the First Closing,  and
each of the Returns  shall be, to the  knowledge  of the  Companies  and Seller,
true,  correct,  and  complete  in all  material  respects  and shall  have been
completed in accordance with applicable law;

                        (ii)  As of the  First  Closing,  the  Companies:  (A)
will have paid or accrued  in  accordance  with  generally  accepted  accounting
principles all Taxes  concerning or  attributable  to the Companies  relating to
periods ending on or before the First Closing regardless of whether reflected on
Returns and (B) will have withheld  with respect to their  employees all federal
and state income taxes, FICA, FUTA, and other Taxes required to be withheld;

                        (iii) The  Companies  have not been  delinquent in the
payment  of any Tax nor is there any Tax  deficiency  outstanding,  proposed  or
assessed  against the Companies,  nor have the Companies  executed any waiver of
the statute of  limitations  on or extending  the period for the  assessment  or
collection of any Taxes;



                                       10
<PAGE>
                        (iv)  The  Companies  have no  liabilities  for unpaid
federal,  state, local and foreign Taxes which have not been accrued or reserved
in accordance with generally  accepted  accounting  principles on the Companies'
Balance Sheet;

                        (v)   There are (and as of  immediately  following the
First  Closing  there  will be) no liens,  pledges,  charges,  claims,  security
interests,  or other  encumbrances  of any sort  ("Liens")  on the assets of the
Companies  relating  or  attributable  to Taxes  other  than liens for sales and
payroll taxes not yet due and payable;

                        (vi)  The   Companies   have  no   knowledge   of  any
reasonable  basis for the  assertion of any claim  relating or  attributable  to
Taxes which, if adversely determined,  would result in any Lien on the assets of
the Companies;

                        (vii) Neither  Company  is a party  to a tax  sharing,
allocation,  indemnification  or similar  agreement  or  arrangement,  and the
Companies do not owe any amount under any agreement or arrangement;

                        (viii)      The  Companies  have not taken any  action
not in accordance with past practice that would have the effect of deferring any
Tax  liability  of the  Companies  from any  period  ending on before  the First
Closing Date to any taxable period ending after such First Closing Date;

                        (ix)  Neither  Company was  acquired  in a  "qualified
stock  purchase"  under Code  Section  338(d)(3),  and no  elections  under Code
Section 338(g),  protective  carryover basis  elections,  or offset  prohibition
elections are applicable to either NSI or NCI or any  predecessor  corporations;
and

                         (x)  The tax  bases  of the  assets  of  NetGuru  for
purposes of determining  future  amortization,  depreciation,  and other federal
income tax deductions  are accurately  reflected on the tax books and records of
NetGuru.

            2.14  Intellectual  Property.  Except as set forth in Schedule 2.14,
there are no patents, patent applications,  trademarks, service marks, trademark
and service mark applications, trade names and copyrights material to the lawful
and efficient  operation of the business of the Companies as presently conducted
and as presently proposed to be conducted.

            2.15  Fees and  Expenses.  Except  as set  forth in  Schedule  2.15,
neither the  Companies  nor Seller has have paid or become  obligated to pay any
fee or commission to any broker,  finder or  intermediary in connection with the
transactions contemplated by this Agreement. the Companies and Seller agree that
any such fees or  commissions  described in the preceding  sentence shall be the
sole responsibility of Seller, whether or not either of the Closings occurs.



                                       11
<PAGE>
            2.16  Environmental Matters.

                  (a) To the  Companies'  and  Seller's  knowledge,  none of the
properties or facilities of either Company is in violation of any federal, state
or local law,  ordinance,  regulation or order relating to industrial hygiene or
to the environmental conditions on, under or about the properties or facilities,
including,  but not limited to, soil and ground water condition except where the
violations would not constitute a Material Adverse Effect.  During the time that
the Companies have owned or leased their properties and facilities,  neither the
Companies nor, to the Companies' and Seller's  knowledge,  any third party,  has
released,  used,  generated,  manufactured  or  stored  on,  under or about  the
properties or facilities or  transported to or from the properties or facilities
any hazardous materials.

                  (b)  During the time that the  Companies  have owned or leased
their  properties  and  facilities,  there  has been no  litigation  brought  or
threatened  against  either  Company  by, or any  settlement  reached  by either
Company with, any party or parties alleging the presence,  disposal,  release or
threatened  release  of any  hazardous  materials  on,  from or under any of the
properties or facilities.

            2.17 Interested Party Transactions. No officer or director of either
Company or any  "affiliate" or  "associate"  (as those terms are defined in Rule
405 promulgated under the Securities Act of 1933, as amended ("Securities Act"))
of any such person has had, either directly or indirectly,  a material  interest
in:  (i) any  person or  entity  which  purchases  from or  sells,  licenses  or
furnishes to either Company any material amount of goods,  property,  technology
or  intellectual  or other  property  rights or  services;  or (ii) any material
contract or agreement  to which either  Company is a party or by which it may be
bound or affected.

            2.18 Disclosure. No representation or warranty made by the Companies
or Seller in this  Agreement,  nor any document,  written  information,  written
statement, financial statement, certificate or exhibit prepared and furnished or
to be prepared and furnished by the Companies,  Seller or their  representatives
pursuant to this Agreement or in connection with the  transactions  contemplated
hereby or thereby,  when taken  together,  contains  any untrue  statement  of a
material  fact,  or  omits  to  state a  material  fact  necessary  to make  the
statements or facts  contained  herein or therein not misleading in light of the
circumstances under which they were furnished.

            2.19  Restrictions  on  Business  Activities.  There is no  material
agreement,  judgment,  injunction,  order or decree  binding upon either Company
that has or could  reasonably be expected to have the effect of  prohibiting  or
materially impairing any business practice of either Company, any acquisition of
property  by either  Company or the  conduct of  business  by either  Company as
currently conducted.

            2.20 Accounts Receivable. Attached hereto as Schedule 2.20 is a true
and  complete  list of all  Accounts  Receivable  owed to the  Companies  at the
Balance Sheet Date,  including all Accounts  Receivable from affiliated parties.
Except to the extent  collected  since the  Balance  Sheet  Date,  all  Accounts
Receivable are reflected on the Financial  Statements and Schedule 2.20 are, and
all Accounts Receivable of the Companies accruing or created between the Balance
Sheet  Date and the First  Closing  Date are and will be,  (a)  valid  bona fide
claims  against  debtors  for  sales or other  charges,  and (b)  subject  to no
defenses, set-offs, or counterclaims. No loss reserves are required with respect
to such notes and accounts  receivable.  The Companies have no reason to believe
that the Accounts Receivable are not collectible in accordance with their terms.
The  Companies  will provide to REI at the First  Closing a list of all Accounts
Receivable owed to the Companies at the First Closing Date.



                                       12
<PAGE>
            2.21  Personal  Property.  The Companies  have good title,  free and
clear of all title defects,  objections and liens, including without limitation,
leases,  chattel  mortgages,  conditional sales contracts,  collateral  security
arrangements and other title or interest-retaining  arrangements,  to all of its
machinery,  equipment,  furniture,  inventory and other personal  property.  All
personal  property used in the Business is in good operating  condition.  All of
the  leases  to  personal  property  utilized  in the  Business  are  valid  and
enforceable  against the Companies and are not in default by the Companies,  or,
to the  knowledge  of the  Companies  and Seller,  are any of the other  parties
thereto in default thereof.

            2.22 Real  Property.  The  Companies  do not own any real  property.
Schedule  2.22  contains a list of all leases for real  property to which either
Company is a party, the square footage leased with respect to each lease and the
expiration  date of each lease.  These leases are valid and  enforceable and are
not in default.  To the knowledge of the Companies and Seller, the real property
leased or occupied by either Company,  the improvements located thereon, and the
furniture, fixtures and equipment relating thereto (including plumbing, heating,
air  conditioning  and  electrical  systems),  conform to any and all applicable
health,  fire,  safety,  zoning,  land use and  building  laws,  ordinances  and
regulations.  There are no outstanding  contracts made by either Company for any
improvements made to the real property leased or occupied by either Company that
have not been paid for.

            2.23 Warranties.  The Companies have made no written or, to Seller's
knowledge,  oral warranties or guarantees  relating to their services other than
as implied or required by law. The Companies have no warranty or indemnification
obligations relating to patents or other proprietary rights.

            2.24 Contracts.  Schedule 2.24 lists all oral or written agreements,
notes,  instruments  or contracts to which either Company is a party or by which
its assets or  properties  may be bound which  involve the payment or receipt of
more than  $25,000 (on an annual  basis),  or which have a term of more than one
year,  or which  involve  intellectual  property,  or which  are  employment  or
consulting   agreements   ("Contracts").   Neither  Company  is  in  default  in
performance of its obligations  under any material  provisions of the Contracts.
Neither the  Companies  nor Seller have any  knowledge  of any  violation  of or
default  under any Contract by any other party  thereto or any  knowledge of any
intent by any other party to an Contract  not to perform its  obligations  under
any Contract.

            2.25    No Goods or Products.     The  Companies do not and have not
developed,  sold,  marketed or distributed any goods or products.




                                       13
<PAGE>

            2.26  Year 2000 Compliance.

                  (a) The Companies  have  identified  mission-critical  systems
related to the Year 2000 and believe that their systems, equipment and processes
are  substantially  Year 2000 ready.  This  identification  and assessment  also
involved  identification  of vendors that may have a  significant  impact on the
Companies' operations and their expected completion of any conversions. Although
the Companies are addressing  such issues in what they consider to be sufficient
time prior to the century rollover, there can be no assurance that there will be
no interruption of operations or other limitations of system  functionality,  or
that the Companies will not incur  substantial  costs to avoid such occurrences.
The Companies have not sold any software products and have not made any warranty
or guarantee  regarding Year 2000 compliance on any consulting services provided
by them to their customers.

                  (b) The Companies  have  initiated  communications  with their
significant  suppliers and large  customers to determine the extent to which the
Companies'  internal  applications and other interface systems are vulnerable to
those third parties' failure to remedy their own Year 2000 issues.  There can be
no assurance that other companies'  systems on which the Companies' systems rely
will be timely  converted and would not have an adverse effect on the Companies'
systems.  The most  reasonably  likely  worst  case  scenario  would be that the
Companies' significant customers' inability to remedy their own Year 2000 issues
would prevent them from purchasing the Companies' services.

            2.27  Investment  Representation.  Seller  acknowledges  that,  upon
issuance,  the  Stock  will not have been  "registered"  and will  therefore  be
"restricted securities" as these terms are used under the Securities Act and the
rules and regulations  thereunder.  By his execution of this  Agreement,  Seller
agrees,  represents  and warrants that (i) his  acquisition  of the Stock is for
investment  only, for his own account and not with a view to  "distribution"  as
that term is used under the Securities Act, (ii) he is an "accredited  investor"
as that term is used in Regulation D under the Securities  Act, and (iii) he has
received a copy of REI's Form 10-KSB for the fiscal  year ended March 31,  1999.
Seller   agrees  that  he  shall  not  at  any  time  make  any  sale,   pledge,
hypothecation,  gift or other transfer of Stock except  pursuant to an effective
registration statement under the Securities Act or pursuant to the provisions of
Rule 144 under the  Securities Act or another  exemption  from the  registration
requirements of the Securities Act, and in accordance with any applicable  state
"blue sky" or other  securities laws, and that prior to making any sale or other
disposition of Stock pursuant to any such  exemption,  he shall, if requested by
REI, obtain an opinion of counsel, satisfactory to REI's counsel, that such sale
complies with applicable  federal and state securities laws.  Seller agrees that
he  has  been  informed  that  the  Stock  must  be  held  indefinitely   unless
subsequently  registered  under the  Securities  Act or an  exemption  from such
registration is available and he understands  that any sale of the Stock made in
reliance  upon Rule 144,  or any other  like  rule,  can be made only in limited
amounts in accordance with the terms and conditions of those rules and, if those
rules are not  applicable,  any  resale  may  require  compliance  with  another
available exemption under the Securities Act or, in the alternative, may require
registration of the Stock.  Seller  acknowledges  that,  except as expressly set
forth in Section 5.6, REI is under no obligation to repurchase the Stock. Seller
acknowledges  that REI shall  cause a legend  to be  placed on the  certificates
representing the Stock to reflect the foregoing.




                                       14
<PAGE>

      3.    REPRESENTATIONS AND WARRANTIES OF REI.

      REI hereby represents and warrants to Seller as follows:

            3.1 Organization;  Good Standing;  Qualification and Power. REI is a
corporation duly incorporated,  organized, validly existing and in good standing
under  the laws of the  jurisdiction  of its  incorporation,  has all  requisite
corporate  power and authority to own,  lease and operate its  properties and to
carry on its business as now being conducted,  and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership or leasing of its  properties  makes  qualification  necessary,
other  than in  jurisdictions  where the  failure  to  qualify  would not have a
Material  Adverse  Effect.  REI has made  available  to  Seller  or his  counsel
complete and correct copies of the  certificate of  incorporation  and bylaws of
REI,  in each case as amended to the date of this  Agreement,  and copies of all
minutes of meetings and actions by written  consent of  shareholders,  directors
and board committees of REI.

            3.2   Capital Structure.

                  3.2.1 Stock,  Options and  Warrants.  The  authorized  capital
stock of REI consists of 20,000,000  shares of common stock,  $.01 par value per
share ("REI Common Stock"),  357,143 shares of Series A 5% Convertible Preferred
Stock, $.01 par value per share (the "Series A Preferred Stock"), 371,429 shares
of Series B 5%  Convertible  Preferred  Stock,  $.01 par  value  per share  (the
"Series B  Preferred  Stock") and  4,271,428  shares of  undesignated  preferred
stock, $.01 par value per share ("REI Preferred Stock").  As of the date hereof,
5,738,210  shares of REI  Common  Stock are issued  and  outstanding,  1,000,364
shares of REI Common  Stock are  reserved  for  issuance  upon the  exercise  of
outstanding  options ("REI  Options") and warrants ("REI  Warrants") to purchase
REI  Common  Stock,  no shares  of  Series A  Preferred  Stock  are  issued  and
outstanding,  371,429  shares  of  Series  B  Preferred  Stock  are  issued  and
outstanding and no shares of REI Preferred Stock are issued or outstanding.  All
outstanding  shares of REI Common Stock and Series B Preferred Stock are validly
issued,  fully paid and nonassessable and not subject to preemptive  rights. REI
has made available to Seller true and correct copies of its 1996,  1997 and 1998
Stock Option Plans (each an "REI Plan" and collectively, the "REI Plans").

                  3.2.2 No Other  Commitments.  Except for the REI Options,  REI
Warrants and Series B Preferred Stock disclosed in or pursuant to Section 3.2.1,
there are no options, warrants, calls, rights, commitments, conversion rights or
agreements  of any  character  to which  REI is a party or by which REI is bound
obligating  REI to issue,  deliver or sell, or cause to be issued,  delivered or
sold,  any  shares of capital  stock of REI or  securities  convertible  into or
exchangeable  for shares of capital  stock of REI, or  obligating  REI to grant,
extend  or  enter  into any  such  option,  warrant,  call,  right,  commitment,
conversion right or agreement. There are no voting trusts or other agreements or
understandings to which REI is a party with respect to the voting of the capital
stock of REI.

            3.3   Authority.

                  3.3.1 Corporate Action. REI has all requisite  corporate power
and  authority  to enter  into this  Agreement  and to perform  its  obligations
hereunder and to consummate the transactions contemplated by this Agreement. The
execution and delivery of this Agreement by REI and the  consummation  by REI of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate  action on the part of REI. This  Agreement has been duly executed and
delivered by REI, and this Agreement is the valid and binding obligation of REI,
enforceable  in accordance  with its terms,  except that  enforceability  may be
subject to (i)  bankruptcy,  insolvency,  reorganization  or other  similar laws
affecting or relating to  enforcement  of creditors'  rights  generally and (ii)
general equitable principles.





                                       15
<PAGE>
                  3.3.2  No  Conflict.  Neither  the  execution,   delivery  and
performance  of  this  Agreement,  nor  the  consummation  of  the  transactions
contemplated  hereby nor  compliance  with the  provisions  hereof will conflict
with, or result in any violations of, or cause a default (with or without notice
or lapse  of  time,  or both)  under,  or give  rise to a right of  termination,
amendment,  cancellation or acceleration of any obligation  contained in, or the
loss of any  material  benefit  under,  or result in the  creation  of any lien,
security interest,  charge or encumbrance upon any of the material properties or
assets of REI under, any term,  condition or provision of (x) the certificate of
incorporation or bylaws of REI or (y) any loan or credit agreement,  note, bond,
mortgage, indenture, lease or other material agreement, judgment, order, decree,
statute, law, ordinance,  rule or regulation applicable to REI or its respective
properties  or assets,  other  than any such  conflicts,  violations,  defaults,
losses, liens, security interests,  charges or encumbrances which,  individually
or in the aggregate, would not have a Material Adverse Effect.

                  3.3.3 Governmental  Consents. No consent,  approval,  order or
authorization of, or registration,  declaration or filing with, any Governmental
Entity is required to be obtained by REI in  connection  with the  execution and
delivery of this Agreement or the consummation of the transactions  contemplated
hereby.

            3.4   SEC Documents.

                  3.4.1 SEC  Reports.  REI has made  available  to Seller or his
counsel  correct and  complete  copies of each  report,  schedule,  registration
statement and definitive  proxy  statement  filed by REI with the Securities and
Exchange  Commission  ("SEC") on or after January 1, 1997 ("REI SEC Documents"),
which are all the  documents  (other  than  preliminary  material)  that REI was
required  to file with the SEC on or after  that  date.  As of their  respective
dates or, in the case of registration  statements,  their effective dates (or if
amended or superseded by a filing prior to the date of this  Agreement,  then on
the date of such filing),  none of the REI SEC Documents (including all exhibits
and schedules thereto and documents incorporated by reference therein) contained
any  untrue  statement  of a material  fact or omitted to state a material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and the REI SEC  Documents  complied  when  filed  in all  material
respects with the then  applicable  requirements  of the  Securities  Act or the
Securities  Exchange Act of 1934, as amended,  as the case may be, and the rules
and regulations  promulgated by the SEC thereunder.  REI has filed all documents
and  agreements  which  were  required  to be filed as  exhibits  to the REI SEC
Documents.

                  3.4.2 Financial  Statements.  The financial  statements of REI
included in the REI SEC Documents  complied as to form in all material  respects
with the then  applicable  accounting  requirements  and the published rules and
regulations of the SEC with respect  thereto,  were prepared in accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except as may have been indicated in the notes thereto or,
in the case of the unaudited statements, as permitted by Form 10-QSB promulgated
by  the  SEC)  and  fairly  present  the  financial  position  of  REI as at the
respective  dates thereof and the results of its  operations  and cash flows for
the respective periods then ended.

            3.5 Litigation. There is no suit, action, arbitration, demand, claim
or proceeding  pending or, to the best knowledge of REI,  threatened against REI
in  connection  with  or  relating  to the  transactions  contemplated  by  this
Agreement  or of any action taken or to be taken in  connection  herewith or the
consummation of the transactions contemplated hereby.



                                       16
<PAGE>
            3.6 Fees and Expenses.  REI has not paid or become  obligated to pay
any fee or commission to any broker,  finder or  intermediary in connection with
the transactions contemplated by this Agreement.

            3.7 Disclosure.  No  representation  or warranty made by REI in this
Agreement, nor any document, written information,  written statement,  financial
statement,  certificate or exhibits prepared and furnished or to be prepared and
furnished by REI or its  representatives  pursuant  hereto or in connection with
the transactions  contemplated hereby, when taken together,  contains any untrue
statement of a material  fact,  or omits to state a material  fact  necessary to
make the statements or facts contained herein or therein not misleading in light
of the circumstances under which they were furnished.

            3.8  Financial Capacity.   REI has the financial capacity to pay the
Purchase Price when due.

            3.9  Form S-3  Eligibility.  As of the  date of this  Agreement, REI
meets the  eligibility  requirements  for use of Form S-3 to register for resale
the Stock under the Securities Act of 1933, as amended.

      4. THE COMPANIES' AND SELLER'S COVENANTS.

            4.1  Confidentiality.  All information  concerning REI or any of its
subsidiaries  ("REI  Subsidiaries")  received by the  Companies or Seller (other
than that  information  which is a matter of public  knowledge or which has been
published  for  public  distribution  or filed as  public  information  with any
governmental  authority)  shall not at any time,  except in connection with this
Agreement and the transactions  contemplated  hereby,  be used for the advantage
of, or disclosed  by, the  Companies  or Seller to any third person  without the
prior  written  consent  of REI.  the  Companies  and Seller  may  disclose  the
information on a confidential  basis to their affiliates,  employees,  officers,
agents, auditors, investment bankers,  consultants,  counsel, directors, present
and  prospective  lenders,  and  state and  federal  regulatory  agencies.  This
covenant shall expire on completion of the Second  Closing;  provided,  however,
that if the Second Closing does not occur, it shall expire three years after the
date of this Agreement.

            4.2 Cooperation in Review of Financial Statements. The Companies and
Seller shall cooperate fully with REI and its representatives in their review of
the Financial Statements and the Final Balance Sheet, including providing access
to any information necessary in order to complete their review.




                                       17
<PAGE>

      5.    REI COVENANTS

            5.1  Confidentiality.   All  information  concerning  the  Companies
received  by REI  (other  than  that  information  which is a matter  of  public
knowledge or which has been published for public distribution or filed as public
information  with any governmental  authority) shall not at any time,  except in
connection with this Agreement and the transactions contemplated hereby, be used
for the advantage of, or disclosed by, REI to any third person without the prior
written consent of Seller or either Company. REI may disclose the information on
a confidential basis to its affiliates,  employees,  officers, agents, auditors,
investment bankers,  consultants,  counsel,  directors,  present and prospective
lenders, and state and federal regulatory agencies and, as provided elsewhere in
this  Agreement,  may  disclose  such  information  in press  releases  and like
disclosures,  filings  with the SEC or  other  governmental  or  self-regulatory
agencies or as otherwise  required.  This covenant shall expire on completion of
the Second  Closing;  provided,  however,  that if the Second  Closing  does not
occur, it shall expire three years after the date of this Agreement.

             5.2 Stock Repurchase. If at any time between September 13, 2000 and
December  13,  2000,  the last  sales  price of a share of REI  Common  Stock as
reported on the Nasdaq  National  Market is less than 108.5% of the Stock Price,
and Seller desires to sell all or a portion of his Stock, upon five days written
notice from Seller to REI, REI shall,  at its election,  either (i)  repurchase,
for  cash,  all of the Stock  then held by Seller at a price per share  equal to
108.5% of the Stock Price or (ii)  instruct  Seller to sell shares of Stock then
held by Seller,  and  within  three (3)  business  days of such  resale,  pay to
Seller,  in cash, an amount equal to the difference  between the Seller's resale
price per share of the Stock and  108.5% of the Stock  Price  multiplied  by the
number  of  shares of Stock  sold;  provided,  however,  that  REI's  repurchase
obligations  hereunder  shall not apply to any proposed  sale of Stock by Seller
which sale,  when aggregated with all prior sales of Stock by Seller (whether by
operation  of this  Section  5.2,  pursuant to the  provisions  contained in the
Registration  Rights  Agreement,  pursuant  to the  provisions  of  Rule  144 or
pursuant to private resales),  results in Seller obtaining  aggregate gross sale
proceeds in excess of $1,193,500.

            5.3  Conduct of Business  of the  Companies.  During the time Seller
owns a thirty  percent  (30%) equity  interest in each  Company  after the First
Closing  Date,  REI shall not make any  substantial  change in the  business  of
either Company without the prior written consent of Seller.

      6.    EMPLOYEE MATTERS.

            Following the First  Closing,  all employees of either  Company will
continue to be employees of that Company.  Employees will be provided employment
benefits that are at least  comparable to those they currently  receive from the
Companies  and, if  necessary,  the  Companies  shall  continue to sponsor those
employees for the purpose of maintaining such employees'  United States resident
alien status.  After the Second Closing,  any employee may be offered employment
by REI. Notwithstanding the foregoing, REI makes no representation,  warranty or
promise  as to the  length of time  that any such  employee  will  remain in the
employ of the Companies  following the First Closing or REI following the Second
Closing.




                                       18
<PAGE>

      7.    INDEMNIFICATION OF THE PARTIES.

            7.1   Indemnification by Seller.

                  (a) Seller shall indemnify,  defend, protect and hold harmless
REI,  the  Companies,  each of the REI  Subsidiaries,  each of their  respective
successors  and  assigns  and  each of  their  respective  directors,  officers,
employees,  agents and affiliates (each an "REI Indemnified Party"), against all
losses, claims, damages,  actions,  suits,  proceedings,  demands,  assessments,
adjustments, costs and expenses (including specifically, but without limitation,
reasonable attorneys' fees and expenses of investigation ("Losses")) based upon,
resulting  from  or  arising  out  of  (i)  any  inaccuracy  or  breach  of  any
representation  or warranty of either Company or Seller  contained in or made in
connection with this Agreement,  and (ii) the breach by either Company or Seller
of,  or the  failure  by either  Company  or  Seller  to  observe,  any of their
respective covenants or other agreements contained in or made in connection with
this  Agreement.  The  indemnification  provided  for in this  Section 7.1 shall
terminate on the earlier of (x) twelve months after the Second Closing Date (and
no claims  shall be made by REI under this  Section 7.1  thereafter)  or (y) the
closing of Seller's  exercise of the share repurchase option pursuant to Section
13; provided,  however,  that Seller shall indemnify the REI Indemnified Parties
for any and all Taxes incurred by or  attributable to the Companies prior to the
First  Closing,  and the  indemnification  period  relating  to any Taxes  shall
terminate  on the tenth day after the  expiration  of the  applicable  period of
limitations on assessments  and  collections  applicable to such taxes under the
Code.

                  (b) Notwithstanding the foregoing,  the aggregate amount to be
paid by Seller under Section  7.1(a) shall not exceed 50% of the Purchase  Price
as adjusted  pursuant to Section 1.3 and net of any insurance  proceeds received
by the REI Indemnified  Parties,  and Seller shall not be required to indemnify,
defend,  protect and hold harmless an REI Indemnified  Party pursuant to Section
7.1(a) for  Losses  incurred  by an REI  Indemnified  Party with  respect to any
inaccuracy  or breach of any  representation  or  warranty of the  Companies  or
Seller  contained in Section 2 of this Agreement  unless and until the aggregate
amount of such Losses exceeds $25,000, at which time the REI Indemnified Parties
shall  be  entitled  to  indemnification  hereunder  with  respect  to all  such
aggregate  amount of Losses  (including  the first  $25,000 of  Losses)  and any
Losses incurred or suffered by them thereafter.

            7.2   Indemnification by REI.

                  (a) REI shall  indemnify,  defend,  protect and hold  harmless
Seller  against all Losses based upon,  resulting from or arising out of (i) any
inaccuracy or breach of any  representation,  or warranty of REI contained in or
made in connection  with this  Agreement,  and (ii) the breach by REI of, or the
failure by REI to observe, any of its covenants or other agreements contained in
or made in connection with this Agreement.  The indemnification  provided for in
this Section 7.2 shall  terminate  twelve  months after the Second  Closing Date
(and no claims shall be made by Seller under this Section 7.2 thereafter).

                  (b) Notwithstanding the foregoing,  the aggregate amount to be
paid by REI under Section  7.2(a) shall not exceed 50% of the Purchase  Price as
adjusted per Section 1.3 and net of any insurance  proceeds  received by Seller,
and REI shall not be required to  indemnify,  defend,  protect and hold harmless
Seller  pursuant to Section 7.2(a) for Losses incurred by Seller with respect to
any inaccuracy or breach of any  representation  or warranty of REI contained in
this  Agreement  unless and until the  aggregate  amount of such Losses  exceeds
$25,000,  at which time Seller  shall be entitled to  indemnification  hereunder
with respect to all such aggregate amount of Losses (including the first $25,000
of Losses) and any Losses incurred or suffered by them thereafter.

            7.3  Manner  of  Indemnification.  All  indemnification  under  this
Section  7 shall  be  effected  by the  payment  of cash or  delivery  of a bank
cashier's check, or by a combination of the foregoing;  provided,  however, that
REI may,  at its  election,  effect  indemnification  by Seller by a holdback or
set-off against monies otherwise payable to Seller under the Note.





                                       19
<PAGE>
      8.    CLOSINGS.

            8.1 Closing Dates. The  transactions  contemplated by this Agreement
shall be consummated in two separate closings with the first closing (the "First
Closing") occurring on the date hereof (the "First Closing Date") and the second
closing  (the  "Second  Closing")  occurring  on December  15, 1999 (the "Second
Closing  Date").  The  First  Closing  and  Second  Closing  (collectively,  the
"Closings")  will take place at the  offices of Rutan & Tucker  LLP,  611 Anton,
Suite 1400, Costa Mesa, California 92626.

            8.2   Deliveries by the Companies and Seller at the Closings.

                  (a) At the First  Closing,  the  Companies  and  Seller  shall
deliver to REI:

                        (i)   Certificates representing  seventy percent (70%)
of the Shares of each Company,  free of liens or  encumbrances,  accompanied  by
duly executed stock powers by Seller in favor of REI with all necessary transfer
stamps affixed thereto or other evidence of payment of applicable stock transfer
taxes, if any;

                        (ii)  The Final Balance Sheet;

                        (iii) The  opinion  of  the  Companies'  corporate legal
counsel based upon reasonably requested certifications as to factual matters and
dated  the  First  Closing  Date  regarding  the  status  and  authority  of the
Companies, the authorization of this Agreement and the transactions contemplated
hereby  by the  Companies,  and the  binding  effect  of this  Agreement  on the
Companies and Seller;

                        (iv)  The Earn-Out Agreement executed by Seller; and

                        (v)   The Registration Rights  Agreement referred  to in
Section 8.3(a)(vii) executed by Seller.

                  (b) At the Second Closing, Seller shall deliver to REI:

                        (i)   Certificates  representing  the remaining  thirty
percent  (30%) of the  Shares of each  Company,  free of liens or  encumbrances,
accompanied  by duly  executed  stock  powers by Seller in favor of REI with all
necessary  transfer  stamps  affixed  thereto  or other  evidence  of payment of
applicable stock transfer taxes, if any;

                        (ii)  Seller's   certificate  referred  to  in  Section
10.1; and

                        (iii) Evidence  satisfactory  to  REI  that  Seller  has
executed and delivered to Imperial Bank a Subordination  Agreement  satisfactory
to Imperial Bank.




                                       20
<PAGE>
            8.3  Delivery by REI at the Closings.

                 (a) At the First Closing, REI shall deliver to Seller:

                       (i)   A certified or bank  cashier's  check,  payable  to
Seller, or wire transfer to Seller's account,  in the amount of $2,500,000 (less
amounts paid pursuant to paragraph 1.4(c)) as required by Section 1.4(a);

                       (ii)  REI checks in the amounts  set forth  opposite  the
respective  names of the person  listed on Schedule  2.2.2 as payment in full of
amounts due to each such person under outstanding,  vested options granted under
the NetGuru  Systems,  Inc.  1998 Stock  Option  Plan as  required by  paragraph
1.4(c);

                       (iii) The Stock, as required by Section 1.4(b);  (iv) The
Earn-Out  Agreement  executed by REI; and (v) The Registration  Rights Agreement
(the  "Registration  Rights  Agreement")  in the  form of  Exhibit  8.3(a)(vii),
executed by REI.

                 (b) At the Second Closing, REI shall deliver to Seller:

                       (i)    A certified or bank cashier's check,  payable to
Seller, or wire transfer to Seller's account, in the amount of $300,000;

                       (ii)   The Note in the principal amount of $600,000,   as
                              required by Section 1.4(d);

                       (iii)  The Pledge Agreement as required by Section 1.6;

                       (iv)   A  certified  or  bank  cashier's  check,  payable
to Seller,  or wire  transfer to Seller's  account,  the amount of the Net Asset
Price, if any;

                       (v)    A  certified  or bank  cashier's check, payable to
Seller, or wire transfer to Seller's account,  an amount equal to the Net Income
Amount, if any; and

                       (vi)   The  officer's  certificate referred to in Section
9.1.

      9. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AT THE SECOND CLOSING.

            The  obligations  of Seller at the Second Closing are subject to the
fulfillment  or  satisfaction  on or before  the  Second  Closing of each of the
following  conditions  (any one of which may be waived by Seller,  but only in a
writing signed by Seller):



                                       21
<PAGE>
            9.1 Accuracy of Representations and Warranties.  The representations
and warranties of REI set forth in Section 3 shall be true and accurate in every
material respect on the Second Closing Date with the same force and effect as if
they had been made at the Second Closing except to the extent the failure of the
representations  and warranties to be true and accurate in such respects has not
had and could not reasonably be expected to have a Material Adverse Effect,  and
Seller shall receive a certificate  to that effect  executed by REI's  President
and Chief Financial Officer.

            9.2 Compliance  with Law. There shall be no order,  decree or ruling
of any  governmental  agency or written threat  thereof,  or any statute,  rule,
regulation  or order  enacted,  entered,  enforced or deemed  applicable  to the
transactions  contemplated  by this  Agreement,  which would  prohibit or render
illegal the transactions contemplated by this Agreement.

      10. CONDITIONS PRECEDENT TO OBLIGATIONS OF REI AT THE SECOND CLOSING.

            The  obligations of REI hereunder are subject to the  fulfillment or
satisfaction  on or  before  the  Second  Closing,  of  each  of  the  following
conditions (any one or more of which may be waived by REI, but only in a writing
signed by REI).

            10.1 Accuracy of Representations and Warranties. The representations
and  warranties of the Seller set forth in the last  sentence of Section  2.2.1,
Sections  2.3.2,  2.15,  2.18 and 2.27 shall be true and  accurate on the Second
Closing  Date and REI shall  receive a  certificate  to that effect  executed by
Seller.

            10.2 Compliance with Law. There shall be no order,  decree or ruling
by any  governmental  agency or written threat  thereof,  or any statute,  rule,
regulation  or order  enacted,  entered,  enforced or deemed  applicable  to the
transactions  contemplated  by this  Agreement,  which would  prohibit or render
illegal the transactions contemplated by this Agreement.

      11. NON-COMPETITION.

            11.1  Definitions.  For purposes of this  Section 11, the  following
terms shall have the following meanings:

                    (a)  "Customer  Non-Solicitation  Period"  shall mean,  with
respect  to  Seller,  the  period  commencing  on the  First  Closing  Date  and
continuing  for a period of two years after the Second  Closing Date;  provided,
however, that the Customer  Non-Solicitation Period with respect to Seller shall
be  extended  by the  number  of days  in  which  Seller  is or was  engaged  in
activities constituting a breach of Section 11.3.

                    (b) The term "Customers" shall mean, with respect to Seller,
any manager,  group or division located in a specific  building that, during the
year  preceding the date of this  Agreement,  as of the date of this  Agreement,
during the period from the date of this  Agreement to the First  Closing Date or
during the Employee  Non-Solicitation  Period or the  Customer  Non-Solicitation
Period is or was a client or customer of either Company.



                                       22
<PAGE>
                    (c) The words "directly or indirectly" shall mean: (i) being
personally  involved in providing or seeking to provide services to an Employee,
Customer or Prospective Customer; (ii) participating in any person or enterprise
as an owner,  partner,  limited partner,  joint venturer,  controlling member or
controlling shareholder; or (iii) communicating to any such person or enterprise
any confidential  information of the business conducted by either Company during
the relevant period.

                    (d) "Employees" shall mean any employee of either Company as
of, or immediately  prior to the date of this Agreement,  during the period from
the date of this  Agreement  to the First  Closing  Date or during the  Employee
Non-Solicitation Period or the Customer Non-Solicitation Period.

                    (e)  "Employee  Non-Solicitation  Period"  shall mean,  with
respect  to  Seller,  the  period  commencing  on the  First  Closing  Date  and
continuing  for a period of two years after the Second  Closing Date;  provided,
however, that the Employee  Non-Solicitation Period with respect to Seller shall
be  extended  by the  number of days in which such  Seller is or was  engaged in
activities constituting a breach of Section 11.2.

                    (f) The term "person" shall mean any natural  person,  firm,
partnership,  association,  corporation,  company,  limited  liability  company,
limited partnership, trust, business trust, Governmental Entity or other entity.

                    (g) The term "Prospective  Customer" shall mean any manager,
group or  division  located in a  specific  building  that  either  Company  has
contacted,  or has  developed a strategy or plan to contact,  for the purpose of
acquiring manager, group or division as a customer or client.

            11.2  Non-Solicitation  of  Employees.  Seller  recognizes  that the
Employees  are a valuable  resource of the  Companies.  Accordingly,  during the
Employee   Non-Solicitation  Period,  Seller  shall  not,  either  alone  or  in
conjunction  with any other  person or entity,  directly or  indirectly  go into
business  with any Employee or solicit,  induce or recruit any Employee to leave
the employ of either Company or REI.

            11.3 Non-Solicitation of Customers. Seller recognizes that customers
are a valuable  resource  of the  Companies.  Accordingly,  during the  Employee
Non-Solicitation  Period,  Seller shall not, either alone or in conjunction with
any other person or entity,  directly or indirectly call on, solicit, take away,
accept as a client,  customer or prospective  client or customer,  or attempt to
call on, solicit, take away, accept as a client,  customer or prospective client
or customer a Customer or Prospective Customer.

             11.4   Additional Agreements.    Seller hereby expressly agrees and
acknowledges that:

                    (a) the Companies have protectable  business  interests with
respect  to  its  Employees,  Customers  and  Prospective  Customers,  and  that
competition  with and against such  business  interests  would be harmful to the
Companies;

                    (b)  the   covenants   contained  in  this  Section  11  are
reasonable as to time and  geographical  area and do not place any  unreasonable
burden upon Seller's ability to earn a livelihood;



                                       23
<PAGE>
                    (c) the public will not be harmed as a result of enforcement
of the covenants contained in this Section 11;

                    (d) the personal  legal  counsel for Seller has reviewed the
covenants contained in this Section 11;

                    (e) the parties have entered  into the  covenants  contained
herein in connection  with and as a condition  precedent to the  consummation of
the  Agreement,   pursuant  to  which  REI  shall  acquire  the  Companies;  the
agreements,  actions,  covenants,  and promises contained herein are intended to
protect and ensure the value of the Companies,  including their goodwill,  which
actions,  covenants,  and  promises  are a  material  consideration  to  REI  in
connection  with  this  Agreement;  and,  to the  extent  that  the  laws of any
jurisdiction  in which this Agreement shall be  interpreted,  construed,  and/or
enforced  distinguish  between  covenants given in connection with the sale of a
business and its goodwill and  covenants  given in connection  with  employment,
this  covenant  will be given the broader  interpretation  customarily  given to
covenants in connection with the sale of a business and the transfer of goodwill
to REI; and

                    (f) Seller understands and agrees to each and every term and
condition contained Section 11 of this Agreement.

             11.5 Remedies;  Enforceability.  Seller recognizes and acknowledges
that irreparable damage will result to REI in the event of a breach by Seller or
any  of  Seller's  affiliates  of  the  provisions  of  this  Section  11,  and,
accordingly, in the event of such a breach, REI will be entitled, in addition to
any other legal or equitable damages and remedies to which it may be entitled or
which may be available,  to an injunction to restrain the violation thereof.  If
any  provision of this Section 11 shall be  adjudicated  by a court of competent
jurisdiction to be invalid or unenforceable because of the scope, duration, area
of its  applicability,  or any other reason, the court making such determination
will have the power to modify such scope,  duration, or area, or all of them, or
to strike an invalid or  unenforceable  provision,  in whole or in part,  to the
extent  necessary to make such scope,  duration,  area,  or provision  valid and
enforceable.

       12.     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

            All  representations,   warranties  and  covenants  of  the  parties
contained in this Agreement will remain  operative and in full force and effect,
regardless  of any  investigation  made by or on behalf of the  parties  to this
Agreement,  until  one  year  after  the  Second  Closing  Date,  whereupon  the
representations,  warranties  and covenants  will expire  (except for covenants,
such as those  contained  in  Sections  4.1,  5.1, 7 and 11, that by their terms
survive for a longer period).




                                       24
<PAGE>

       13.  SHARE REPURCHASE OPTION.

            (a) If at the Second Closing REI fails to deliver to Seller the cash
consideration  required by Sections  8.3(b)(i) and/or 8.3(b)(v) after Seller has
indicated  his  willingness  and  ability to  deliver  the  remaining  Shares as
required by Section 8.2(b), Seller shall have the right to repurchase the Shares
sold to REI at the  First  Closing  for an  aggregate  purchase  price  equal to
$3,168,000 (the "Repurchase Price").  Seller shall provide REI written notice of
his intention to exercise this repurchase option (the "Repurchase Option") by no
later than the close of business on December 16, 1999.  Upon the receipt of such
notice,  REI shall have until the close of business on December  30, 1999 to pay
to Seller the cash  consideration  required by Sections 8.3(b)(i) and 8.3(b)(v).
If REI fails to pay to Seller such cash  consideration  and  otherwise  fails to
meet all other closing  obligations as described in Section 8.3(b),  on December
31, 1999,  Seller shall  repurchase  the Shares for  consideration  equal to the
Repurchase  Price.  The Repurchase  Price shall be payable to REI in the form of
cash,  shares of Stock or a combination  of cash and shares of Stock;  provided,
however,  that for  purposes  of this  Section 13 each  share of Stock  shall be
valued at the Stock Price.

            (b) If at the  Second  Closing  REI fails to  deliver  to Seller the
consideration  required by Sections 8.3(b)(i) and/or 8.3(b)(v) and Seller elects
not to exercise Seller's Repurchase Option, Seller and REI agree as follows:

                  (i) subject to subparagraph (iii) below, at such time that REI
is in the position to deliver all the consideration  required by Section 8.3(b),
REI shall deliver such consideration to Seller in exchange for Seller's delivery
of the remaining Shares at a closing (the "Final Closing") to occur at such time
and place which is  mutually  acceptable  to REI and Seller (the "Final  Closing
Date");

                  (ii) at the Final  Closing,  if any, REI shall also deliver to
Seller (x) the Net Income  Amount,  if any, to the extent not otherwise  paid to
Seller and (y) an amount equal to thirty percent (30%) of the net income of each
Company,  if any,  calculated in accordance with generally  accepted  accounting
principles for the period  commencing on December 15, 1999 and ending on the day
preceding the Final Closing Date; and

                  (iii) if a Final  Closing  Date  does not occur on or prior to
March 31, 2000, and the reason for such  nonoccurrence  is the failure of REI to
deliver all the consideration  required by Section 8.3(b), then (x) Seller shall
not be obligated to sell the  remaining  Shares to REI, (y) the  Companies  will
continue to be operated as majority-owned subsidiaries of REI and (z) commencing
on June 30, 2001 and continuing on each successive June 30, REI shall cause each
Company to make a distribution to Seller, to the extent it is legally able to do
so,  in an  amount  equal to  thirty  percent  (30%) of the net  income  of each
Company,  if any,  calculated in accordance with generally  accepted  accounting
principles  with respect to REI's  immediately  preceding  fiscal year ending on
March 31 of each year; provided, however, that the distribution made on June 30,
2001, if any, shall include (1) the Net Income Amount, if any, to the extent not
otherwise  paid to Seller and (2) an amount equal to thirty percent (30%) of the
net income of each Company,  if any,  calculated in  accordance  with  generally
accepted  accounting  principles for the period  commencing on December 15, 1999
and ending on March 31, 2000.

      14.   MISCELLANEOUS.

            14.1  Governing  Law. The internal  laws of the State of  California
(irrespective  of its choice of law principles) will govern the validity of this
Agreement,  the construction of its terms and the interpretation and enforcement
of the rights and duties of the parties hereto.



                                       25
<PAGE>
            14.2  Assignment;  Binding Upon  Successors  and  Assigns.  No party
hereto may assign any of its rights or obligations  hereunder  without the prior
written consent of the other parties hereto. This Agreement will be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and permitted assigns.

            14.3  Severability.  If any  provision  of  this  Agreement,  or the
application  thereof,  will for any  reason  and to any  extent  be  invalid  or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances will be interpreted so as reasonably to effect
the interest of the parties  hereto.  The parties  further agree to replace such
void or  unenforceable  provision of this Agreement with a valid and enforceable
provision  that will achieve,  to the greatest  extent  possible,  the economic,
business and other purpose of the void unenforceable provision.

            14.4  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which will be deemed an  original  as  regards  any party
whose  signature  appears  thereon and all of which together will constitute one
and the same  instrument.  This  Agreement  will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

            14.5 Other Remedies.  Except as otherwise  provided herein,  any and
all remedies herein expressly  conferred upon a party will be deemed  cumulative
with and not  exclusive of any other remedy  conferred  hereby or by law on such
party,  and the exercise of any one remedy will not preclude the exercise of any
other.

            14.6 Amendment and Waivers.  Any term or provision of this Agreement
may be amended,  and the  observance of any term of this Agreement may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively)  only by a writing signed by the party to be bound  thereby.  The
waiver by a party of any breach hereof or default in the performance hereof will
not be deemed to  constitute  a waiver of any other  default  or any  succeeding
breach or default.

            14.7 Expenses.  REI, on the one hand, and Seller, on the other, will
each bear  their own  expenses  and legal  fees  incurred  with  respect to this
Agreement and the transactions contemplated hereby; provided,  however, that REI
shall pay to Seller at or prior to the First Closing the sum of $25,000 to cover
Seller's legal fees related to the transactions contemplated hereby.

            14.8 Attorneys' Fees. Should suit be brought to enforce or interpret
any part of this Agreement, the prevailing party will be entitled to recover, as
an element of the costs of suit and not as damages,  reasonable  attorneys' fees
to be fixed by the court (including,  without  limitation,  costs,  expenses and
fees on any appeal).

            14.9 Notices. All notices and other communications  pursuant to this
Agreement  shall be in writing and deemed to be  sufficient  if  contained  in a
written   instrument  and  shall  be  deemed  given  if  delivered   personally,
telecopied,  sent  by  nationally-recognized  overnight  courier  or  mailed  by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following  address (at such other address for a party as shall be
specified by like notice):



                                       26
<PAGE>
<TABLE>
            <S>                           <C>   <C>

            If to Seller or the Companies to:   NetGuru Systems, Inc.
                                                240 Bear Hill Road, Suite 1400
                                                Waltham, Massachusetts 02451
                                                Attention: Bharat Manglani
                                                Telecopier: (781) 890-5990

            With a copy to:               Gray Cary Ware & Friedenrich LLP
                                          4365 Executive Drive, Suite 1600
                                          San Diego, California 92121-2189
                                          Attention: Scott M. Stanton,Esq.
                                          Telecopier: (619) 677-1477

            If to REI to:                 Research Engineers, Inc.
                                          22700 Savi Ranch Parkway
                                          Yorba Linda, California 92887
                                          Attention: Chief Executive Officer
                                          Telecopier: (714) 974-4771

            With a copy to:               Rutan & Tucker, LLP
                                          611 Anton Boulevard, Suite 1400
                                          Costa Mesa, California 92626
                                          Attention: Gregg Amber, Esq.
                                          Telecopier: (714) 546-9035
</TABLE>

            All  notices and other  communications  shall be deemed to have been
received (a) in the case of personal delivery,  on the date of delivery,  (b) in
the case of a telecopy,  when the party  receiving the copy shall have confirmed
receipt   of   the   communication,   (c)   in   the   case   of   delivery   by
nationally-recognized overnight courier, on the business day following dispatch,
and (d) in the  case of  mailing,  on the  third  business  day  following  such
mailing.

            14.10 Construction of Agreement.  This Agreement has been negotiated
by the  respective  parties hereto and their  attorneys and the language  hereof
will not be construed for or against  either party.  A reference to a Section or
an  Exhibit  will mean a Section  in,  or  Exhibit  to,  this  Agreement  unless
otherwise explicitly set forth. The titles and headings herein are for reference
purposes  only  and  will  not in any  manner  limit  the  construction  of this
Agreement which will be considered as a whole.

            14.11 No Joint Venture.  Nothing contained in this Agreement will be
deemed or construed as creating a joint  venture or  partnership  between any of
the  parties  to this  Agreement.  No  party  is by  virtue  of  this  Agreement
authorized as an agent,  employee or legal representative of any other party. No
party will have the power to control the activities and operations of any other.
The status of the parties  hereto is, and at all times will continue to be, that
of independent  contractors  with respect to each other.  No party will have any
power or authority to bind or commit any other. No party will hold itself out as
having any authority or relationship in contravention of this Section.



                                       27
<PAGE>
            14.12 Further Assurances.  Each party agrees to cooperate fully with
the other  parties  and to  execute  such  further  instruments,  documents  and
agreements  and to give such further  written  assurances  as may be  reasonably
requested by any other party to evidence and reflect the transactions  described
herein and contemplated hereby and to carry into effect the intents and purposes
of this Agreement.

            14.13 Absence of Third Party Rights. No provisions of this Agreement
are  intended,  nor will be  interpreted,  to provide or create any third  party
beneficiary  rights or any other  rights  of any kind in any  client,  customer,
affiliate,  shareholder  or partner of any party  hereto or any other  person or
entity  unless  specifically  provided  otherwise  herein,  and,  except  as  so
provided,  all provisions  hereof will be personal solely between the parties to
this Agreement.

            14.14  Entire  Agreement.  This  Agreement  and  the  schedules  and
exhibits hereto constitute the entire understanding and agreement of the parties
hereto with respect to the subject  matter  hereof and  supersede  all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied,  written or oral,  between  the parties  with  respect  hereto.  The
express terms hereof control and supersede any course of performance or usage of
trade inconsistent with any of the terms hereof.



                                       28
<PAGE>





      IN WITNESS WHEREOF,  each of the parties has executed this Agreement as of
the date first set forth above.

COMPANIES:                                REI:

NetGuru Systems, Inc.                           Research Engineers, Inc.


By:_______________________                      By:________________________
   Bharat Manglani, President                      Jyoti Chatterjee, President


By:_______________________                      By:________________________
   Bharat Manglani, Secretary                      Wayne Blair, Secretary


NetGuru Consulting, Inc.


By:_______________________
   Bharat Manglani, President


By:_______________________
   Bharat Manglani, Secretary


SELLER:



Bharat Manglani


                                       29