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Agreement and Plan of Reorganization - GT Interactive Software Corp. and WizardWorks Group Inc.

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                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                         GT INTERACTIVE SOFTWARE CORP.,

                            GT ACQUISITION SUB, INC.,

                             WIZARDWORKS GROUP, INC.

                                       AND

                                THE STOCKHOLDERS

                                  June 24, 1996




<PAGE>

                      AGREEMENT AND PLAN OF REORGANIZATION



     THIS AGREEMENT AND PLAN OF  REORGANIZATION  (this  "Agreement")  is entered
into as of this 24th day of June,  1996,  by and among GT  Interactive  Software
Corp.,  a Delaware  corporation  ("GT"),  GT  Acquisition  Sub, Inc., a Delaware
corporation and a wholly-owned  subsidiary of GT ("GT Sub"),  WizardWorks Group,
Inc., a Minnesota  corporation  ("WizardWorks"),  and the stockholders listed on
Schedule 1 hereto (the "Stockholders").

                                    RECITALS

     A. The  parties  desire  to merge  GT Sub  with and into  WizardWorks  (the
"Merger"), in order to achieve certain synergies and efficiencies resulting from
the combination of their respective businesses.

     B. The parties  intend that,  subject to the terms and  conditions  of this
Agreement,  GT Sub, a new Delaware corporation to be organized as a wholly-owned
subsidiary of GT, will merge with and into  WizardWorks,  with WizardWorks to be
the  surviving  corporation  of  the  Merger,  all  pursuant  to the  terms  and
conditions  of this  Agreement and an Agreement of Merger  substantially  in the
form of  Exhibit  A  hereto  (the  "Agreement  of  Merger")  and the  applicable
provisions of the Delaware  General  Corporation  Law  ("Delaware  Law") and the
corporate laws of the State of Minnesota.  Upon the effectiveness of the Merger,
all the issued and  outstanding  capital stock of GT Sub will be converted  into
ten shares of common stock,  $1.00 par value per share,  of WizardWorks  and all
the outstanding capital stock of WizardWorks will be converted into common stock
of GT,  $0.01 par value per share  ("GT  Common  Stock"),  as  provided  in this
Agreement and the Agreement of Merger.

     C. The Merger is intended to be treated as (i) a reorganization pursuant to
the  provisions  of Section  368(a)(1) of the Internal  Revenue Code of 1986, as
amended,  and the regulations  promulgated  thereunder (the "Code"),  and (ii) a
"pooling of interests" for accounting purposes.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   DEFINITIONS

     "Acquisition  Proposal"  shall have the  meaning  ascribed to it in Section
5.9.

     "Adjustment Event" shall have the meaning ascribed to it in Section 2.1(b).


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     "Affiliate" shall have the meaning ascribed to it in Section 3.26.

     "Agreement" shall have the meaning ascribed to it in the Recitals.

     "Agreement  of  Merger"  shall  have  the  meaning  ascribed  to it in  the
Recitals.

     "Annual Report" shall have the meaning ascribed to it in Section 4.11.

     "Associate" shall have the meaning ascribed to it in Section 3.26.

     "Balance Sheet" shall have the meaning ascribed to it in Section 3.9.

     "Balance Sheet Date" shall have the meaning ascribed to it in Section 3.10.

     "Best  Knowledge  of GT" shall have the  meaning  ascribed to it in Section
4.4.

     "Best  Knowledge of WizardWorks"  shall have the meaning  ascribed to it in
Section 3.6.

     "CERCLA" shall have the meaning ascribed to it in Section 3.25.

     "Closing" shall have the meaning ascribed to it in Section 7.1.

     "Closing Date" shall have the meaning ascribed to it in Section 7.1.

     "COBRA" shall have the meaning ascribed to it in Section 3.9.

     "Code" shall have the meaning ascribed to it in the Recitals.

     "Common control" shall have the meaning ascribed to it in Section 3.9.

     "Consenting  corporation"  shall have the meaning ascribed to it in Section
3.16.

     "Contaminant" shall have the meaning ascribed to it in Section 3.25.


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<PAGE>

     "Contractual  Obligations" shall have the meaning ascribed to it in Section
3.12.

     "Controlled group of corporations" shall have the meaning ascribed to it in
Section 3.9.

     "Delaware Law" shall have the meaning ascribed to it in the Recitals.

     "Disposal" shall have the meaning ascribed to it in Section 3.25.

     "Effective Time" shall have the meaning ascribed to it in Section 2.1.

     "Employee  Benefit  Plan" shall have the meaning  ascribed to it in Section
3.9.

     "Employment  Agreements"  shall have the meaning  ascribed to it in Section
3.1.

     "ERISA" shall have the meaning ascribed to it in Section 3.9.

     "ERISA Affiliate" shall have the meaning ascribed to it in Section 3.9.

     "Escrow Agreement" shall have the meaning ascribed to it in Section 2.7.

     "Excess  parachute  payments"  shall  have the  meaning  ascribed  to it in
Section 3.16.

     "Financial  Statements"  shall have the  meaning  ascribed to it in Section
3.4.

     "Governmental Entity" shall have the meaning ascribed to it in Section 3.3.

     "GT" shall have the meaning ascribed to it in the Recitals.

     "GT Balance  Sheet  Date" shall have the meaning  ascribed to it in Section
4.6.

     "GT Common Stock" shall have the meaning ascribed to it in the Recitals.

     "GT Disclosure  Schedule" shall have the meaning  ascribed to it in Article
4.

     "GT Parties" shall have the meaning ascribed to it in Section 11.2.

                                       -3-


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     "GT Preferred Stock" shall have the meaning ascribed to it in Section 4.2.

     "GT Sub" shall have the meaning ascribed to it in the Recitals.

     "GT Sub Common Stock" shall have the meaning ascribed to it in Section 2.1.

     "Hazardous chemical" shall have the meaning ascribed to it in Section 3.25.

     "Hazardous  Materials"  shall have the  meaning  ascribed  to it in Section
3.25.

     "Hazardous  substance"  shall have the  meaning  ascribed  to it in Section
3.25.

     "Indemnified party" shall have the meaning ascribed to it in Section 11.4.

     "Indemnifying party" shall have the meaning ascribed to it in Section 11.4.

     "Intellectual  Property  Rights"  shall have the meaning  ascribed to it in
Section 3.17.

     "Invention  Agreements"  shall have the  meaning  ascribed to it in Section
3.1.

     "Leased employee" shall have the meaning ascribed to it in Section 3.9.

     "Material" shall have the meaning ascribed to it in Section 3.1.

     "Material  Adverse Effect" shall have the meaning ascribed to it in Section
3.1.

     "May Merger" shall have the meaning ascribed to it in Section 3.16.

     "Merger" shall have the meaning ascribed to it in the Recitals.

     "Multiemployer plan" shall have the meaning ascribed to it in Section 3.9.

     "Noncompetition  Agreements"  shall  have  the  meaning  ascribed  to it in
Section 3.1.


                                       -4-


<PAGE>

     "Pension Plan" shall have the meaning ascribed to it in Section 3.9.

     "Permits" shall have the meaning ascribed to it in Section 3.5.

     "Person" shall have the meaning ascribed to it in Section 3.8.

     "Pollutant" shall have the meaning ascribed to it in Section 3.25.

     "Pre-Closing Period" shall have the meaning ascribed to it in Section 3.16.

     "Prohibited  transaction"  shall have the meaning ascribed to it in Section
3.9.

     "Prospectus" shall have the meaning ascribed to it in Section 4.11.

     "Registration  Rights  Agreement"  shall have the meaning ascribed to it in
Section 3.1.

     "Release" shall have the meaning ascribed to it in Section 3.25

     "Returns" shall have the meaning ascribed to it in Section 3.16.

     "Shares" shall have the meaning ascribed to it in Section 2.1(b).

     "Stockholders" shall have the meaning ascribed to it in the Recitals.

     "Stockholders  Agreements" shall have the meaning ascribed to it in Section
3.3.

     "Surviving  Corporation"  shall have the meaning  ascribed to it in Section
2.2

     "Tax" shall have the meaning ascribed to it in Section 3.16.

     "Taxes" shall have the meaning ascribed to it in Section 3.16.

     "Threatened release" shall have the meaning ascribed to it in Section 3.25.

     "Toxic chemical" shall have the meaning ascribed to it in Section 3.25.

                                       -5-


<PAGE>

     "Toxic substance" shall have the meaning ascribed to it in Section 3.25.

     "Transaction  Documents"  shall have the meaning  ascribed to it in Section
3.1.

     "Transferee" shall have the meaning ascribed to it in Section 3.15.

     "WizardWare" shall have the meaning ascribed to it in Section 3.16.

     "WizardWorks" shall have the meaning ascribed to it in the Recitals.

     "WizardWorks Affiliate Agreements" shall have the meaning ascribed to it in
Section 5.4.

     "WizardWorks Common Stock" shall have the meaning ascribed to it in Section
2.1.

     "WizardWorks  Disclosure Schedule" shall have the meaning ascribed to it in
Section 3.

     "WizardWorks  Development  Tools" shall have the meaning  ascribed to it in
Section 3.19.

     "WizardWorks  IP Rights"  shall have the meaning  ascribed to it in Section
3.17.

     "WizardWorks IP Rights Agreements" shall have the meaning ascribed to it in
Section 3.17.

     "WizardWorks  Products"  shall have the  meaning  ascribed to it in Section
3.18.

     "WizardWorks Stock" shall have the meaning ascribed to it in Section 3.2.

2.   PLAN OF REORGANIZATION

     2.1 The Merger.  Subject to the terms and conditions of this Agreement,  GT
Sub will be merged with and into WizardWorks  pursuant to this Agreement and the
Agreement of Merger and in accordance with applicable provisions of Delaware Law
and the corporate laws of the State of Minnesota as follows:

         (a) Capital Stock of GT Sub. The shares of common stock of GT Sub, $.01
par value per share (the "GT Sub Common Stock"), that are issued and outstanding
immediately prior to the date and time of filing of the Agreement of Merger with
the Secretary of State of the State of Delaware and the Secretary of

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<PAGE>

State of the State of Minnesota (the time of the last to occur be referred to as
the "Effective Time"), by virtue of the Merger and without any further action on
the part of any holder  thereof,  will be  converted  into ten shares of validly
issued,  fully paid and  non-assessable  share of common  stock of  WizardWorks,
$1.00 par value per share ("WizardWorks Common Stock").

         (b) Conversion of Shares.  The shares of WizardWorks  Common Stock that
are issued and  outstanding  immediately  prior to the  Effective  Time will, by
virtue of the Merger at the Effective Time and without any further action on the
part of any holder thereof, be converted into 2.35 million shares (the "Shares")
of validly  issued,  fully paid and  nonassessable  GT Common  Stock.  Shares of
capital  stock of  WizardWorks  held by it in its  treasury  will not be  deemed
outstanding for purposes of this Agreement and will not be converted into shares
of GT Common Stock, cash or any other property.

         If prior to the Effective Time, the  outstanding  shares of WizardWorks
Common Stock or GT Common Stock shall have been changed into a different  number
of  shares   or  a   different   class  by   reason  of  any   reclassification,
recapitalization,  stock split, combination or readjustment, or a stock dividend
thereon shall be declared with a record date within such period (the "Adjustment
Event"),  the  number  and kind of shares of GT  Common  Stock to be issued  and
delivered as provided in this Agreement shall be appropriately adjusted for each
Adjustment Event.

     2.2  Effects  of the  Merger.  At the  Effective  Time:  (a)  the  separate
existence  of GT Sub  will  cease  and GT Sub  will  be  merged  with  and  into
WizardWorks,  and  WizardWorks  will be the surviving  corporation of the Merger
(the "Surviving  Corporation"),  pursuant to the terms of this Agreement and the
Agreement  of  Merger;  (b) the  Certificate  of  Incorporation  of  WizardWorks
immediately prior to the Effective Time will be the Certificate of Incorporation
of the Surviving Corporation; (c) the Bylaws of WizardWorks immediately prior to
the  Effective  Time will be the Bylaws of the  Surviving  Corporation;  (d) the
directors  of GT  Sub  immediately  prior  to the  Effective  Time  will  be the
directors  of  the  Surviving  Corporation;  (e)  the  officers  of  WizardWorks
immediately  prior to the  Effective  Time will be the officers of the Surviving
Corporation; (f) each share of GT Sub Common Stock outstanding immediately prior
to the Effective Time will be converted as provided in Section 2.1(a);  (g) each
share of WizardWorks Common Stock outstanding immediately prior to the Effective
Time will be converted as provided in Section  2.1(b);  and (h) the Merger will,
from  and  after  the  Effective  Time,  have  all of the  effects  provided  by
applicable law, including,  without  limitation,  Delaware Law and the corporate
laws of the State of Minnesota.


                                       -7-


<PAGE>

     2.3  Reorganization.  The parties  intend to adopt this  Agreement  and the
Merger as a plan of  reorganization  under  Section  368(a)(1)  of the Code.  GT
represents as of the date of this Agreement, and as of the Closing Date, that it
presently  intends  to  continue   WizardWorks'   historic  business  or  use  a
significant  portion  of  WizardWorks'  business  assets in a trade or  business
within the meaning of  Treasury  Regulation  Section  1.368-  1(d).  WizardWorks
represents that WizardWorks  operates at least one historic business and/or owns
a  significant  portion of its historic  business  assets  within the meaning of
Treasury Regulation Section 1.368-1(d).

     2.4 Pooling of Interests.  The parties intend that the Merger be treated as
a "pooling of interests" for accounting purposes.  The affiliates of WizardWorks
shall execute and deliver Affiliates Agreements, as contemplated by Section 5.4,
below, to ensure compliance by such affiliates with the restrictions required to
allow such accounting treatment to be utilized.

     2.5 Exchange of Certificates.

         (a) Surrender. Subject to the Escrow Agreement (as hereinafter defined)
and to the  escrow  deposit  required  by  Section  2.7,  at  the  Closing,  the
Stockholders  shall  surrender to GT, in accordance  with this Agreement and the
Agreement of Merger, certificates representing all of the issued and outstanding
shares of WizardWorks Common Stock, together with duly executed stock powers and
shall receive, in accordance with this Agreement,  certificates representing the
shares of GT Common Stock.

         (b) No Further Ownership Rights in WizardWorks Common Stock. All shares
of GT Common Stock  issuable  upon the  surrender  of the shares of  WizardWorks
Common Stock in accordance with the terms of this Agreement and the Agreement of
Merger  shall be deemed to have been issued in full  satisfaction  of all rights
pertaining to such shares of WizardWorks Common Stock; after the Effective Time,
there shall be no further  registration of transfers on the stock transfer books
of the Surviving  Corporation  of the shares of  WizardWorks  Common Stock which
were  outstanding  immediately  prior  to the  Effective  Time.  If,  after  the
Effective Time, certificates representing shares of WizardWorks Common Stock are
presented to the Surviving  Corporation for any reason,  they shall be cancelled
pursuant hereto and to the Agreement of Merger.

     2.6 Lost, Stolen or Destroyed  Certificates.  In the event any certificates
representing  shares of WizardWorks Common Stock shall have been lost, stolen or
destroyed,  GT shall  issue in  exchange  for such  lost,  stolen  or  destroyed
certificates,  upon  the  making  of an  affidavit  of that  fact by the  holder
thereof,

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<PAGE>

such  shares of GT Common  Stock as may be  required  pursuant  to Section  2.5;
provided,  however,  that GT may, in its discretion and as a condition precedent
to the  issuance  thereof,  require the owner of such lost,  stolen or destroyed
certificates  to  deliver  a bond in such  sum as it may  reasonably  direct  as
indemnity  against  any claim that may be made  against  GT with  respect to the
certificates alleged to have been lost, stolen or destroyed.

     2.7 Escrow of Shares.  At the  Effective  Time, GT shall deposit 10% of the
Shares with an escrow agent to be held and disbursed by such agent in accordance
with the escrow  agreement among GT, a  representative  of the  Stockholders and
Republic  National Bank of New York,  as escrow agent (the "Escrow  Agreement").
Such  Shares  shall be  deducted  pro rata  from the  Shares  allocable  to each
Stockholder.

3.   REPRESENTATIONS AND WARRANTIES OF WIZARDWORKS AND THE STOCKHOLDERS

     Except as set  forth in  Schedule  2 hereto  (the  "WizardWorks  Disclosure
Schedule"),  WizardWorks  and each of the  Stockholders,  jointly and  severally
(except as otherwise  specifically provided in this Section 3), hereby represent
and warrant to GT Sub and GT that:

     3.1 Organization; Good Standing;  Qualification and Power. WizardWorks is a
corporation duly organized, validly existing and in good standing under the laws
of the  state  of its  incorporation,  has all  requisite  corporate  power  and
authority to own,  lease and operate its properties and to carry on its business
as it is presently being conducted,  and is duly qualified to do business and is
in good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification necessary, other
than in such  jurisdictions  where the  failure so to  qualify  would not have a
Material Adverse Effect on WizardWorks. The WizardWorks Disclosure Schedule sets
forth a correct and complete list of each  jurisdiction in which  WizardWorks is
duly qualified and in good standing to do business. WizardWorks has delivered to
GT or its counsel complete and correct copies of the certificates or articles of
incorporation and bylaws of WizardWorks,  in each case as amended to the date of
this Agreement.

     In this  Agreement,  any  reference  to any event,  change or effect  being
"material" with respect to any entity 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. In this Agreement, the term "Material Adverse Effect" used in connection
with a party means any event, change or effect that is materially adverse to the
condition (financial or otherwise), properties, assets, liabilities, businesses,

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<PAGE>

operations,  results of operations or prospects of such party or to such party's
ability to perform  its  obligations  as  contemplated  in this  Agreement,  the
Agreement  of  Merger,  the  Registration   Rights  Agreement  among  Robert  J.
Armstrong,  Paul D.  Rinde,  W.  Terry  Olson and GT (the  "Registration  Rights
Agreement"),  the  Employment  Agreements  between  GT and  each  of  Robert  J.
Armstrong  and  Paul D.  Rinde  (the  "Employment  Agreements"),  the  Invention
Agreements  between  GT and each of Robert J.  Armstrong,  Paul D. Rinde and the
employees  identified on the  WizardWorks  Disclosure  Schedule (the  "Invention
Agreements") and the Noncompetition Agreements among each of Robert J. Armstrong
and  Paul D.  Rinde  and each of the  employees  identified  on the  WizardWorks
Disclosure  Schedule  and  GT  (the  "Noncompetition  Agreements"),  the  Escrow
Agreement  (collectively,  the  "Transaction  Documents")  or any  of the  other
documents or agreements contemplated hereby or thereby.

     3.2 Capital Structure.

         (a) Stock and Options.  The  authorized  capital  stock of  WizardWorks
consists of 100,000  shares of  WizardWorks  Common  Stock,  $1.00 par value per
share (the "WizardWorks Common Stock"). As of the date hereof,  25,281 shares of
WizardWorks  Common Stock are issued and outstanding,  all of which are owned by
the  Stockholders  in such amounts as set forth on Schedule 1 hereto.  As of the
date hereof,  no shares of  WizardWorks  Common Stock are held by WizardWorks in
its treasury.  All  outstanding  shares of WizardWorks  Common Stock are validly
issued, fully paid and nonassessable and not subject to preemptive rights.

         (b) Title to the WizardWorks Common Stock. Each Stockholder represents,
severally and not jointly, that such Stockholder owns beneficially and of record
such  WizardWorks  Common Stock in the amount set forth for such  Stockholder on
Schedule 1 and that such  Stockholder  has good,  valid and marketable  title to
such WizardWorks  Common Stock, free and clear of all liens,  security interests
and  other  encumbrances,   including,  without  limitation,  any  which  affect
transferability.

         (c) No  Other  Commitments.  There  are no  options,  warrants,  calls,
rights,  commitments,  conversion rights or agreements of any character to which
WizardWorks or, to the Best Knowledge of WizardWorks, any of the Stockholders is
a party or by which WizardWorks or, to the Best Knowledge of WizardWorks, any of
the Stockholders is bound,  obligating WizardWorks or any of the Stockholders to
issue,  deliver or sell or offer to sell,  or cause to be issued,  delivered  or
sold or offer to sell,  any shares of capital stock of WizardWorks or securities
convertible into or exchangeable for shares of capital stock of WizardWorks,  or
obligating WizardWorks or any of the Stockholders to grant, extend or enter into
any  such  option,  warrant,  call,  right,  commitment,   conversion  right  or
agreement. There are no voting

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trusts or other  agreements or  understandings  to which  WizardWorks or, to the
Best Knowledge of WizardWorks,  any of the  Stockholders is a party with respect
to the voting of the capital stock of WizardWorks.

     3.3 Authority.

         (a) Corporate Action. WizardWorks has all requisite corporate power and
authority  to enter  into  this  Agreement  and,  subject  to  approval  of this
Agreement  and the Merger by the  stockholders  of  WizardWorks,  to perform its
obligations  hereunder and to consummate  the Merger and the other  transactions
contemplated  by  this  Agreement  and  the  Agreement  of  Merger.  Each of the
Stockholders  represents,  severally and not jointly,  that such Stockholder has
all requisite power,  legal capacity and authority to enter into this Agreement,
the  Registration  Rights  Agreement,  the Employment  Agreement,  the Invention
Agreement,  the Escrow Agreement and the NonCompetition Agreement to which he is
a  party  (collectively,   the  "Stockholders'  Agreements"),   to  perform  his
obligations  hereunder and thereunder and to consummate the Merger and the other
transactions  contemplated  by this  Agreement and the Agreement of Merger.  The
execution  and  delivery  of this  Agreement  and the  Agreement  of  Merger  by
WizardWorks and each of the Stockholders, the consummation by WizardWorks of the
Merger and the other transactions contemplated hereby and thereby have been duly
authorized by all necessary  corporate  action on the part of  WizardWorks.  The
Transaction  Documents to which  WizardWorks  is a party have been duly executed
and  delivered  by  WizardWorks  and are the valid and  binding  obligations  of
WizardWorks,  enforceable  against  WizardWorks in accordance  with their terms,
except that such  enforceability  may be subject to (i)  applicable  bankruptcy,
insolvency,  reorganization,  fraudulent  conveyance or transfer,  moratorium or
similar laws affecting the enforcement of creditors'  rights  generally and (ii)
general  principles of equity relating to enforceability  (regardless of whether
considered in a proceeding at law or in equity).  The  Transaction  Documents to
which each  Stockholder is a party have been duly executed and delivered by such
Stockholder  and  are  the  valid  and  binding   obligations  of  each  of  the
Stockholders, enforceable against each such Stockholder in accordance with their
terms  except  that  such  enforceability  may  be  subject  to  (i)  applicable
bankruptcy,  insolvency,  reorganization,  fraudulent  conveyance  or  transfer,
moratorium  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally  and (ii)  general  principles  of equity  relating to  enforceability
(regardless of whether considered in a proceeding at law or in equity).

         (b) No Conflict. (i) Neither the execution, delivery and performance of
the Transaction Documents, nor the consummation of the transactions contemplated
hereby or thereby,  nor compliance  with the  provisions  hereof or thereof will
conflict with, or result in any violations of, or cause a default

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(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
properties or assets of  WizardWorks  or the  WizardWorks  Stock under any term,
condition or  provision of (x) the  certificate  of  incorporation  or bylaws of
WizardWorks, (y) any loan or credit agreement, note, bond, mortgage,  indenture,
lease or other material agreement, or (z) any judgment,  order, decree, statute,
law,  ordinance,  rule or  regulation  applicable to  WizardWorks  or, as to any
Stockholder,  severally  and  not  jointly,  such  Stockholders  or  its  or his
respective  properties or assets other than those that would not have a Material
Adverse Effect.

         (ii) The  consummation  of the May  Merger (as  defined  below) did not
conflict  with,  result in a breach or violation  of,  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 properties or
assets of WizardWare (as defined  below) under any term,  condition or provision
of (x) any loan or credit agreement, note, bond, mortgage,  license,  indenture,
lease or agreement to which WizardWare or any of its stockholders was a party or
by  which  WizardWare  or  any  of its  stockholders  or  any of its  respective
properties or assets were bound, (y) any judgment,  writ,  injunction,  order or
decree of any governmental entity to which WizardWare or any of its stockholders
or its  respective  properties  or assets  were bound or (z) any  statute,  law,
ordinance,   rule  or  regulation   applicable  to  WizardWare  or  any  of  its
stockholders or its respective properties or assets.

         (c) 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  WizardWorks  or, as to any  Stockholder,  severally  and not  jointly,  such
Stockholder,  in connection  with the execution and delivery of the  Transaction
Documents or the consummation of the transactions  contemplated thereby,  except
for: (i) the filing of the  Agreement  of Merger with the  Secretary of State of
the State of Delaware and Minnesota and the filing of the appropriate  documents
with the relevant  authorities of other states in which WizardWorks is qualified
to do business; (ii) such filings,  authorizations,  orders and approvals as may
be required  under  foreign laws and federal and state  securities  laws (all of
which are listed in the WizardWorks  Disclosure  Schedule);  and (iii) where the
failure to obtain such consents, approvals and the

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<PAGE>

like,  would not prevent or delay the  consummation  of the Merger or  otherwise
prevent  WizardWorks,  as to any  Stockholder,  severally and not jointly,  such
Stockholder  from  performing  its  or his  obligations  under  the  Transaction
Documents and would not have a Material Adverse Effect on WizardWorks.

     3.4 Financial  Statements.  The audited  combined  financial  statements of
WizardWorks  for fiscal  years  ended  March 31,  1995 and 1996  (together,  the
"Financial Statements"), provided to GT by WizardWorks, comply as to form in all
material respects with the applicable accounting  requirements and the published
rules and  regulations  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)
and fairly  present the combined  financial  position of  WizardWorks  as at the
respective  dates thereof and the results of its  operations  and cash flows for
the respective periods then ended.

     3.5 Compliance with Applicable Laws. Except as disclosed in the WizardWorks
Disclosure  Schedule,  the  business of  WizardWorks  is not being  conducted in
violation of any law, ordinance,  regulation,  rule or order of any Governmental
Entity where such violation would have a Material Adverse Effect on WizardWorks.
Except as disclosed in the WizardWorks  Disclosure Schedule,  there is currently
no investigation or review by a Governmental  Entity with respect to WizardWorks
pending  or,  to the Best  Knowledge  of  WizardWorks,  threatened,  nor has any
Governmental  Entity notified  WizardWorks or any of the  Stockholders of its or
his  intention  to conduct  the same.  WizardWorks  has all  permits,  licenses,
approvals,   orders,  and  franchises  from  Governmental  Entities  ("Permits")
required to conduct its  businesses as now being  conducted,  other than Permits
the  failure  of which to obtain  would not have a  Material  Adverse  Effect on
WizardWorks.  All of  WizardWorks'  Permits  are in full force and effect and no
violations thereunder have been recorded.

     3.6 Litigation. Except as disclosed in the WizardWorks Disclosure Schedule,
there is no suit, action, arbitration,  demand, claim, dispute, investigation or
proceeding  pending or, to the best  knowledge  of  WizardWorks  and each of the
Stockholders upon due inquiry (the "Best Knowledge of WizardWorks"), threatened,
against WizardWorks or, as to any Stockholder,  severally and not jointly,  such
Stockholder; nor is there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator  outstanding against WizardWorks or, as to any
Stockholder, severally and not jointly, such Stockholder, that, (i) individually
or in the aggregate, could have a Material Adverse Effect on WizardWorks or (ii)
have an adverse  effect on the ability of  WizardWorks  or such  Stockholder  to
perform its or his respective  obligations  under the  Transaction  Documents or
under any documents contemplated thereby. No injunction, writ,

                                      -13-


<PAGE>

temporary  restraining  order,  decree or order of any nature has been issued by
any  court  or other  Governmental  Entity  against  WizardWorks  or,  as to any
Stockholder, severally and not jointly, such Stockholder purporting to enjoin or
restrain  the  execution,  delivery  or  performance  of any of the  Transaction
Documents or any documents contemplated thereby. WizardWorks has delivered to GT
or its counsel correct and complete copies of all correspondence prepared by its
counsel for  WizardWorks'  auditors in connection  with the last three completed
audits of WizardWorks'  financial  statements and any such correspondence  since
the date of the last such audit.

     3.7 Title to Properties.  The WizardWorks  Disclosure Schedule sets forth a
correct  and  complete  list of real  property  owned or leased by  WizardWorks.
WizardWorks  has good  record  and  marketable  title in fee simple to, or holds
interest as lessee under  leases in full force and effect in, all real  property
used  in  connection   with  its  business  or  otherwise  owned  or  leased  by
WizardWorks,  except for such defects in title as would not,  individually or in
the  aggregate,  have a Material  Adverse  Effect on  WizardWorks  or any of the
Stockholders.

     3.8 Subsidiaries.  WizardWorks has no subsidiaries.  Except as disclosed in
the WizardWorks Disclosure Schedule, WizardWorks does not directly or indirectly
own nor has it made any  invest-  ment in any of the  capital  stock  of, or any
other  proprietary  interest  in,  any other  Person.  "Person"  shall  mean any
individual,   firm,   corporation,    partnership,    trust,   incorporated   or
unincorporated  association,  joint venture,  joint stock company,  Governmental
Authority  or other  entity of any kind,  and shall  include any  successor  (by
merger or otherwise) of such entity.

     3.9 Employee Benefit Plans and Employment Matters.

         (a) Except as listed on the WizardWorks  Disclosure  Schedule,  neither
WizardWorks  nor any ERISA  Affiliate  maintains  any  Employee  Benefit  Plans.
"Employee  Benefit Plan" means any "employee benefit plan" as defined in Section
3(3) of the Employee  Retirement  Income  Security Act of 1974,  as amended from
time to time ("ERISA") and any other plan, policy, program, practice, agreement,
understanding or arrangement (whether written or oral) providing compensation or
other benefits to any current or former  officer,  employee or consultant (or to
any dependent or beneficiary  thereof),  of WizardWorks or any ERISA  Affiliate,
which are now or have been  maintained by WizardWorks or any ERISA  Affiliate or
under which  WizardWorks or any ERISA Affiliate has any obligation or liability,
whether  actual or contingent,  including,  without  limitation,  all incentive,
bonus, deferred compensation,  vacation,  holiday,  medical,  disability,  stock
purchase,  stock option, stock appreciation,  phantom stock, restricted stock or
other stock-based compensation plans,

                                      -14-


<PAGE>

policies,  programs,  practices or  arrangements.  "ERISA  Affiliate"  means any
entity (whether or not incorporated)  other than WizardWorks that, together with
WizardWorks, is or was a member of a controlled group of corporations within the
meaning of Section 414(b) of the Code, of a group of trades or businesses  under
common  control  within  the  meaning of  Section  414(c) of the Code,  or of an
affiliated service group within the meaning of Section 414(m) of the Code.

         WizardWorks has delivered to GT or its counsel prior to the date hereto
true and complete copies of (i) any employment agreements and any procedures and
policies  relating to the employment of employees of WizardWorks  and the use of
temporary  employees  and  independent  contractors  by  WizardWorks  (including
summaries of any procedures and policies that are unwritten),  (ii) all Employee
Benefit  Plans and related  trust  agreements,  insurance  and other  contracts,
summary  plan   descriptions  and  summaries  of  material   modifications   and
communications distributed to the participants of each Plan, (iii) to the extent
annual  reports on Form 5500 are required  with respect to any Employee  Benefit
Plan,  the three most recent  annual  reports and  attached  schedules  for each
Employee  Benefit  Plan as to which such report is required to be filed and (iv)
where  applicable,  the most recent (A)  opinion or  determination  letter,  (B)
audited  financial  statements  and (C)  actuarial  valuation  reports  for each
Employee Benefit Plan.

         (b) Neither  WizardWorks nor any ERISA Affiliate  maintains or has ever
maintained an Employee Benefit Plan subject to Title IV of ERISA.

         (c) To the Best Knowledge of WizardWorks, with respect to each Employee
Benefit  Plan,  (i) no party in interest or  disqualified  person (as defined in
Section  3(14) of ERISA and Section 4975 of the Code,  respectively)  has at any
time engaged in a transaction which could subject GT or WizardWorks, directly or
indirectly,  to a tax, penalty or liability for prohibited  transactions imposed
by ERISA or the Code and (ii) no  fiduciary  (as  defined  in  Section  3(21) of
ERISA) has breached any of the  responsibilities or obligations imposed upon the
fiduciary under Title I of ERISA.

         (d) To the Best Knowledge of WizardWorks, each Employee Benefit Plan is
and has been operated in compliance with its terms and all applicable  laws, and
by its terms can be amended  and/or  terminated at any time. As of and including
the date of the Closing,  WizardWorks shall have made all contributions required
to be made by it up to and  including  the date of the Closing  with  respect to
each  Employee  Benefit  Plan,  or  adequate  accruals  therefor  will have been
provided for and will be reflected on the audited  Balance Sheet of  WizardWorks
as

                                      -15-


<PAGE>

at March 31, 1996 provided to GT by WizardWorks (the "Balance Sheet").

         (e) Neither WizardWorks nor any Stockholder has received or is aware of
any  actions,  claims  (other than  routine  claims for  benefits),  lawsuits or
arbitrations  pending or, to the best knowledge of  WizardWorks  and each of the
Stockholders,  threatened  with respect to any Employee  Benefit Plan or against
any fiduciary of any Employee  Benefit  Plan,  and neither  WizardWorks  nor any
Stockholder has knowledge of any facts that could give rise to any such actions,
claims,  lawsuits or arbitrations.  To the Best Knowledge of WizardWorks,  there
has not occurred any  circumstances by reason of which WizardWorks may be liable
for an act,  or a failure to act, by a fiduciary  with  respect to any  Employee
Benefit Plan.

         (f) No Employee  Benefit Plan  provides for medical or health  benefits
(through  insurance  or  otherwise)  or provided  for the  continuation  of such
benefits or coverage for any  participant or any dependent or beneficiary of any
participant  after  such  participant's   retirement  or  other  termination  of
employment except as may be required by Part 6 of Subtitle B of Title I of ERISA
and Section 4980B of the Code ("COBRA").

         (g) Neither  WizardWorks nor any ERISA  Affiliate has ever  contributed
to, or withdrawn in a partial or complete  withdrawal  from, any  "multiemployer
plan" (as  defined  in  Section  3(37) of ERISA) or has any fixed or  contingent
liability under Section 4204 of ERISA.

         (h) No Employee Benefit Plan is a "multiple employer plan" as described
in Section 3(40) of ERISA or Section 413(c) of the Code.

         (i) No Employee  Benefit Plan,  other than a "pension  plan" within the
meaning of Section 3(2) of ERISA  ("Pension  Plan"),  is funded  through a trust
intended to be exempt from tax pursuant to Section 501 of the Code.

         (j) Except as required by law, neither  WizardWorks nor any Stockholder
has  proposed or has agreed to any  changes to any  Employee  Benefit  Plan that
would cause an increase in benefits under any such Employee Benefit Plan (or the
creation of new benefits) or change any employee  coverage  which would cause an
increase in the expense of maintaining any such Plan.

         (k)  The  WizardWorks   Disclosure  Schedule  lists  all  employees  of
WizardWorks as of May 22, 1996,  their salaries as of the date of this Agreement
and the date and  amount  of their  most  recent  salary  increases.  Except  as
provided  in the  WizardWorks  Disclosure  Schedule,  no person or entity has an
employment, severance or independent contractor agreement with WizardWorks.

                                      -16-


<PAGE>

No "leased  employee"  (within the meaning of Section 414(n) or (o) of the Code)
performs any material services for WizardWorks.

         Except as  specifically  provided  in the  Employment  Agreements,  the
consummation of the transactions  contemplated by the Transaction Documents will
not  result  in (i)  any  payment  (including,  without  limitation,  severance,
unemployment  compensation,  golden  parachute or bonus  payments or  otherwise)
becoming due to any director,  officer,  employee or consultant of  WizardWorks,
(ii) any increase in the amount of compensation  or benefits  payable in respect
of any  director,  officer,  employee or  consultant  of  WizardWorks,  or (iii)
accelerate  the  vesting or timing of payment of any  benefits  or  compensation
payable  in  respect  of  any  director,  officer,  employee  or  consultant  of
WizardWorks.  No Employee Benefit Plan provides benefits or payments  contingent
upon,  triggered by or  increased  as a result of, a change in the  ownership or
effective control of WizardWorks.

         (l) WizardWorks is in compliance 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,  except  where  non-compliance  would not have a Material
Adverse Effect on WizardWorks.

         (m)  WizardWorks  has good labor  relations and has no knowledge of any
facts indicating that the consummation of the transactions  contemplated  hereby
will have an adverse effect on labor relations, and has no knowledge that any of
its key employees intends to leave its employ.

         (n) WizardWorks is not engaged in any unfair labor practice.  Except as
set forth in the WizardWorks  Disclosure Schedule,  there is (a) no grievance or
arbitration  proceeding arising out of or under collective bargaining agreements
pending or, to the Best  Knowledge of  WizardWorks,  threatened;  (b) no strike,
labor  dispute,  slowdown  or  stoppage  pending  or, to the Best  Knowledge  of
WizardWorks,  threatened against WizardWorks;  (c) WizardWorks is not a party to
any collective  bargaining  agreement or contract;  (d) no union  representation
question existing with respect to the employees of WizardWorks; and (e) no union
organizing activities are taking place.

     3.10 Absence of  Undisclosed  Liabilities.  At March 31, 1996 (the "Balance
Sheet Date"),  WizardWorks had no direct or indirect  liabilities or obligations
of any nature  (matured  or  unmatured,  fixed or  contingent)  other than those
adequately  reflected or reserved against on the  consolidated  balance sheet of
WizardWorks at the Balance Sheet Date,  and any such  liabilities or obligations
incurred  since the Balance Sheet Date were  incurred in the ordinary  course of
business consistent with prior

                                      -17-


<PAGE>

practice, none of which are, individually or in the aggregate, material.

     3.11  Absence of Certain  Changes or  Events.  Except as  disclosed  in the
WizardWorks  Disclosure  Schedule,  since the  Balance  Sheet Date there has not
occurred:

         (a) any change in the condition  (financial or otherwise),  properties,
assets,  liabilities,  business  operations,  results of  operations  that could
reasonably constitute a Material Adverse Effect;

         (b) any amendments or changes in the  Certificate of  Incorporation  or
Bylaws;

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

         (d) any  redemption,  repurchase  or other  acquisition  of  shares  of
WizardWorks  Common Stock by  WizardWorks  (other than pursuant to  arrangements
with terminated employees or consultants), or any declaration,  setting aside or
payment  of any  dividend  or other  distribution  (whether  in  cash,  stock or
property) with respect to WizardWorks Common Stock;

         (e) any increase in or  modification  of the  compensation  or benefits
payable or to become payable by  WizardWorks to any of its directors,  employees
or consultants;

         (f)  any  modification  of any  term of  benefits  payable  under,  any
Employee Benefit Plan;

         (g) any  acquisition or sale of a material amount of property or assets
of WizardWorks  other than in the ordinary  course of business  consistent  with
past  practice,  or by  WizardWorks  of any  property  or  assets  of any of the
Stockholders;

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

         (i) any creation or assumption by WizardWorks of any mortgage,  pledge,
material  security interest or lien or other encumbrance on any asset other than
those on any asset having a value less than $10,000;


                                      -18-


<PAGE>

         (j) any making of any loan,  advance or  capital  contri-  bution to or
investment  in any  person  other  than  travel  loans or  advances  made in the
ordinary course of business of WizardWorks;

         (k) any entering  into,  amendment of,  relinquishment,  termination or
non-renewal  by WizardWorks of any contract,  lease  transaction,  commitment or
other right or obligation, other than as disclosed in the WizardWorks Disclosure
Schedule  and except  for  purchase  and sale  commitments  entered  into in the
ordinary course of business, consistent with past practice;

         (l) any  transfer or grant of a right under the  WizardWorks  IP Rights
(as such term is  hereinafter  defined)  other than  sublicenses  of WizardWorks
Product to end users in the ordinary course of business;

         (m) any labor  dispute or charge of unfair labor  practice  (other than
routine  individual  grievances),  to the Best  Knowledge  of  WizardWorks,  any
activity or  proceeding by a labor union or  representative  thereof to organize
any  employees  of  WizardWorks  or any  campaign  being  conducted  to  solicit
authorization from employees to be represented by such labor union; or

         (n) any agreement or arrangement made by WizardWorks to take any action
which, if taken prior to the date hereof,  would have made any representation or
warranty  set forth in this  Agreement  untrue or  incorrect as of the date when
made unless otherwise disclosed.

     3.12 Agreements.  The WizardWorks  Disclosure Schedule sets forth a list of
any of the following written or oral contracts, agreements and other instruments
("Contractual Obligations") entered into by WizardWorks, copies of each of which
have been delivered to GT or its counsel:

         (a) contract with or commitment to any labor union;

         (b) continuing contract for the future purchase, sale or manufacture of
products, material, supplies, equipment or services requiring payment to or from
WizardWorks  in an amount in excess of $25,000 per annum which is not terminable
on 30 days' or less notice  without  cost or other  liability  at or at any time
after  the  Effective  Time or in which  WizardWorks  has  granted  or  received
manufacturing  rights,  most  favored  nation  pricing  provisions  or exclusive
marketing rights relating to any product, group of products or territory;

         (c) contract  providing for the development of software for, or license
of software  to,  WizardWorks,  which  software is used or  incorporated  in any
WizardWorks Product (as such term is hereinafter defined), or other Intellectual
Property Rights,

                                      -19-


<PAGE>

including  but not limited to rights of  publicity,  used or  incorporated  in a
WizardWorks Product;

         (d) joint  venture  contract  or  agreement  which has  involved  or is
reasonably  expected  to  involve a sharing  of  profits  or losses in excess of
$25,000 per annum with any other party;

         (e) contract or commitment for the employment of any officer,  employee
or consultant,  severance agreement,  non-competition agreement,  non-disclosure
agreement, agreement requiring a change of control or parachute payments, or any
other type of contract or understanding with any officer, employee or consultant
which is not immediately terminable without cost or other liability;

         (f) indenture,  mortgage, promissory note, loan agreement, guarantee or
other  agreement or commitment for the borrowing of money,  for a line of credit
or for a leasing  transaction of a type required to be capitalized in accordance
with  Statement  of  Financial  Accounting  Standards  No.  13 of the  Financial
Accounting Standards Board;

         (g) lease or other  agreement  under which  WizardWorks is lessee of or
holds or operates any items of tangible personal property or real property owned
by any third party and under which  payments to such third party exceed  $25,000
per annum;

         (h) agreement or arrangement for the sale of any assets,  properties or
rights having a value in excess of $25,000;

         (i) agreement  which restricts  WizardWorks or any of the  Stockholders
from engaging in any aspect of its business or competing in any line of business
in any geographic area;

         (j)  WizardWorks  IP  Rights  Agreement  (as such  term is  hereinafter
defined); or

         (k) agreement between WizardWorks and any of the Stockholders.

     3.13 Trade Relations. The WizardWorks Disclosure Schedule lists the top ten
customers of WizardWorks  for calendar years 1994 and 1995 (in decreasing  order
of sales and setting forth both gross and net sales by such  customers).  Except
as disclosed in the WizardWorks  Disclosure  Schedule,  to the Best Knowledge of
WizardWorks,  there exists no actual or threatened termination,  cancellation or
limitation  of,  or  any  adverse   modification  or  change  in,  the  business
relationship  of WizardWorks or  WizardWorks'  business with any customer or any
group of customers whose purchases are individually or in the aggregate material
to the business of WizardWorks, or with any material supplier and to

                                      -20-


<PAGE>

the  Best  Knowledge  of  WizardWorks,  no such  termination,  cancellation,  or
limitation,  or any adverse modification or change will arise as a result of the
execution,  delivery or performance of the Transaction  Documents by WizardWorks
or any of the Stockholders.

     3.14  No  Defaults.  Except  as  disclosed  in the  WizardWorks  Disclosure
Schedule,  neither  WizardWorks  nor, as to any  Stockholder,  severally and not
jointly,  such  Stockholder  is in  default  under,  and there  exists no event,
condition or occurrence and none would result from the  execution,  delivery and
performance by WizardWorks or such Stockholder of the Transaction  Documents and
the transactions  contemplated thereby, which, after notice or lapse of time, or
both, would constitute such a default by WizardWorks or such Stockholder  under,
any material contract or agreement to which WizardWorks or such Stockholder is a
party.

     3.15 Outstanding Borrowings. The WizardWorks Disclosure Schedule sets forth
(a) the amount of all outstanding borrowings of WizardWorks as of June 21 (which
amount has not  changed  since  such  date),  (b) any liens that  relate to such
outstanding  borrowings and that encumber the assets of WizardWorks  and (c) the
name of each lender thereof.

     3.16 Taxes.  (a) WizardWorks  has timely filed with the appropriate  taxing
authorities all returns and reports in respect of Taxes ("Returns")  required to
be filed  (taking  into  account any  extension of time to file granted to or on
behalf of WizardWorks). The information on such Returns is complete and accurate
in all respects.  Except as set forth on the  WizardWorks  Disclosure  Schedule,
WizardWorks  has paid on a timely  basis all Taxes  (whether or not shown on any
Return) due and  payable.  There are no liens for Taxes  (other than for current
Taxes not yet due and payable) upon the assets of WizardWorks.

         (b) No unpaid (or  unreserved in  accordance  with  generally  accepted
accounting principles applied on a consistent basis) deficiencies for Taxes have
been claimed, proposed or assessed by any taxing or other governmental authority
with respect to Wizardworks for any Pre-Closing Period, and there are no pending
or, to the Best Knowledge of WizardWorks,  threatened, audits, investigations or
claims for or  relating  to any  liability  in respect of Taxes of  WizardWorks.
WizardWorks  has not  requested  any  extension of time within which to file any
currently  unfiled returns in respect of any Taxes and no extension of a statute
of limitations relating to any Taxes is in effect with respect to WizardWorks.

         (c) (i)  WizardWorks  has made or will  make  provision  for all  Taxes
payable by  WizardWorks  with  respect to any  PreClosing  Period  which are not
payable prior to the Closing Date; (ii) the provisions for Taxes with respect to
WizardWorks for the

                                      -21-


<PAGE>

Pre-Closing  Period  (excluding  any reserve for deferred  Taxes  established to
reflect  timing  differences  between book and Tax income) are adequate to cover
all Taxes with respect to such period;  (iii)  WizardWorks has withheld and paid
all Taxes  required to have been  withheld and paid in  connection  with amounts
paid or owing to any employee, independent contractor,  creditor, shareholder or
other third party;  (iv) all material  elections with respect to Taxes affecting
WizardWorks  as of the date hereof are set forth in Schedule  3.16  hereto;  (v)
Wizardworks is not a "consenting  corporation"  under Section 341(f) of the Code
or any corresponding provision of state, local or foreign law; (vi) there are no
private letter rulings in respect of any Tax pending between WizardWorks and any
taxing  authority;  (vii)  WizardWorks  owns no interest in real property in the
State of New York;  (viii)  WizardWorks has never been a member of an affiliated
group within the meaning of Section 1504 of the Code,  or filed or been included
in a  combined,  consolidated  or  unitary  return  of  any  Person  other  than
WizardWorks; (ix) WizardWorks is not liable for Taxes of any other Person, or is
currently under any contractual  obligation to indemnify any Person with respect
to Taxes,  or is a party to any tax  sharing  agreement  or any other  agreement
providing for payments by Wizardworks  with respect to Taxes; (x) WizardWorks is
not,  and has not been,  a real  property  holding  corporation  (as  defined in
Section 897(c)(2) of the Code) during the applicable period specified in Section
897(c)(1)(A)(ii)  of the Code;  (xi)  WizardWorks  is not a person  other than a
United States person within the meaning of the Code; (xii)  WizardWorks is not a
party to any joint venture,  partnership, or other arrangement or contract which
could be treated as a  partnership  for  federal  income  tax  purposes;  (xiii)
WizardWorks  has not entered  into any sale  leaseback  or any  leveraged  lease
transaction  that fails to satisfy the  requirements of Revenue  Procedure 75-21
(or similar  provisions of foreign law); (xiv)  WizardWorks has not agreed or is
required,  as a result  of a change in method of  accounting  or  otherwise,  to
include  any  adjustment  under  Section  481 of the Code (or any  corresponding
provision of state, local or foreign law) in taxable income, (xv) WizardWorks is
not a party to any  agreement,  contract,  arrangement or plan that would result
(taking  into  account  the   transactions   contemplated  by  this  Agreement),
separately  or in  the  aggregate,  in the  payment  of  any  "excess  parachute
payments"  within the  meaning of Section  280G of the Code;  (xvi)  WizardWorks
properly elected  Subchapter S corporation status under Section 1361 of the Code
(and any  corresponding  provision of applicable state law) as of the respective
date set forth in Schedule  3.16 and has since  qualified,  and  maintained  its
status, as a Subchapter S corporation for federal and state income tax purposes;
(xvii) the WizardWorks  Disclosure Schedule contains a list of all jurisdictions
to which any Tax is properly payable by Wizardworks;  (xviii) WizardWorks is not
a personal  holding company within the meaning of Section 542 of the Code; (xix)
WizardWorks has not

                                      -22-


<PAGE>

made an  election  and is not  required  to treat any of its  assets as owned by
another  Person for federal  income tax purposes or as tax-exempt  bond financed
property or  tax-exempt  use  property  within the meaning of Section 168 of the
Code (or any corresponding provision of state, local or foreign law).

         (d) The merger of WizardWare  Group, Inc.  ("WizardWare"),  a Minnesota
corporation, and Promotional Software Group, Inc., a Minnesota corporation, with
and into ArmstrongOlson, Inc., a Minnesota corporation, pursuant to an Agreement
and Plan of Merger filed with the  Minnesota  Secretary of State on May 10, 1996
(the "May  Merger"),  qualified  as a  statutory  merger  within the  meaning of
Section 368(a)(l)(A) of the Code.

         As used  herein,  "Taxes"  shall  mean  taxes,  fees,  levies,  duties,
tariffs,  imposts,  and  governmental  impositions or charges of any kind in the
nature of (or similar to) taxes, payable to any federal, state, local or foreign
taxing authority, including (without limitation) (i) income, franchise, profits,
gross receipts, ad valorem, net worth, value added, sales, use, service, real or
personal  property,  special  assessments,   capital  stock,  license,  payroll,
withholding,  employment,  social security, workers' compensation,  unemployment
compensation,   utility,  severance,   production,  excise,  stamp,  occupation,
premiums,  windfall  profits,  transfer  and  gains  taxes,  and (ii)  interest,
penalties,  additional  taxes and additions to tax imposed with respect thereto.
As used herein,  "Pre-Closing  Period"  means all taxable  periods  ending on or
before the Closing Date and the portion  ending on or before the Closing Date of
any taxable period that includes (but does not end on) the Closing Date. As used
herein, "WizardWorks" shall mean, individually and collectively, (i) WizardWorks
and (ii) any individual,  trust, corporation,  partnership or other entity as to
which  WizardWorks may be liable for Taxes incurred by such individual or entity
as a transferee or pursuant to any provision of federal, state, local or foreign
law or regulations.

     3.17  Intellectual  Property.  Except  in  each  case as  disclosed  in the
WizardWorks Disclosure Schedule:

         (a)  WizardWorks  owns,  or has the right to use,  sell or license  all
Intellectual  Property Rights (as such term is hereinafter  defined) used in its
business as presently  conducted and as it is expected to be conducted as of the
Effective Time (such Intellectual Property Rights being hereinafter collectively
referred  to as the  "WizardWorks  IP Rights")  and such rights to use,  sell or
license are sufficient for such conduct of its business;

         (b) the execution,  delivery and  performance of this Agreement and the
consummation  of the  transactions  contemplated  hereby will not  constitute  a
breach of any instrument or

                                      -23-


<PAGE>

agreement  governing  any  WizardWorks  IP Right  (the  "WizardWorks  IP  Rights
Agreements"),  will not cause the  forfeiture or  termination  or give rise to a
right of forfeiture or  termination  of any  WizardWorks  IP Right or impair the
right of  WizardWorks  or the Surviving  Corporation to use, sell or license any
WizardWorks IP Right or portion thereof;

         (c) there are no royalties,  honoraria,  fees or other payments payable
by  WizardWorks  to any  person  other than as set forth in the  WizardWorks  IP
Rights Agreements listed in the WizardWorks Disclosure Schedule;

         (d) neither the manufacture,  marketing,  license, sale or intended use
of any product  currently  licensed or sold by  WizardWorks  or currently  under
development by WizardWorks violates any license or agreement between WizardWorks
and any third party or infringes any  Intellectual  Property  Right of any other
party,  and  there is no  pending  or,  to the Best  Knowledge  of  WizardWorks,
threatened  claim or litigation  contesting the validity,  ownership or right to
use,  sell,  license  or dispose of any  WizardWorks  IP Right nor,  to the Best
Knowledge  of  WizardWorks,  is there  any  basis  for any such  claim,  nor has
WizardWorks  received any notice  asserting that any WizardWorks IP Right or the
proposed use, sale,  license or disposition  thereof  conflicts or will conflict
with the rights of any other party,  nor, to the Best Knowledge of  WizardWorks,
is there any basis for any such assertion; and

         (e) WizardWorks has taken reasonable and practicable  steps designed to
safeguard and maintain the secrecy and  confidentiality  of, and its proprietary
rights in, all WizardWorks IP Rights. All officers, employees and consultants of
WizardWorks  have executed and delivered to WizardWorks  an agreement  regarding
the protection of proprietary  information  and the assignment to WizardWorks of
all  Intellectual  Property  Rights  arising  from the  services  performed  for
WizardWorks by such persons and such Intellectual Property Rights are works made
for hire and  WizardWorks  is the author and owner of all such rights  under the
Copyright Act of 1976, as amended.  No current or prior  officers,  employees or
consultants of WizardWorks claim or have a right to claim an ownership  interest
in any  WizardWorks  IP  Rights  as a result  of  having  been  involved  in the
development  or licensing of such  property  while  employed by or consulting to
WizardWorks, or otherwise.

         The  WizardWorks   Disclosure   Schedule  sets  forth  a  list  of  all
applications,  registrations,  filings and other  formal  actions  made or taken
pursuant to federal, state and foreign laws by WizardWorks to perfect or protect
its  interest in  WizardWorks  IP Rights,  including,  without  limitation,  all
patents,  patent  applications,  trademarks  and service  marks,  trademark  and
service mark applications, copyrights and copyright applications.

                                      -24-


<PAGE>

         As used herein, the term "Intellectual  Property Rights" shall mean all
worldwide  industrial  and  intellectual  property  rights,  including,  without
limitation, patents, patent applications,  patent rights, trademarks,  trademark
applications, trade names, service marks, service mark applications,  copyright,
copyright  applications,  franchises,  licenses,  inventories,  know-how,  trade
secrets,  customer  lists,  proprietary  processes and formulae,  all source and
object code,  algorithm,  architecture,  structure,  display  screens,  layouts,
inventions,  development  tools and all  documentation  and media  constituting,
describing or relating to the above,  including,  without  limitation,  manuals,
memoranda and records.

         (f) The WizardWorks  Disclosure  Schedule lists all of the Intellectual
Property licenses held by WizardWorks;  all such licenses are valid, enforceable
and in full  force  and  effect,  and  will  continue  to be so in all  material
respects  on  identical  terms  immediately  following  the  Closing,  except as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  fraudulent  conveyance or transfer,  moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles  of  equity  relating  to   enforceability   (regardless  of  whether
considered in a proceeding at law or in equity).

         (g) Except as set forth in the WizardWorks  Disclosure Schedule, to the
Best Knowledge of  WizardWorks,  there is no unauthorized  use,  infringement or
misappropriation of any of WizardWorks' IP Rights by any third party,  including
any employee or former employee of WizardWorks.

         (h)  WizardWorks  owns,  or has the right to use,  sell or license  all
Intellectual  Property  Rights used in the business of  WizardWare  as conducted
immediately prior to the effectiveness of the May Merger (collectively  referred
to as the  "WizardWare IP Rights") and the  consummation  of the May Merger does
not constitute a breach of any instrument or agreement  governing any WizardWare
IP Rights, did not and will not cause the forfeiture or termination or give rise
to a right of forfeiture or termination of any WizardWare IP Right or impair the
right of  WizardWorks  to use,  sell or  license  any  WizardWare  IP Right or a
portion thereof.

     3.18  Products  and  Distribution.   The  WizardWorks  Disclosure  Schedule
contains a complete list of all of the software  products  (listed by title,  in
order of aggregate  sales  receipts by  WizardWorks  in calendar  1995 from such
title) published and/or distributed by WizardWorks (the "WizardWorks Products").

         The WizardWorks  Disclosure  Schedule sets forth,  for each WizardWorks
Product,  the following:  (i) a list of all contracts and agreements  (including
without limitation all

                                      -25-


<PAGE>

development,  trademark  license,  technology  license,  distribution  or  other
agreement)  relating to the  WizardWorks  Products;  (ii) the  advances  paid or
payable,  and the royalties  payable,  to any third parties with respect to such
WizardWorks  Product; and (iii) a list of the third parties with distribution or
publication  rights to such WizardWorks  Product together with a description of:
(A) the  territory  in which the third party has  distribution  rights;  and (B)
whether such distribution rights are exclusive or nonexclusive.

     3.19 Development  Tools.  The WizardWorks  Disclosure  Schedule  contains a
complete list of all material software  development tools used or intended to be
used by  WizardWorks  in the  development  of any of the  WizardWorks  Products,
except  for any such tools that are  generally  available  and are used in their
generally   available  form  (such  as  standard  compilers)  (the  "WizardWorks
Development  Tools").  The WizardWorks  Disclosure Schedule also sets forth, for
each WizardWorks  Development Tool: (a) for any WizardWorks Development Tool not
entirely  developed  internally by  WizardWorks  employees,  the identity of the
independent  contractors and consultants involved in such development and a list
of the agreements with such independent contractors and consultants;  (b) a list
of any third parties with any rights to receive royalties or other payments with
respect  to such  WizardWorks  Development  Tool,  and a  schedule  of all  such
royalties payable;  (c) a list of any restrictions on WizardWorks'  unrestricted
right to use and distribute such WizardWorks Development Tool; and (d) a list of
all  agreements  with  third  parties  for the use by such  third  party of such
WizardWorks  Development  Tool.  WizardWorks  has  sufficient  right,  title and
interest  in and to the  WizardWorks  Development  Tools for the  conduct of its
business as currently  conducted and as proposed to be conducted and,  except as
set forth on the WizardWorks  Disclosure Schedule,  all WizardWorks  Development
Tools are works  made for hire and  WizardWorks  is the  author and owner of all
such WizardWorks Development Tools under the Copyright Act of 1976, as amended.

     3.20 Inventory and Returns.  The inventory of WizardWorks  (including  that
reflected on the Financial  Statements)  is, on the date hereof or was, prior to
the sale thereof,  subject to reserves  established therefor as reflected in the
Financial  Statements,  in  merchantable  condition,  and suitable and usable or
salable in the ordinary  course of business for the purposes for which intended,
and has been  reflected on the Financial  Statements and carried on the books of
account  of  WizardWorks  in  accordance  with  generally  accepted   accounting
principles  consistently  applied.   Without  limiting  the  generality  of  the
foregoing,  such inventory does not include any obsolete or defective  materials
or any excess stock items,  except as have been reserved against as reflected on
the Financial  Statements.  The reserves created by WizardWorks to cover returns
have been

                                      -26-


<PAGE>

calculated  in  accordance  with  generally   accepted   accounting   principles
consistently  applied and are reflected on the Financial  Statements and carried
on the books of account of  WizardWorks in accordance  with  generally  accepted
accounting principles consistently applied.

     3.21 Receivables and Payables.  The accounts and notes receivable reflected
on the Balance Sheet provided to GT by  WizardWorks,  and the accounts and notes
receivable  arising  subsequent to the Balance Sheet Date, have arisen only from
bona  fide  transactions  in  the  ordinary  course  of  WizardWorks'  business,
represent  valid  obligations  to  WizardWorks  and have been  collected  or are
collectible  in full,  net of any allowance for  uncollectibles  recorded on the
Balance Sheet in a manner consistent with past practice,  in the ordinary course
of business  without resort to  litigation;  and none of such accounts and notes
receivable  is or will at the date of the  Closing be  subject  to any  defense,
counterclaim  or setoff.  There has been no material  adverse  change  since the
Balance  Sheet  Date in the  amounts of  accounts  and notes  receivable  or the
allowances with respect thereto,  or accounts payable of WizardWorks,  from that
reflected in the Balance Sheet at such date.

     3.22 Fees and Expenses.  Except as disclosed in the WizardWorks  Disclosure
Schedule,  neither  WizardWorks nor any of the Stockholders  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.

     3.23  Insurance.  WizardWorks  has in effect  fire and  casualty  insurance
policies listed in the WizardWorks  Disclosure  Schedule with the effective date
and coverage amounts  indicated  thereon.  Such insurance  coverage and coverage
amounts are adequate and customary for the business  engaged in by  WizardWorks.
Except as disclosed in the WizardWorks  Disclosure  Schedule,  such policies and
binders are valid and enforceable in accordance with their terms and are in full
force and effect.

     3.24 Ownership of Property.  (a) Except (a) as disclosed in the WizardWorks
Disclosure  Schedule,  (b) for liens for current Taxes not yet delinquent or (c)
for liens  imposed by law and  incurred in the  ordinary  course of business for
obligations not yet due to carriers, warehousemen, laborers, materialmen and the
like,  WizardWorks  has good and  marketable  title to all of its  property  and
assets used in its business and reflected as owned on the  Financial  Statements
or so described in the Disclosure  Schedule,  in each case free and clear of all
security interests, mortgages, liens, charges, claims, options and encumbrances.
All real and personal  property  owned or leased of  WizardWorks is generally in
good repair and is  operational  and usable in the  operations  of  WizardWorks,
subject to ordinary wear and tear.  WizardWorks is not in material  violation of
any zoning, building

                                      -27-


<PAGE>

or safety  ordinance,  regulation  or  requirement  or other  law or  regulation
applicable to the operation of owned or leased  properties,  nor has it received
any notice of violation with which it has not complied.

         (b) WizardWorks has good and marketable  title to all of the properties
and assets owned by  WizardWare  prior to the  effectiveness  of the May Merger,
free and clear of all liens, charges, encumbrances and restrictions.

     3.25 Environmental Matters.

         (a) During  the  period  that  WizardWorks  has  leased its  respective
properties or owned or operated any facilities,  it has not disposed,  released,
or participated in or authorized the release or threatened  release of Hazardous
Materials  (as  such  term  is  hereinafter  defined)  on,  from or  under  such
properties or facilities. To the Best Knowledge of WizardWorks, there is not now
nor has there ever been any presence, disposal, release or threatened release of
Hazardous  Materials  on, from or under any of such  properties  or  facilities,
which may have occurred prior to WizardWorks  having taken  possession of any of
such  properties or facilities.  For the purposes of this  Agreement,  the terms
"disposal,"  "release,"  and  "threatened  release"  shall have the  definitions
assigned thereto by the Comprehensive  Environmental Response,  Compensation and
Liability Act of 1980, 42 U.S.C.  ss. 9601 et seq., as amended  ("CERCLA").  For
the purposes of this Agreement "Hazardous Materials" shall mean any petroleum or
petroleum products, radioactive materials,  asbestos-containing materials, radon
gas and any other  hazardous or toxic  substance,  material or waste which is or
becomes  prior to the  Closing  regulated  under,  or  defined  as a  "hazardous
substance," "pollutant," "contaminant," "toxic chemical," "hazardous materials,"
"toxic  substance"  or  "hazardous  chemical"  the  release of which  would be a
reportable event under any federal, state, foreign or local laws or regulations.

         (b) To the Best  Knowledge of  WizardWorks,  none of the  properties or
facilities  of  WizardWorks  is in violation of any federal,  state,  foreign or
local law,  ordinance,  regulation or order relating to industrial hygiene or to
the  environmental  conditions on, under or about such properties or facilities,
including, but not limited to, soil and ground water condition.  During the time
that  WizardWorks has owned or leased its respective  properties and facilities,
neither  WizardWorks nor any third party, has used,  generated,  manufactured or
stored on, under or about such  properties or facilities  or  transported  to or
from such properties or facilities any Hazardous Materials.

         (c) During the time that WizardWorks has owned or leased its properties
and  facilities,  there has been no  litigation  brought or  threatened  against
WizardWorks by, or any

                                      -28-


<PAGE>

settlement  reached  by  WizardWorks  with,  any party or parties  alleging  the
presence, disposal, release or threatened release of any Hazardous Materials, on
from or under any of such properties or facilities.

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

     3.27 Disclosure.  No  representation or warranty made by WizardWorks or any
of the Stockholders in this Agreement,  nor any document,  written  information,
statement, financial statement, certificate or exhibit prepared and furnished or
to be prepared and furnished by WizardWorks or any of the Stockholders or its or
his  respective  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.

     3.28  Restrictions  on  Business  Activities.  Except  as set  forth in the
Disclosure  Schedule,  there is no  agreement,  judgment,  injunction,  order or
decree binding upon  WizardWorks  or, as to any  Stockholder,  severally and not
jointly,  such  Stockholder that has or could reasonably be expected to have the
effect  of  prohibiting  or  materially   impairing  any  business  practice  of
WizardWorks,  any  acquisition  of  property  by  WizardWorks  or the conduct of
business by WizardWorks as currently conducted.

     3.29 Pooling Matters.  Neither WizardWorks nor any of its affiliates has to
the  Best  Knowledge  of  WizardWorks  and  based  upon  consultation  with  its
independent  auditors,  taken or agreed to take any action that (without  giving
effect to this  Agreement,  the  transactions  contemplated  hereby  or  actions
related  thereto,  or any action taken or agreed to be taken by it or any of its
affiliates)  would  affect  the  ability  of  GT to  account  for  the  business
combination to be effected by the Merger as a pooling of interests.  WizardWorks
has not failed to bring to the  attention  of GT any  actions or  agreements  or
understandings,  whether written or oral, to act that would be reasonably likely
to prevent GT from accounting for the Merger as "pooling of interests."

                                      -29-


<PAGE>

     3.30 Securities  Laws. (a) Each Stockholder  represents,  severally and not
jointly,  that the Shares being acquired by such  Stockholder are being acquired
for his own account  pursuant to this  Agreement and not for any other person or
entity,  and for  investment  only  and with no  intention  of  distributing  or
reselling  (and such  Stockholder  will not distribute or resell) such Shares or
any part thereof in any transaction that would be in violation of the securities
laws of the United States of America, or any state, without prejudice,  however,
to the  rights of each of the  Stockholders  at all  times to sell or  otherwise
dispose  of all or any  part  of the  Shares  under  an  effective  registration
statement or applicable exemption from registration under the Securities Act and
any  applicable  state  securities  law in  accordance  with  the  terms of this
Agreement.  Each Stockholder  represents,  severally and not jointly,  that such
Stockholder has no binding contract, undertaking,  agreement or arrangement with
any person to sell, transfer, or pledge to such person or anyone else the Shares
to be  received by such  Stockholder,  any  material  interest  therein,  or any
material part thereof,  and such  Stockholder has no present plans to enter into
any such contract, undertaking, agreement or arrangement.

         (b) Each Stockholder  represents,  severally and not jointly, that such
Stockholder is an accredited investor as that term is defined in Rule 501 of the
Securities  Act.  By  reason  of  such   Stockholder's   business  or  financial
experience,  he is a sophisticated  investor who has the capacity to protect his
interest in connection with the transactions contemplated hereunder and has both
appropriate  knowledge and experience with the current  business  operations and
prospects of GT and in financial and business  matters to evaluate  properly the
merits  and  risks  of the  Shares  and the  related  transactions  contemplated
hereunder.

         (c) Each Stockholder  represents,  severally and not jointly, that such
Stockholder  was not offered the Shares to be received by him by the publication
of any advertisement or any form of general  solicitation as referred to in Rule
502(c) of the Securities Act.

         (d) Each Stockholder  represents,  severally and not jointly, that such
Stockholder  has read this Agreement,  the  Transaction  Documents and all other
documents provided by GT in connection therewith and fully understands the terms
under which the Shares are being distributed to him.

         (e) GT has made available to each of the  Stockholders  the opportunity
to ask  questions  of and  receive  answers  from GT  concerning  the  terms and
conditions  under  which  Shares  will be  distributed  to him and to obtain any
additional  information  which GT possesses or can acquire without  unreasonable
effort or expense that is necessary to verify the accuracy of information

                                      -30-


<PAGE>

furnished in connection with this Agreement or in response to any request.

         (f) Each of the Stockholders  will not dispose of the Shares other than
in accordance  with the provisions of the Securities Act. When and if the Shares
may be disposed of without  registration under the Securities Act in reliance on
Rule 144,  such  disposition  may be made only in limited  amounts in accordance
with the terms and conditions of such Rule.

         (g) Each of the  Stockholders  agrees that, so long as required by law,
certificates  evidencing the Shares and any securities issued in exchange for or
in respect thereof shall bear a legend to the following effect:

            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
            BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS
            AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE
            AND  MAY NOT BE SOLD OR  OTHERWISE  DISPOSED  OF  EXCEPT
            PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER
            THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
            TO  AN  APPLICABLE   EXEMPTION  FROM  THE   REGISTRATION
            REQUIREMENTS OF THE ACT AND SUCH LAWS."

4.   REPRESENTATIONS AND WARRANTIES OF GT AND GT SUB

     Except as set forth in Schedule 3 hereto (the "GT Disclosure Schedule"), GT
and GT Sub hereby represent and warrant to WizardWorks that:

     4.1 Organization; Good Standing; Qualification and Power. Each of GT and GT
Sub is a corporation duly organized, validly existing and in good standing under
the laws of the state of its  incorporation,  has all requisite  corporate power
and  authority  to own,  lease and  operate its  properties  and to carry on its
business  as it is  presently  being  conducted,  and is  duly  qualified  to do
business and is in good standing in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such  qualification
necessary,  other than in such jurisdictions  where the failure so to qualify or
be in good  standing  would  not have a  Material  Adverse  Effect on GT and its
subsidiaries,  taken as a whole. The GT Disclosure Schedule sets forth a correct
and complete  list of each  jurisdiction  in which each of GT and GT Sub is duly
qualified and in good standing to do business.  GT has delivered to  WizardWorks
or its counsel  complete and correct  copies of the  certificate  or articles of
incorporation  and  bylaws of each of GT and GT Sub,  in each case as amended to
the date of this Agreement.

     4.2 Capital Structure.

                                      -31-


<PAGE>

         (a) Stock and Options.  The authorized  capital stock of GT consists of
150,000,000  shares of GT Common Stock and 5,000,000  shares of Preferred Stock,
$0.01 par value (the "GT Preferred  Stock").  As of the date hereof,  59,304,639
shares of Common  Stock are issued and  outstanding  and no shares of  Preferred
Stock are  issued  and  outstanding.  The GT  Disclosure  Schedule  sets forth a
description of the aggregate number of shares of GT Common Stock to be issued to
certain  other  parties  upon the  exercise  of  outstanding  stock  options and
warrants.  All outstanding  shares of GT Common Stock are validly issued,  fully
paid and nonassessable and are not subject to preemptive  rights. The Shares are
duly  authorized  and upon their  issuance in accordance  with the terms of this
Agreement,  the Shares will be validly issued, fully paid and non-assessable and
will be free and  clear of any  liens,  encumbrances  or  claims  of any kind by
others.

         (b) No Other Commitments. Except for the options and warrants disclosed
in  Section  4.2(a)  above,  there  are no  options,  warrants,  calls,  rights,
commitments,  conversion  rights or agreements of any character to which GT is a
party or by which GT is bound obligating GT to issue,  deliver or sell, or offer
to sell, or cause to be issued, delivered or sold or offer to sell any shares of
capital stock of GT or securities convertible into or exchangeable for shares of
capital stock of GT, or  obligating  GT to grant,  extend or enter into any such
option, warrant, call, right, commitment,  conversion right or agreement. Except
as disclosed in the GT Disclosure Schedule,  there are no voting trusts or other
agreements or  understandings  of which GT is a party with respect to the voting
of the capital stock of GT.

     4.3 Authority.

         (a) Corporate Action. Each of GT and GT Sub has all requisite corporate
power and authority to enter into this Agreement and to perform its  obligations
hereunder and to consummate the Merger and the other  transactions  contemplated
by this  Agreement  and the  Agreement of Merger.  The execution and delivery of
this Agreement, the Agreement of Merger by GT and GT Sub and the consummation by
GT and GT Sub of the Merger and the other transactions  contemplated  hereby and
thereby have been duly authorized by all necessary  corporate action on the part
of  each  of GT and GT  Sub.  This  Agreement,  the  Agreement  of  Merger,  the
Registration Rights Agreement and each of the Employment  Agreements to which GT
or GT Sub is a party have been duly  executed and delivered by GT and GT Sub and
are the valid and binding obligation of GT and GT Sub,  enforceable against them
in accordance with their 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.


                                      -32-


<PAGE>

         (b) No Conflict.  Neither the  execution,  delivery and  performance of
this Agreement,  the Agreement of Merger, the Registration Rights Agreements nor
the Employment Agreements, nor the consummation of the transactions contemplated
hereby or thereby nor  compliance  with the  provisions  hereof or thereof  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 properties or
assets  of GT or GT Sub  under,  any term,  condition  or  provision  of (x) the
certificate of  incorporation  or bylaws of GT or GT Sub, (y) any loan or credit
agreement,  note, bond, mortgage,  indenture, lease or other material agreement,
or (z) any judgment,  order, decree, statute, law, ordinance, rule or regulation
applicable to GT or GT Sub or their  respective  properties or assets other than
those that would not have a Material Adverse Effect.

         (c) Governmental Consents. No consent, approval, order or authorization
of, or  registration,  declaration  or filing with, any  Governmental  Entity is
required to be obtained by GT or GT Sub in  connection  with the  execution  and
delivery of this Agreement,  the Agreement of Merger,  the  Registration  Rights
Agreement or the Employment Agreements,  or the consummation of the transactions
contemplated  hereby or thereby,  except for: (i) the filing of the Agreement of
Merger with the  Secretary  of State of the State of  Delaware,  Minnesota,  and
appropriate  documents with the relevant authorities of other states in which GT
is qualified  to do  business;  (ii) such  filings,  authorizations,  orders and
approvals as may be required under foreign laws and federal and state securities
laws (all of which are listed in the GT  Disclosure  Schedule);  (iii) where the
failure to obtain such  consents,  approvals and the like,  would not prevent or
delay the  consummation  of the  Merger or  otherwise  prevent GT or GT Sub from
performing  its  obligations  under this Agreement and would not have a Material
Adverse Effect on GT and its subsidiaries, taken as a whole.

     4.4  Compliance  with  Applicable  Laws.  Except  as  disclosed  in  the GT
Disclosure  Schedule,  the  business of GT or GT Sub is not being  conducted  in
violation of any law, ordinance,  regulation,  rule or order of any Governmental
Entity where such violation  would have a Material  Adverse Effect on GT and its
subsidiaries,  taken  as a  whole.  Except  as  disclosed  in the GT  Disclosure
Schedule, GT or GT Sub has not been notified by any Governmental Entity that any
investigations  or review with respect to GT or GT Sub is pending or threatened,
nor  has any  Governmental  Entity  notified  GT or GT Sub of its  intention  to
conduct the same. Each of GT and GT Sub has all material Permits

                                      -33-


<PAGE>

from  Governmental  Entities  required to conduct its business being  conducted,
except for those whose  absence would not have a Material  Adverse  Effect on GT
and its  subsidiaries,  taken as a whole.  All of GT's Permits are in full force
and effect and no violations thereunder have been recorded.

     4.5 Litigation. Except as disclosed in the GT Disclosure Schedule, there is
no suit,  action,  arbitration,  demand,  claim or proceeding pending or, to the
best knowledge of GT (the "Best Knowledge of GT"),  threatened  against GT or GT
Sub;  nor is  there  any  judgment,  decree,  injunction,  rule or  order of any
Governmental  Entity or arbitrator  outstanding  against GT or GT Sub that,  (i)
individually or in the aggregate, could have a Material Adverse Effect on GT and
its  subsidiaries,  taken as a whole,  or (ii)  have an  adverse  effect  on the
ability  of GT or GT  Sub  to  perform  its  obligations  hereunder,  under  the
Agreement  of Merger,  the  Registration  Rights  Agreement  and the  Employment
Agreements  and  under  any  documents   contemplated   hereby  or  thereby.  No
injunction, writ, temporary restraining order, decree or order of any nature has
been  issued  by any court or other  Governmental  Entity  against  GT or GT Sub
purporting to enjoin or restrain the execution,  delivery or performance of this
Agreement,  the Agreement of Merger and each of the Employment Agreements or any
documents contemplated hereby or thereby. GT has delivered to WizardWorks or its
counsel  correct  and  complete  copies of all  correspondence  prepared  by its
counsel for GT's auditors in connection with the last three completed  audits of
GT's financial statements and any such correspondence since the date of the last
such audit.

     4.6 Absence of Certain  Changes or Events.  Except as  disclosed  in the GT
Disclosure Schedule,  since March 31, 1995, ("the GT Balance Sheet Date"), there
has  not  occurred  any  change  in  the  condition  (financial  or  otherwise),
properties, assets, liabilities,  business, operations, results of operations or
prospects of GT that could reasonably constitute a Material Adverse Effect.

     4.7 Fees and Expenses.  Neither GT nor GT Sub has 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.

     4.8 Disclosure.  No representation or warranty made by GT or GT Sub in this
Agreement,  nor  any  document,   written  information,   statement,   financial
statement,  certificate or exhibit  prepared and furnished or to be prepared and
furnished  by GT  or  GT  Sub  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

                                      -34-


<PAGE>

or  facts   contained   herein  or  therein  not  misleading  in  light  of  the
circumstances under which they were furnished.

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

     4.10 SEC Documents.  GT has furnished to WizardWorks and each Stockholder a
complete  copy of (i) GT's Annual  Report to  Stockholders  on Form 10-K for the
fiscal year ended December 31, 1995 (the "Annual  Report"),  (ii) GT's Quarterly
Report to  Stockholders  on Form 10-Q for the quarter ended March 31, 1996,  and
(iii) GT's Registration Statement (the "Registration  Statement") (including any
amendments or supplements  thereto) on Form S-1 (File No.  33-98448)  filed with
the Securities and Exchange  Commission,  together with the final  prospectus of
GT, dated December 14, 1995 included therein (the "Prospectus").  The Prospectus
and the Annual Report, at the respective time each such document was issued, (a)
complied as to form in all material  respects with the rules and  regulations of
the  Securities  and  Exchange  Commission  under  the  Securities  Act  and the
Securities  Exchange  Act of 1934,  as  amended,  respectively;  and (b) did not
contain any untrue  statement  of a material  fact or omit to state any 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.

5.   WIZARDWORKS AND STOCKHOLDERS' COVENANTS

     5.1 Advice of Changes.  During the period  from the date of this  Agreement
until the earlier of the Effective Time or the  termination of this Agreement in
accordance with its terms, WizardWorks and any of the Stockholders will promptly
advise GT in writing (a) of any event  occurring  subsequent to the date of this
Agreement that would render any  representation  or warranty of WizardWorks  and
any of the  Stockholders  contained in this  Agreement,  if made on or as of the
date of such  event  or the  Closing  Date,  untrue  or  inaccurate,  (b) of any
Material  Adverse Effect on WizardWorks  and (c) of any breach by WizardWorks of
any covenant or  agreement  contained in the  Transaction  Documents.  To ensure
compliance  with this Section 5.1,  WizardWorks  shall  deliver to GT as soon as
practicable  but in any event  within  thirty  (30)  days  after the end of each
monthly accounting period ending after the date of this Agreement and before the
earlier of the Closing Date or the  termination  of this Agreement in accordance
with its terms, an unaudited consolidated balance sheet, statement of operations
and statement of cash flows for

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<PAGE>

WizardWorks, which financial statements shall be prepared in the ordinary course
of business,  in accordance  with  WizardWorks'  books and records and generally
accepted  accounting  principles  and  shall  fairly  present  the  consolidated
financial  position of WizardWorks as of their  respective dates and the results
of WizardWorks' operations for the periods then ended.

     5.2  Maintenance  of  Business.  During  the  period  from the date of this
Agreement  until the earlier of the Effective  Time or the  termination  of this
Agreement  in  accordance  with its  terms,  WizardWorks  will use its  diligent
commercial  efforts to carry on and preserve its business and its  relationships
with customers, suppliers, employees and others in substantially the same manner
as it has prior to the date hereof.  If WizardWorks  or any of the  Stockholders
becomes  aware of any  deterioration  in the  relationship  with  any  customer,
supplier  or key  employee,  it will  promptly  bring  such  information  to the
attention  of GT in  writing  and will exert its best  efforts  to  restore  the
relationship.

     5.3 Conduct of Business.  During the period from the date of this Agreement
until the earlier of the Effective Time or the  termination of this Agreement in
accordance  with  its  terms,  WizardWorks  and  each of the  Stockholders  will
continue to conduct the  business  of  WizardWorks  and  maintain  its  business
relationships  in the ordinary and usual course and will not,  without the prior
written consent of GT:

         (a) borrow any money except for amounts  that are not in the  aggregate
material to the financial condition of WizardWorks;

         (b) enter into any material  transaction  not in the ordinary course of
its business;

         (c) encumber or permit to be encumbered any of its assets except in the
ordinary course of its business;

         (d)  dispose  of any of its  assets  except in the  ordinary  course of
business consistent with past practice;

         (e) enter into any material  lease or contract for the purchase or sale
or license of any property,  real or personal,  except in the ordinary course of
business consistent with past practice;

         (f) fail to maintain  its  equipment  and other  assets in good working
condition and repair in all material respects  according to the standards it has
maintained  to the date of this  Agreement,  subject  only to ordinary  wear and
tear;


                                      -36-


<PAGE>

         (g) pay (or make any oral or written  commitments or representations to
pay) any  bonus,  increased  salary or  special  remuneration  to any  director,
officer,  employee or consultant (except for normal salary increases  consistent
with past  practices not to exceed 10% per year and except  pursuant to existing
arrangements  previously disclosed to GT) or enter into or vary the terms of any
employment,  consulting  or severance  agreement  with any such person,  pay any
severance or termination  pay (other than payments made in accordance with plans
or agreements existing on the date hereof),  grant any stock option or issue any
restricted stock, or enter into or modify any agreement or Employee Benefit Plan
(except  as  required  by  applicable  law) or  increase  benefits  of the  type
described in Section 3.9;

         (h) change accounting methods;

         (i) amend or terminate any  contract,  agreement or license to which it
is a party  except those  amended or  terminated  in the ordinary  course of its
business, consistent with past practice, and which are not material in amount or
effect;

         (j) lend any amount to any person or entity,  other than  advances  for
travel and  expenses  which are  incurred  in the  ordinary  course of  business
consistent with past practice, not material in amount and documented by receipts
for the claimed amounts;

         (k)  waive or  release  any  right or claim  except  for the  waiver or
release of non-material  claims in the ordinary  course of business,  consistent
with past practice;

         (l) issue or sell any shares of its  capital  stock of any class or any
other  of  its  securities,  or  issue  or  create  any  warrants,  obligations,
subscriptions,  options,  convertible  securities or other  commitments to issue
shares of capital stock, or accelerate the vesting of any outstanding security;

         (m) split or combine the outstanding shares of its capital stock of any
class or enter into any  recapitalization  or agreement  affecting the number or
rights of  outstanding  shares of its capital  stock of any class  affecting any
other of its securities;

         (n) pay,  discharge or satisfy any claims,  liabilities  or obligations
(absolute, accrued, asserted or unasserted, contingent or otherwise), other than
the payment,  discharge or  satisfaction  in the ordinary course of business and
consistent  with past practice of liabilities  reflected or reserved  against in
the  Financial  Statements  or incurred in the  ordinary  course of business and
consistent with past practice;

                                      -37-


<PAGE>

         (o) merge, consolidate or reorganize with, or acquire any entity;

         (p) amend its Certificate of Incorporation or Bylaws;

         (q) license any  WizardWorks IP Rights except in the ordinary course of
business consistent with past practice;

         (r) agree to any audit assessment by any Tax authority;

         (s)  change  any  insurance  coverage  or  issue  any  certificates  of
insurance;

         (t) except as required  by law,  propose or agree to any changes to any
Employee  Benefit  Plan that would cause an increase in benefits  under any such
Employee  Benefit Plan (or the creation of new  benefits) or change any employee
coverage  which would cause an increase in the expense of  maintaining  any such
Plan; or

         (u) agree to do, or enter into negotiations with respect to, any of the
things described in the preceding clauses in this Section 5.3.

     5.4  WizardWorks  Affiliate  Agreements.  To ensure that the Merger will be
accounted for as a "pooling of interests," and to enable the parties' respective
tax  counsel  to  render  their  tax  opinions,   WizardWorks   Affiliates  have
concurrently signed and delivered to GT the WizardWorks Affiliates Agreements in
the form of Exhibit 5.4 (the "WizardWorks  Affiliate  Agreements") agreeing that
such persons will make no  disposition  of the Shares from the date hereof until
GT shall  have  publicly  released  its  first  report  of  quarterly  financial
statements that include the combined financial results of WizardWorks and GT for
a period of at least 30 days of  combined  operations,  and  agreeing to certain
other  restrictions as set forth in the  WizardWorks  Affiliate  Agreements.  An
"Affiliate" shall have the meaning referred to in Rule 145 promulgated under the
Securities Act.

     5.5 Regulatory  Approvals.  WizardWorks and each of the  Stockholders  will
promptly  execute  and  file,  or  join  in the  execution  and  filing,  of any
application  or other  document  that may be  necessary  in order to obtain  the
authorization,  approval or consent of any governmental  body,  federal,  state,
local or foreign,  which may be reasonably required,  or which GT may reasonably
request, in connection with the consummation of the transactions contemplated by
this  Agreement.  WizardWorks and each of the  Stockholders  will use their best
efforts to promptly obtain all such authorizations, approvals and consents.


                                      -38-


<PAGE>

     5.6 Necessary  Consents.  During the period from the date of this Agreement
until the earlier of the Effective Time or the  termination  of this  Agreement,
WizardWorks and each of the  Stockholders  will use their best efforts to obtain
such  written  consents  and take such  other  actions  as may be  necessary  or
appropriate  in  addition to those set forth in Section  5.4 to  facilitate  the
consummation of the transactions contemplated hereby and to allow GT to carry on
WizardWorks' business after the Effective Time.

     5.7  Access  to  Information.  During  the  period  from  the  date of this
Agreement  until the earlier of the Effective  Time or the  termination  of this
Agreement,   WizardWorks  and  each  of  the  Stockholders   will,   subject  to
restrictions contained in confidentiality agreements to which WizardWorks and GT
are  subject,  allow GT and its agents  reasonable  access to the files,  books,
records and offices of WizardWorks,  including,  without limitation, any and all
information  relating to WizardWorks'  Taxes,  commitments,  contracts,  leases,
licenses and real,  personal and  intangible  property and financial  condition.
WizardWorks  will cause  WizardWorks'  accountants  to cooperate with GT and its
agents in making available to GT all financial information reasonably requested,
including,   without  limitation,  the  right  to  examine  all  working  papers
pertaining  to all Tax returns and financial  statements  prepared or audited by
such accountants. GT shall keep such information confidential in accordance with
the  terms  of  the  confidentiality   letter  dated  March  23,  1996,  between
WizardWorks and GT.

     5.8 Satisfaction of Conditions  Precedent.  During the period from the date
of this Agreement  until the earlier of the Effective Time or the termination of
this  Agreement,  WizardWorks and each of the  Stockholders  will use their best
efforts to satisfy or cause to be satisfied all the  conditions  precedent  that
are set forth in Section 9, and  WizardWorks and each of the  Stockholders  will
use  their  best  efforts  to  cause  the  Merger  and  the  other  transactions
contemplated by this Agreement to be consummated.

     5.9 No Other Negotiations.  From and after the date of this Agreement until
the  earlier of the  Effective  Time or the  termination  of this  Agreement  in
accordance with its terms,  WizardWorks and each of the Stockholders  shall not,
directly  or  indirectly,   (a)  solicit,  initiate  discussions  or  engage  in
negotiations  with any  person  (whether  such  negotiations  are  initiated  by
WizardWorks  or any of the  Stockholders  or otherwise) or take any other action
intended  or designed to  facilitate  the efforts of any person,  other than GT,
relating to the possible  acquisition of WizardWorks  (whether by way of merger,
purchase of capital  stock,  purchase of assets or  otherwise)  or any  material
portion of its capital stock or assets (with any such efforts by any such

                                      -39-


<PAGE>

person, including a firm proposal to make such an acquisition, to be referred to
as "Acquisition  Proposal"),  (b) provide non-public information with respect to
WizardWorks  to any person,  other than GT, or (c) enter into an agreement  with
any person,  other than GT, providing for a possible  Acquisition  Proposal.  If
WizardWorks  or  any of the  Stockholders  receives  any  unsolicited  offer  or
proposal to enter negotiations relating to an Acquisition Proposal,  WizardWorks
shall immediately notify GT thereof, including information as to the identity of
the party making any such offer or proposal and the specific terms of such offer
or  proposal,  as the  case  may  be.  Notwithstanding  the  foregoing,  neither
WizardWorks nor the Stockholders shall have any continuing obligation under this
Section 5.9 subsequent to May 31, 1996.

6.   GT AND GT SUB COVENANTS

     6.1 Advice of Changes.  During the period  from the date of this  Agreement
until the earlier of the Effective Time or the  termination of this Agreement in
accordance with its terms, GT will promptly advise WizardWorks in writing (a) of
any event  occurring  subsequent to the date of this Agreement that would render
any  representation or warranty of GT or GT Sub contained in this Agreement,  if
made  on or as of the  date  of  such  event  or the  Closing  Date,  untrue  or
inaccurate in any material respect, (b) of any Material Adverse Effect on GT and
its subsidiaries, taken as a whole, and (c) of any breach by GT or GT Sub of any
covenant or agreement contained in this Agreement or the Agreement of Merger.

     6.2 Regulatory Approvals. GT will promptly execute and file, or join in the
execution and filing, of any application or other document that may be necessary
in order to obtain the  authorization,  approval or consent of any  governmental
body,  federal,  state,  local or foreign which may be reasonably  required,  or
which WizardWorks may reasonably request, in connection with the consummation of
the transactions contemplated by this Agreement. GT will use its best efforts to
promptly obtain all such authorizations, approvals and consents.

     6.3 Necessary Consents.  During the term of this Agreement, GT will use its
best efforts to obtain such written  consents and take such other actions as may
be  necessary  or  appropriate  in addition to those set forth in Section 6.4 to
facilitate the consummation of the transactions contemplated hereby.

     6.4  Satisfaction  of  Conditions  Precedent.   During  the  term  of  this
Agreement,  GT will use its best efforts to satisfy or cause to be satisfied all
the  conditions  precedent  that are set forth in Article 8, and GT will use its
best efforts to cause the

                                      -40-


<PAGE>

Merger  and  the  other  transactions  contemplated  by  this  Agreement  to  be
consummated.

     6.5  Outstanding  Indebtedness.  Within 30 days after the Closing  Date, GT
agrees to either (i) obtain the release of the personal  guarantees given by any
of the Stockholders as set forth on the WizardWorks Disclosure Schedule; or (ii)
repay the  obligations  of such  Stockholders  as set  forth on the  WizardWorks
Disclosure Schedule.

7.   CLOSING AND CLOSING DELIVERIES

     7.1 The Closing.  Subject to the  termination of this Agreement as provided
in Article 10 hereof, the consummation of the transactions  contemplated by this
Agreement  (the  "Closing")  will take place at the  offices  of Kramer,  Levin,
Naftalis & Frankel,  919 Third Avenue,  New York,  New York 10022,  on or before
June 24,  1996,  at a time to be  mutually  agreed upon by the  parties,  unless
another place,  time and date is mutually  selected by  WizardWorks  and GT (the
"Closing Date").  Concurrently with the Closing, the Agreement of Merger will be
filed in the offices of the  Secretary  of State of the States of  Delaware  and
Minnesota.

8.   CONDITIONS PRECEDENT TO OBLIGATIONS OF WIZARDWORKS AND THE STOCKHOLDERS

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

     8.1 Accuracy of Representations  and Warranties.  The  representations  and
warranties  of GT and GT Sub set  forth in  Article  4 (as  qualified  by the GT
Disclosure Schedule) shall be true and accurate in every material respect on and
as of the  Closing  Date with the same force and effect as if they had been made
at the Closing,  and  WizardWorks  shall  receive a  certificate  to such effect
executed by GT's Chief Executive Officer and Chief Financial Officer.

     8.2  Covenants.  Each of GT and GT Sub shall have performed and complied in
all material  respects with all of its covenants  required to be performed by it
under this  Agreement or the  Agreement of Merger on or before the Closing,  and
WizardWorks  shall  receive a  certificate  to such effect  signed by GT's Chief
Executive Officer and Chief Financial Officer.

     8.3  Absence of  Material  Adverse  Change.  There  shall not have been any
material adverse change in the condition (financial

                                      -41-


<PAGE>

or otherwise), properties, assets, liabilities, business, operations, results of
operations or prospects of GT and its subsidiaries, taken as a whole.

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

     8.5  Government  Consents.  There shall have been obtained on or before the
Closing such material permits or authorizations, and there shall have been taken
such other action, as may be required to consummate the Merger by any regulatory
authority having  jurisdiction  over the parties and the actions herein proposed
to be taken,  including but not limited to requirements under applicable federal
and state securities laws.

     8.6 Opinion of GT's Counsel.  WizardWorks  shall have received from Kramer,
Levin, Naftalis & Frankel,  counsel to GT, an opinion in the form of Exhibit 8.6
hereto.

     8.7 Board of Director and  Stockholder  Approvals.  The principal  terms of
this  Agreement and the Merger shall have been approved and adopted by the Board
of Directors of GT in accord- ance with  applicable law and GT's  Certificate of
Incorporation  and Bylaws.  The principal terms of this Agreement and the Merger
shall have been adopted by the Board of Directors of GT Sub and its stockholders
in accordance with applicable law and GT Sub's  Certificate of Incorporation and
Bylaws.

     8.8 No Legal Action. No temporary restraining order, preliminary injunction
or permanent injunction or other order preventing the consummation of the Merger
shall have been issued by any  Federal or state court and remain in effect,  nor
shall any proceeding seeking any of the foregoing be pending.

9.   CONDITIONS PRECEDENT TO OBLIGATIONS OF GT AND GT SUB

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

     9.1 Accuracy of Representations  and Warranties.  The  representations  and
warranties of WizardWorks  and each of the  Stockholders  set forth in Article 3
shall be true and  accurate in every  material  respect on and as of the Closing
Date with the same force and effect as if they had been made at the Closing, and
GT and GT Sub shall receive a certificate to such effect

                                      -42-


<PAGE>

executed by each of the Stockholders and  WizardWorks'  Chief Executive  Officer
and Chief Financial Officer.

     9.2  Covenants.  WizardWorks  and  each  of  the  Stockholders  shall  have
performed  and  complied  in all  material  respects  with  all of its  and  his
covenants  required to be  performed  by it or him under this  Agreement  or the
Agreement of Merger on or before the Closing,  and GT and GT Sub shall receive a
certificate to such effect signed by each of the  Stockholders  and WizardWorks'
Chief Executive Officer and Chief Financial Officer.

     9.3  Absence of  Material  Adverse  Change.  There  shall not have been any
material adverse change since the Balance Sheet Date in the condition (financial
or otherwise), properties, assets, liabilities, business, operations, results of
operations or prospects of WizardWorks.

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

     9.5  Government  Consents.  There shall have been obtained on or before the
Closing such material permits or authorizations, and there shall have been taken
such other action, as may be required to consummate the Merger by any regulatory
authority having  jurisdiction  over the parties and the actions herein proposed
to be taken,  including but not limited to requirements under applicable federal
and state securities laws.

     9.6 Opinion of WizardWorks' Counsel. GT and GT Sub shall have received from
Doherty,  Rumble & Butler Professional  Association,  counsel to WizardWorks and
each of the Stockholders, an opinion in the form of Exhibit 9.6 hereto.

     9.7  Documents.  GT and GT Sub shall have  received  all written  consents,
assignments,  waivers,  authorizations or other  certificates  reasonably deemed
necessary by GT's legal  counsel to provide for the  continuation  in full force
and effect of any and all material  contracts and leases of WizardWorks  and for
WizardWorks to consummate the transactions contemplated hereby.

     9.8 No Legal Action. No temporary restraining order, preliminary injunction
or permanent injunction or other order preventing the consummation of the Merger
shall have been issued by any  Federal or state court and remain in effect,  nor
shall any proceeding seeking any of the foregoing be pending.

     9.9  Registration  Rights  Agreement,   Employment   Agreement,   Invention
Agreement, Escrow Agreement and Noncompetition

                                      -43-


<PAGE>

Agreement. Each of Robert J. Armstrong and Paul D. Rinde shall have entered into
a Registration Rights Agreement, an Employment Agreement, an Invention Agreement
and a  Noncompetition  Agreement in the forms of Exhibits  9.9(a),  (b), (c) and
(d), the  representative  of the Stockholders  shall have entered into an Escrow
Agreement in the form of Exhibit 9.9(e) and the employees identified on Schedule
3.1 shall have each entered  into a  NonCompetition  Agreement  and an Invention
Agreement in the form satisfactory to GT.

     9.10  Bank  Debt.  As of the date of  Closing,  WizardWorks  shall  have no
indebtedness  to any bank or  financial  institution  other than as set forth in
Section 3.15 of the WizardWorks Disclosure Schedule.

     9.11 Pooling Opinion. Each of GT and GT Sub shall have received from Arthur
Andersen,  LLP, an opinion,  in form and substance  satisfactory to GT, that the
Merger will be treated as a "pooling of interests" for accounting purposes.

10.  TERMINATION OF AGREEMENT

     10.1 Termination. This Agreement may be terminated at any time prior to the
Effective  Time,  whether  before  or  after  approval  of  the  Merger  by  the
stockholders of WizardWorks:

         (a) by mutual agreement of WizardWorks and GT;

         (b) by either party, if all the conditions for Closing the Merger shall
not have been  satisfied  or waived on or before the Final Date (as such term is
hereinafter defined) other than as a result of a breach of this Agreement by the
terminating party; or

         (c) by either  party,  if a permanent  injunction or other order by any
Federal or state  court  which  would  make  illegal or  otherwise  restrain  or
prohibit  the  consummation  of the Merger shall have been issued and shall have
become final and nonappealable.

         (d) by WizardWorks or GT, (i) if any  representation  or warranty of GT
or Wizardworks,  respectively,  set forth in this Agreement shall be untrue when
made,  or (ii) upon a breach of any  covenant or  agreement on the part of GT or
WizardWorks, respectively, set forth in this Agreement, such that the conditions
set forth in Section 8.01 or 8.02,  or Section 9.01 or 9.02, as the case may be,
would not be satisfied (either (i) or (ii) above being a "Terminating  Breach"),
provided,  that, if such Terminating Breach is curable prior to June 24, 1996 by
WizardWorks  or GT, as the case may be,  through the exercise of its  reasonable
best efforts and for so long as WizardWorks or GT,

                                      -44-


<PAGE>

as the case may be, continues to exercise such reasonable best efforts,  neither
WizardWorks  nor GT,  respectively,  may  terminate  this  Agreement  under this
Section 10.1(d); or

         (e) by GT, if any  representation or warranty of WizardWorks shall have
become  untrue  such that the  condition  set forth in Section  9.1 would not be
satisfied, or by WizardWorks, if any representation or warranty of GT shall have
become  untrue  such that the  condition  set forth in Section  8.1 would not be
satisfied, in either case other than by reason of a Terminating Breach; or

         As used herein, the Final Date shall be June 30, 1996, except that if a
temporary,  preliminary or permanent injunction or other order by any Federal or
state court  which would  prohibit or  otherwise  restrain  consummation  of the
Merger shall have been issued and shall remain in effect on such date,  and such
injunction  shall not have become  final and  nonappealable,  either  party,  by
giving the other written notice thereof on or prior to such date, may extend the
time for  consummation of the Merger up to and including the earlier of the date
such  injunction  shall  become final and  non-appealable  or 45 days after such
date, so long as such party shall,  at its own expense,  use its best efforts to
have such injunction dissolved.

     10.2 Notice of Termination. Any termination of this Agreement under Section
10.1  above  will  be  effective  by  the  delivery  of  written  notice  of the
terminating party to the other party hereto.

     10.3  Effect  of  Termination.  In the  case  of any  termination  of  this
Agreement as provided in this Article 10, this Agreement  shall be of no further
force and effect  (except as provided in Article  12) and nothing  herein  shall
relieve any party from liability for any breach of this Agreement.

11.  INDEMNITY

     11.1 Survival; Indemnity. The representations and warranties of the parties
set forth in this  Agreement  shall  survive the date of the  Closing  until the
first  anniversary of the date of the Closing.  No party shall have any claim or
right of recovery for any breach of a representation  or warranty or covenant or
agreement  unless (x) written notice is given in good faith by that party to the
other party of the representation,  warranty,  covenant or agreement pursuant to
which  the  claim is made or right  of  recovery  is  sought,  setting  forth in
reasonable detail the specific breach of the representation,  warranty, covenant
or  agreement,  the amount of the claim being made and the basis for that amount
and (y) in the case of any representation,  warranty,  covenant or agreement for
which the last date of the

                                      -45-


<PAGE>

survival  thereof is specified in the preceding  sentence,  such notice is given
prior to such date.  After the  Closing,  the sole and  exclusive  remedy of any
party for any breach or  inaccuracy  of any  representation  or  warranty by the
other party or parties  shall be the  indemnities  contained in this Article 11,
which shall survive the Closing.

     11.2 Indemnification by the Stockholders. Each of the Stockholders, jointly
and severally, agree to indemnify GT and its officers, directors,  stockholders,
employees, affiliates, attorneys, accountants and agents (the "GT Parties"), and
hold them harmless from, any and all damages,  losses,  liabilities and expenses
(including,  without  limitation,   reasonable  expenses  of  investigation  and
reasonable  attorneys' fees and expenses in connection with any action,  suit or
proceeding  brought  against  the GT  Parties)  incurred  or  suffered by the GT
Parties arising out of any breach of any representation,  warranty,  covenant or
agreement  of  WizardWorks  or such  Stockholder  set  forth in this  Agreement.
Notwithstanding  the  foregoing,  (a) the  Stockholders  shall have no liability
under this Section 11.2 unless and until the  aggregate  amount of all claims by
the  GT  Parties  arising  out  of  one or  more  breaches  of  representations,
warranties,  covenants or agreements by WizardWorks  or any of the  Stockholders
exceed $100,000 in the aggregate, in which case the Stockholders shall be liable
for all  amounts  in  excess of  $100,000;  and (b) all  indemnification  claims
arising under this Section 11.2 shall be limited to $20,000,000.

     11.3  Indemnification  by GT.  GT  agrees  to  indemnify  the  Stockholders
against,  and to hold  the  Stockholders  harmless  from,  any and all  damages,
losses,  liabilities and expenses  (including,  without  limitation,  reasonable
expenses  of  investigation  and  reasonable  attorneys'  fees and  expenses  in
connection with any action, suit or proceeding brought against the Stockholders)
incurred  or  suffered  by the  Stockholders  arising  out of any  breach of any
representation,  warranty,  covenant or  agreement  of GT or GT Sub set forth in
this Agreement.  Notwithstanding  the foregoing,  (a) GT or GT Sub shall have no
liability  under this Section 11.3 unless and until the aggregate  amount of all
claims  by  the   Stockholders   arising   out  of  one  or  more   breaches  of
representations,  warranties,  covenants or  agreements  by GT or GT Sub exceeds
$100,000  in the  aggregate  in which case GT shall be liable for all amounts in
excess of  $100,000;  and (b) all  indemnification  claims  arising  under  this
Section 11.3 shall be limited to $20,000,000.

     11.4  Procedure for Claims  Involving  Litigation or Other  Proceedings.  A
party seeking  indemnification  under this Article 11 (an  "indemnified  party")
shall give prompt notice to the party from whom  indemnification  is sought (the
"indemnifying  party") of the assertion of any claim, or the commencement of any
action,

                                      -46-


<PAGE>

suit or proceeding,  in respect of which  indemnity may be sought  hereunder and
will give the  indemnifying  party such  information with respect thereto as the
indemnifying  party may reasonably  request,  but no failure to give such notice
shall relieve the indemnifying  party of any liability  hereunder (except to the
extent the  indemnifying  party has  suffered  actual  prejudice  thereby).  The
indemnifying party may, at its expense,  participate in or assume the defense of
any such action, suit or proceeding.  Notwithstanding  the indemnifying  party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified  party shall have the right to employ  separate  counsel  (including
local counsel),  and, subject to the final sentence of each of Sections 11.2 and
11.3 the  indemnifying  party shall bear the reasonable fees, costs and expenses
of such separate  counsel if (i) the use of counsel  chosen by the  indemnifying
party to  represent  the  indemnified  party would  present  such counsel with a
conflict  of  interest,  (ii) the  indemnifying  party  shall not have  employed
counsel  reasonably  satisfactory  to the  indemnified  party to  represent  the
indemnified  party within a reasonable  time after notice of the  institution of
such action or (iii) the  indemnifying  party shall  authorize  the  indemnified
party to employ  separate  counsel  at the  expense of the  indemnifying  party.
Whether or not the  indemnifying  party chooses to defend or prosecute any claim
involving a third  party,  all the  parties  shall  cooperate  in the defense or
prosecution  thereof and shall furnish such records,  information and testimony,
and  attend  such  conferences,  discovery  proceedings,  hearings,  trials  and
appeals,  as  may  be  reasonably   requested  in  connection   therewith.   The
indemnifying  party  shall  not be  liable  under  this  Section  11.4  for  any
settlement,   effected   without  its  consent,   which  consent  shall  not  be
unreasonably  withheld,  of any claim,  suit or  proceeding  in respect of which
indemnity may be sought hereunder.  An indemnifying  party will not, without the
prior written consent of the indemnified party,  settle or compromise or consent
to the entry of any judgment  with respect to any pending or  threatened  claim,
action,  suit or proceeding in respect of which  indemnification or contribution
may be sought  hereunder  (whether or not the indemnified  party is an actual or
potential party to such claim or action) unless such  settlement,  compromise or
consent  includes an  unconditional  release of the  indemnified  party from all
liability arising out of such claim,  action, suit or proceeding.  No settlement
which  involves  injunctive  relief or affects  the  indemnified  party shall be
settled by the  indemnifying  party  without  the prior  written  consent of the
indemnifying party, which consent shall not be unreasonably withheld.

12.  MISCELLANEOUS

     12.1 Governing Law. The laws of the State of New York  (irrespective of its
choice of law principles) will govern the

                                      -47-


<PAGE>

validity of this Agreement, the construction of its terms and the interpretation
and enforcement of the rights and duties of the parties hereto.  All actions and
proceedings relating directly or indirectly to this Agreement shall be litigated
in any state court or Federal court located in New York,  New York.  The parties
hereto  expressly  consent  to the  jurisdiction  of any such court and to venue
therein.

     12.2 Assignment;  Binding Upon Successors and Assigns. Neither party hereto
may assign any of its rights or obligations  hereunder without the prior written
consent of the other party hereto. This Agreement will be binding upon and inure
to the benefit of the parties  hereto and their  respective  successors,  heirs,
legatees, distributees and permitted assigns.

     12.3 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 intent 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 purposes of the void or unenforceable provision.

     12.4  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  will be 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.

     12.5 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.

     12.6 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.
The Agreement  may be amended by the parties  hereto at any time before or after
its approval by the  stockholders  of WizardWorks or GT as the stockholder of GT
Sub, but, after such approval, no amendment will be made which by

                                      -48-


<PAGE>

applicable law requires the further  approval of the  stockholder of WizardWorks
or GT as the stockholder of GT Sub without obtaining such further approval.

     12.7 Expenses. Each of WizardWorks and GT will bear its respective expenses
and legal fees incurred  with respect to this  Agreement,  and the  transactions
contemplated hereby.

     12.8  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 (or at such other address for a party as shall
be specified by like notice):

                        If to WizardWorks to:

                                    WizardWorks Group, Inc.
                                    3850 Annapolis Lane
                                    Suite 100
                                    Minneapolis, Minnesota 55447
                                    Attention:  Robert J. Armstrong
                                    Telecopier:  (612) 559-5126

                        With a copy to:

                                    Doherty, Rumble & Butler
                                    3500 Fifth Street Towers
                                    150 South Fifth Street
                                    Minneapolis, Minnesota 55402
                                    Attention:  Francis V. Vargas III
                                    Telecopier:  (612) 340-5584

                        And if to GT to:

                                    GT Interactive Software Corp.
                                    16 East 40th Street
                                    New York, New York  10016
                                    Attention:  Ron Chaimowitz
                                    Telecopier:  (212) 679-6850

                        With a copy to:

                                    Kramer, Levin, Naftalis & Frankel
                                    919 Third Avenue
                                    New York, New York  10022
                                    Attention:  David P. Levin
                                    Telecopier:  (212) 715-8000


                                      -49-


<PAGE>

                        If to GT Sub to:

                                    GT Acquisition Sub, Inc.
                                    16 East 40th Street
                                    New York, New York 10016
                                    Attention:  Ron Chaimowitz
                                    Telecopier:  (212) 679-6850

                        With a copy to:

                                    Kramer, Levin, Naftalis & Frankel
                                    919 Third Avenue
                                    New York, New York  10022
                                    Attention:  David P. Levin
                                    Telecopier:  (212) 715-8000

                        And if to the Stockholders to the respective address set
                        forth on Schedule 1 with a copy to:

                                    Doherty, Rumble & Butler
                                    3500 Fifth Street Towers
                                    150 South Fifth Street
                                    Minneapolis, Minnesota 55402
                                    Attention:  Francis V. Vargas III
                                    Telecopier:  (612) 340-5584

     All such  notices  and  other  communications  shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of a  telecopy,  when the  party  receiving  such  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.

     12.9  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.

     12.10 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 hereto. 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 and

                                      -50-


<PAGE>

their  status 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.

     12.11  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.

     12.12  Absence of Third Party  Beneficiary  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,  stockholder,  partner  or any  party  hereto or any other
person or entity unless  specifically  provided otherwise herein, and, expect as
so provided,  all provisions  hereof will be personal solely between the parties
to this Agreement.

     12.13 Public Announcement.  The parties shall cooperate with respect to any
public  announcement  relating  to the  transactions  contemplated  hereby;  and
neither  party will  issue any  public  statement  announcing  such  transaction
without  the prior  consent  of the  others,  except as such party in good faith
(based upon advise of counsel)  believes is required by law and following notice
to the other party.

     12.14  Entire  Agreement.  This  Agreement,  the  exhibits  hereto  and the
documents referred to herein and therein 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,  other than  confidentiality  letter  entered into
among the parties hereto,  dated March 23, 1996 which shall remain in full force
and effect.  The  express  terms  hereof  control  and  supersede  any course of
performance or usage of the trade inconsistent with any of the terms hereof.


                                      -51-


<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement and
Plan of Reorganization as of the date first above written.

GT INTERACTIVE SOFTWARE CORP.                WIZARDWORKS GROUP, INC.



By: /s/ RONALD CHAIMOWITZ                    By: /s/ ROBERT J. ARMSTRONG
    ---------------------                        -----------------------
   Name:   Ronald Chaimowitz                   Name:  Robert J. Armstrong
   Title:  President and Chief                 Title: President and Treasurer
           Executive Officer                 
                                  

GT ACQUISITION SUB, INC.                     THE STOCKHOLDERS:



By: /s/ RONALD CHAIMOWITZ                    By: /s/ ROBERT J. ARMSTRONG
    ---------------------                        -----------------------
   Name:   Ronald Chaimowitz                    Name: Robert J. Armstrong
   Title: President


                                             By: /s/ PAUL D. RINDE
                                                 -----------------------
                                                Name: Paul D. Rinde



                                             By: /s/ W. TERRY OLSON
                                                 -----------------------
                                                Name: W. Terry Olson

                                      -52-


<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

RECITALS    ................................................................ 1

1.  DEFINITIONS............................................................. 1

2.  PLAN OF REORGANIZATION.................................................. 6
    2.1    The Merger....................................................... 6
           (a)         Capital Stock of GT Sub.............................. 6
           (b)         Conversion of Shares................................. 7
    2.2    Effects of the Merger............................................ 7
    2.3    Reorganization................................................... 8
    2.4    Pooling of Interests............................................. 8
    2.5    Exchange of Certificates......................................... 8
           (a)         Surrender............................................ 8
           (b)         No Further Ownership Rights in WizardWorks
                       Common Stock......................................... 8
    2.6    Lost, Stolen or Destroyed Certificates........................... 8
    2.7    Escrow of Shares................................................. 9

3.  REPRESENTATIONS AND WARRANTIES OF WIZARDWORKS AND THE
    STOCKHOLDERS............................................................ 9
    3.1    Organization; Good Standing; Qualification and
           Power. .......................................................... 9
    3.2    Capital Structure................................................10
           (a)         Stock and Options....................................10
           (b)         Title to the WizardWorks Common Stock................10
           (c)         No Other Commitments.................................10
    3.3    Authority........................................................11
           (a)         Corporate Action.....................................11
           (b)         No Conflict..........................................11
           (c)         Governmental Consents................................12
    3.4    Financial Statements.............................................13
    3.5    Compliance with Applicable Laws..................................13
    3.6    Litigation.......................................................13
    3.7    Title to Properties.  ...........................................14
    3.8    Subsidiaries.....................................................14
    3.9    Employee Benefit Plans and Employment Matters....................14
    3.10   Absence of Undisclosed Liabilities...............................17
    3.11   Absence of Certain Changes or Events.............................18
    3.12   Agreements.......................................................19
    3.13   Trade Relations..................................................20
    3.14   No Defaults......................................................21
    3.15   Outstanding Borrowings...........................................21
    3.16   Taxes............................................................21
    3.17   Intellectual Property............................................23
    3.18   Products and Distribution........................................25
    3.19   Development Tools................................................26

                                       -i-


<PAGE>

    3.20   Inventory and Returns............................................26
    3.21   Receivables and Payables.........................................27
    3.22   Fees and Expenses................................................27
    3.23   Insurance........................................................27
    3.24   Ownership of Property............................................27
    3.25   Environmental Matters............................................28
    3.26   Interested Party Transactions....................................29
    3.27   Disclosure.......................................................29
    3.28   Restrictions on Business Activities..............................29
    3.29   Pooling Matters..................................................29
    3.30   Securities Laws..................................................30

4.  REPRESENTATIONS AND WARRANTIES OF GT AND GT SUB.........................31
    4.1    Organization; Good Standing; Qualification and
           Power............................................................31
    4.2    Capital Structure................................................31
           (a)         Stock and Options....................................32
           (b)         No Other Commitments.................................32
    4.3    Authority........................................................32
           (a)         Corporate Action.....................................32
           (b)         No Conflict..........................................33
           (c)         Governmental Consents................................33
    4.4    Compliance with Applicable Laws..................................33
    4.5    Litigation.......................................................34
    4.6    Absence of Certain Changes or Events.............................34
    4.7    Fees and Expenses................................................34
    4.8    Disclosure.......................................................34
    4.9    Restrictions on Business Activities..............................35
    4.10   SEC Documents....................................................35

5.  WIZARDWORKS AND STOCKHOLDERS' COVENANTS.................................35
    5.1    Advice of Changes................................................35
    5.2    Maintenance of Business..........................................36
    5.3    Conduct of Business..............................................36
    5.4    WizardWorks Affiliate Agreements.................................38
    5.5    Regulatory Approvals.............................................38
    5.6    Necessary Consents...............................................39
    5.7    Access to Information............................................39
    5.8    Satisfaction of Conditions Precedent.............................39
    5.9    No Other Negotiations............................................39

6.  GT AND GT SUB COVENANTS.................................................40
    6.1    Advice of Changes................................................40
    6.2    Regulatory Approvals.............................................40
    6.3    Necessary Consents...............................................40
    6.4    Satisfaction of Conditions Precedent.............................40
    6.5    Outstanding Indebtedness.........................................41

7.  CLOSING AND CLOSING DELIVERIES..........................................41
    7.1    The Closing......................................................41


                                      -ii-


<PAGE>

8.  CONDITIONS PRECEDENT TO OBLIGATIONS OF WIZARDWORKS AND
    THE STOCKHOLDERS........................................................41
    8.1    Accuracy of Representations and Warranties.......................41
    8.2    Covenants........................................................41
    8.3    Absence of Material Adverse Change...............................41
    8.4    Compliance with Law..............................................42
    8.5    Government Consents..............................................42
    8.6    Opinion of GT's Counsel..........................................42
    8.7    Board of Director and Stockholder Approvals......................42
    8.8    No Legal Action..................................................42

9.  CONDITIONS PRECEDENT TO OBLIGATIONS OF GT AND GT SUB....................42
    9.1    Accuracy of Representations and Warranties.......................42
    9.2    Covenants........................................................43
    9.3    Absence of Material Adverse Change...............................43
    9.4    Compliance with Law..............................................43
    9.5    Government Consents..............................................43
    9.6    Opinion of WizardWorks' Counsel..................................43
    9.7    Documents........................................................43
    9.8    No Legal Action..................................................43
    9.9    Registration Rights Agreement, Employment
           Agreement, Invention Agreement, Escrow Agreement
           and Noncompetition Agreement.....................................44
    9.10   Bank Debt........................................................44
    9.11   Pooling Opinion..................................................44

10. TERMINATION OF AGREEMENT................................................44
    10.1   Termination......................................................44
    10.2   Notice of Termination............................................45
    10.3   Effect of Termination............................................45

11. INDEMNITY...............................................................45
    11.1   Survival; Indemnity..............................................45
    11.2   Indemnification by the Stockholders..............................46
    11.3   Indemnification by GT............................................46
    11.4   Procedure for Claims Involving Litigation or
           Other Proceedings................................................46

12. MISCELLANEOUS...........................................................47
    12.1   Governing Law....................................................47
    12.2   Assignment; Binding Upon Successors and Assigns..................48
    12.3   Severability.....................................................48
    12.4   Counterparts.....................................................48
    12.5   Other Remedies...................................................48
    12.6   Amendment and Waivers............................................48
    12.7   Expenses.........................................................49
    12.8   Notices..........................................................49
    12.9   Construction of Agreement........................................51
    12.10  No Joint Venture.................................................51
    12.11  Further Assurances...............................................51
    12.12  Absence of Third Party Beneficiary Rights........................51

                                      -iii-


<PAGE>

    12.13  Public Announcement..............................................52
    12.14  Entire Agreement.................................................52


                                      -iv-