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Agreement and Plan of Contribution - Realty Information Group (Delaware) Inc., Realty Information Group Inc., Realty Information Group LP and Jamison Research Inc.

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                                                                  EXECUTION COPY




                       AGREEMENT AND PLAN OF CONTRIBUTION

                                  BY AND AMONG

                    REALTY INFORMATION GROUP (DELAWARE), INC.

                                       AND

                         REALTY INFORMATION GROUP, INC.

                                       AND

                         REALTY INFORMATION GROUP, L.P.

                                       AND

                             JAMISON RESEARCH, INC.

                                       AND

                   THE STOCKHOLDERS OF JAMISON RESEARCH, INC.


                             DATED FEBRUARY 17, 1998


<PAGE>



                                TABLE OF CONTENTS



ARTICLE I.

PLAN OF CONTRIBUTION...........................................................2
         1.1      THE CONTRIBUTION.............................................2
         1.2      CONSIDERATION................................................2
         1.3      POST-CLOSING ADJUSTMENT. ....................................3
         1.4      PLEDGED ASSETS...............................................4
         1.5      STOCKHOLDERS' REPRESENTATIVE.................................5
         1.6      ACCOUNTING TERMS.............................................6


ARTICLE II.

CLOSING........................................................................6
         2.1      LOCATION AND DATE............................................6
         2.2      DELIVERIES...................................................6


ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
STOCKHOLDERS...................................................................7
         3.1      DUE ORGANIZATION.............................................7
         3.2      AUTHORIZATION; VALIDITY......................................7
         3.3      NO CONFLICTS.................................................8
         3.4      CAPITAL STOCK OF THE COMPANY.................................8
         3.5      TRANSACTIONS IN CAPITAL STOCK; ACCOUNTING TREATMENT..........8
         3.6      SUBSIDIARIES STOCK...........................................9
         3.7      COMPLETE COPIES OF MATERIALS.................................9
         3.8      COMPANY FINANCIAL CONDITIONS.................................9
         3.9      FINANCIAL STATEMENTS........................................10
         3.10     LIABILITIES AND OBLIGATIONS.................................10
         3.11     BOOKS AND RECORDS...........................................11
         3.12     BANK ACCOUNTS; POWERS OF ATTORNEY...........................11
         3.13     ACCOUNTS AND NOTES RECEIVABLE...............................11
         3.14     PERMITS.....................................................12
         3.15     REAL PROPERTY...............................................12
         3.16     PERSONAL PROPERTY...........................................13
         3.17     INTELLECTUAL PROPERTY.......................................13
         3.18     SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS...15
         3.19     PREDECESSOR STATUS; ETC.....................................16


                                       i
<PAGE>



         3.20     INSURANCE...................................................16
         3.21     ENVIRONMENTAL MATTERS.......................................16
         3.22     LABOR AND EMPLOYMENT MATTERS................................17
         3.23     EMPLOYEE BENEFIT PLANS......................................18
         3.24     TAXES.......................................................19
         3.25     CONFORMITY WITH LAW; LITIGATION.............................21
         3.26     ABSENCE OF CLAIMS AGAINST COMPANY...........................22
         3.27     ABSENCE OF CHANGES..........................................22
         3.28     DISCLOSURE..................................................24
         3.29     SECURITIES REPRESENTATIONS..................................24
         3.30     NO KNOWLEDGE OF RIG PARTY BREACHES..........................24


ARTICLE IV.

 REPRESENTATIONS OF THE RIG PARTIES...........................................25
         4.1      DUE ORGANIZATION............................................25
         4.2      AUTHORIZATION; VALIDITY OF OBLIGATIONS......................25
         4.3      NO CONFLICTS................................................25
         4.4      CAPITALIZATION OF PARENT AND OWNERSHIP OF PARENT STOCK......26
         4.5      FINANCIAL STATEMENTS........................................26
         4.6      LIABILITIES AND OBLIGATIONS.................................27
         4.7      PERMITS.....................................................27
         4.8      INTELLECTUAL PROPERTY.......................................28
         4.9      ENVIRONMENTAL MATTERS.......................................29
         4.10     INSURANCE...................................................29
         4.11     TAXES.......................................................30
         4.12     CONFORMITY WITH LAW; LITIGATION.............................30
         4.13     ABSENCE OF CHANGES..........................................31
         4.14     NO KNOWLEDGE OF JAMISON BREACHES............................31


ARTICLE V.

COVENANTS.....................................................................31
         5.1      TAX MATTERS. ...............................................31
         5.2      EMPLOYEE BENEFIT PLANS......................................32
         5.3      RELATED PARTY AGREEMENTS....................................33
         5.4      COOPERATION.................................................33
         5.5      ACCESS TO INFORMATION; PUBLIC DISCLOSURE....................33
         5.6      CONDUCT OF BUSINESS PENDING CLOSING.........................34
         5.7      PROHIBITED ACTIVITIES.......................................34
         5.8      NOTIFICATION OF CERTAIN MATTERS.............................36


                                       ii
<PAGE>



         5.9      SALES OF PARENT COMMON STOCK; REGISTRATION RIGHTS. .........37
         5.10     IPO.........................................................37
         5.11     GUARANTEE...................................................37
         5.14     GUARANTEED LOAN.............................................38


ARTICLE VI.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE RIG PARTIES........................38
         6.1      REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS..38
         6.2      NO LITIGATION...............................................39
         6.3      NO MATERIAL ADVERSE CHANGE..................................39
         6.4      CONSENTS AND APPROVALS......................................39
         6.5      OPINION OF COUNSEL..........................................39
         6.6      COMPANY CHARTER DOCUMENTS...................................39
         6.7      OTHER AGREEMENTS............................................39
         6.8      DUE DILIGENCE REVIEW........................................39
         6.9      REGISTRATION STATEMENT......................................40
         6.10     IPO.........................................................40


ARTICLE VII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS
AND THE COMPANY...............................................................40
         7.1      REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS..40
         7.2      NO LITIGATION...............................................40
         7.3      CONSENTS AND APPROVALS......................................41
         7.4      OTHER AGREEMENTS............................................41
         7.5      REGISTRATION STATEMENT......................................41
         7.6      IPO.........................................................41
         7.7      OTHER TRANSACTIONS..........................................41
         7.8      LOAN ASSUMPTION.............................................41


ARTICLE VIII.

INDEMNIFICATION...............................................................42
         8.1      INDEMNIFICATION BY THE STOCKHOLDERS AND THE COMPANY.........42
         8.2      INDEMNIFICATION BY PARENT...................................42
         8.3      LIMITATION AND EXPIRATION...................................43
         8.4      INDEMNIFICATION PROCEDURES..................................44
         8.5      EFFECTIVENESS OF REPRESENTATIONS WARRANTIES. ...............46


                                      iii
<PAGE>



         8.6      REMEDIES....................................................46
         8.7      SET OFF.....................................................46
         8.8      SPECIAL TAX PROVISION.......................................46


ARTICLE IX.

NONCOMPETITION................................................................47
         9.1      PROHIBITED ACTIVITIES.......................................47
         9.2      CONFIDENTIALITY.............................................47
         9.3      DAMAGES.....................................................48
         9.4      REASONABLE RESTRAINT........................................48
         9.5      SEVERABILITY; REFORMATION...................................49
         9.6      INDEPENDENT COVENANT........................................49
         9.7      MATERIALITY.................................................49


ARTICLE X.

GENERAL.......................................................................49
         10.1     TERMINATION.................................................49
         10.2     EFFECT OF TERMINATION.......................................50
         10.3     SUCCESSORS AND ASSIGNS......................................51
         10.4     ENTIRE AGREEMENT; AMENDMENT; WAIVER.........................51
         10.5     COUNTERPARTS................................................51
         10.6     BROKERS AND AGENTS..........................................51
         10.7     EXPENSES....................................................51
         10.8     NOTICES.....................................................52
         10.9     GOVERNING LAW...............................................53
         10.10    SEVERABILITY................................................54
         10.11    ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS...................54
         10.12    MUTUAL DRAFTING.............................................54
         10.13    FURTHER REPRESENTATIONS.....................................54


                                       iv

<PAGE>


                       AGREEMENT AND PLAN OF CONTRIBUTION


         THIS AGREEMENT AND PLAN OF CONTRIBUTION  (the  "Agreement") is made and
entered into this 17th day of February,  1998,  by and among Realty  Information
Group (Delaware),  Inc., a Delaware corporation  ("Parent"),  Realty Information
Group, Inc. a Delaware corporation ("RIGINC"), Realty Information Group, L.P., a
Delaware limited partnership  ("RIGLP" and, together with Parent and RIGINC, the
"RIG  Parties")  and  Jamison  Research,   Inc.,  a  Georgia   corporation  (the
"Company"),  Henry D. Jamison,  IV and Leslie Lees Jamison (each a "Stockholder"
and  collectively,  the  "Stockholders"  and,  together  with the  Company,  the
"Jamison Parties").

                                   BACKGROUND

         A. Parent was incorporated on February 2, 1998 (the "Formation")  under
the  laws  of the  State  of  Delaware  for the  purpose  of  acquiring  certain
commercial real estate information businesses; and

         B. Parent intends to undertake an initial public offering of its common
stock (the "IPO") in March or April 1998 and in connection  therewith intends to
file a  Registration  Statement  on Form S-1 with the  Securities  and  Exchange
Commission promptly following the execution of this Agreement; and

         C. The  shareholders  of RIGINC  intend to  contribute  their shares of
capital  stock of RIGINC to Parent in exchange for Parent  shares in  connection
with the IPO (the "RIGINC Contribution");

         D. The limited partners of RIGLP intend to contribute their partnership
units of RIGLP to Parent in exchange for Parent  shares in  connection  with the
IPO (the "RIGLP  Contribution" and,  collectively with the RIGINC  Contribution,
the "RIG Contributions");

         E. The Stockholders are the owners of all of the issued and outstanding
shares (the "Shares") of the capital stock of the Company;

         F. The Stockholders,  the Company,  and Parent deem it advisable and in
their  respective best interests that the  Stockholders  contribute all of their
shares of capital  stock of the Company to Parent in exchange for Parent  shares
as set forth herein (the "Jamison Contribution");

         G. The  Formation,  the IPO,  the RIG  Contributions,  and the  Jamison
Contribution are being undertaken pursuant to an integrated transaction intended
to qualify  under  Section 351 of the Internal  Revenue Code of 1986, as amended
(the "Transaction"); and

         H. Prior to, in connection with or following the Transaction, the board
of  directors of RIGINC  intend to rename  RIGINC  formally as "RIG,  Inc." and,
immediately thereafter, the board of directors of Parent intend to rename Parent
formally as "Realty Information Group, Inc.";




<PAGE>



         NOW,   THEREFORE,   in   consideration  of  the  premises  and  of  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties hereto, intending to be legally bound, agree as follows:


                                   ARTICLE I.

                              PLAN OF CONTRIBUTION

         1.1 THE  CONTRIBUTION.  Upon the terms and  subject  to the  conditions
hereof,  at the Closing  (defined below),  the  Stockholders  will contribute to
Parent all of the Shares free and clear of all Liens (defined below) in exchange
for the  Consideration  specified  in  Section  1.2.  For the  purposes  of this
Agreement, "Lien" means any mortgage, security interest, pledge,  hypothecation,
assignment,  deposit  arrangement,  encumbrance,  lien (statutory or otherwise),
charge,  preference,  priority or other  security  agreement,  option,  warrant,
attachment, right of first refusal,  preemptive,  conversion, put, call or other
claim or right,  restriction  on transfer  (other than  restrictions  imposed by
federal and state securities  laws), or preferential  arrangement of any kind or
nature  whatsoever  (including  any  conditional  sale or other title  retention
agreement,  any financing lease involving substantially the same economic effect
as any of the  foregoing  and the filing of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction).

         1.2      CONSIDERATION.

                  (a) For purposes of this Agreement,  the "Consideration" shall
be Ten Million Dollars  ($10,000,000.00),  as adjusted  pursuant to Section 1.3.
The Consideration  shall be paid in shares of common stock of Parent,  par value
$0.01 (the "Parent Common  Stock"),  valued at the Share Price.  The Share Price
shall  be  either  (i)  the  price  at  which  the  underwriters  named  in  the
registration  statement  on Form S-1  covering  the  offer and sale of shares of
Parent  Common  Stock (the  "Registration  Statement")  in  connection  with the
Transaction and the IPO have agreed to purchase such shares,  or (ii) if no such
IPO is accomplished  by May 15, 1998,  such other price (or alternative  pricing
methodology) as the Stockholders' Representative (as defined in Section 1.5) and
the Parent may have  agreed to on or prior to May 25,  1998.  The Parent  Common
Stock  constituting  the  Consideration  shall be validly  issued,  fully  paid,
non-assessable  and, as of the Closing,  free and clear of all Liens (other than
liens  specifically  contemplated  herein).  Parent  Common  Stock  constituting
sixty-five  percent (65%) of the  Consideration  will be registered by Parent as
part  of the IPO for  immediate  resale  by the  Stockholders  (the  "Registered
Shares"),  twenty-five  percent  (25%)  of the  Consideration,  which  shall  be
Consideration  other than the Registered  Shares,  shall be restricted from sale
pursuant to Section 5.9 (the  "Restricted  Shares") and ten percent (10%) of the
Consideration,  which shall be Consideration  other than the Registered  Shares,
shall be pledged pursuant to Section 1.4 (the "Pledged Shares").

                  (b) The  Consideration  has been calculated based upon several
factors,  including the Company having a Net Worth (defined below) as of Closing
(the "Actual Net Worth") no less


                                       2

<PAGE>



than the Net Worth of the Company reflected on the Audited Financials,  which is
$(49,038) (the "Net Worth Target"). For purposes of this Agreement,  "Net Worth"
shall mean the total  shareholders'  equity  (deficit) as shown on the Company's
balance sheet in conformity with GAAP (defined below).

         1.3  POST-CLOSING  ADJUSTMENT.  The  Consideration  shall be subject to
adjustment after the Closing Date as specified in this Section 1.3:

                  (a)  Within  one  hundred  twenty  (120)  days  following  the
Closing,  Parent  shall  cause  Ernst & Young  LLP  (the  "Parent's  Independent
Auditors")  to audit  the  Company's  books to  determine  the Net  Worth of the
Company as of the  Closing  and the  accuracy  of the  information  set forth in
Section 3.8 (the "Post-Closing  Audit").  The parties acknowledge and agree that
for purposes of  determining  the  financial  performance  of the  Company,  all
financial  calculations  shall be done, except with the prior written consent of
Parent,  as provided in Section 3.8. The Stockholders  shall cooperate and shall
use their reasonable  efforts to cause the officers and employees of the Company
to cooperate  with Parent and Parent's  Independent  Auditors  after the Closing
Date in  furnishing  information,  documents,  evidence and other  assistance to
Parent's  Independent  Auditors to facilitate the completion of the Post-Closing
Audit  within  the  aforementioned  time  period.  In the  event  that  Parent's
Independent  Auditors  determine that the Net Worth of the Company as of Closing
was less than the Net Worth  Target,  Parent  shall  promptly  deliver a written
notice (the "Financial Adjustment Notice") to the Stockholders'  Representative,
as defined in Section 1.5, setting forth (i) the determination  made by Parent's
Independent  Auditors of the Net Worth of the Company,  (ii) the amount by which
the  Net  Worth  Target  exceeds  the  Net  Worth  determined  by  the  Parent's
Independent  Auditors (the "Proposed  Consideration  Adjustment")  and (iii) the
amount by which the  number of Shares  issued as  Consideration  would have been
reduced at Closing had the Consideration been reduced at Closing by the Proposed
Consideration Adjustment.

                  (b) The Stockholders'  Representative  shall have fifteen (15)
days from the receipt of the Financial Adjustment Notice to notify Parent if the
Stockholders  dispute  such  Financial  Adjustment  Notice.  If  Parent  has not
received  notice of such a dispute  within  such  15-day  period,  the  Proposed
Consideration  Adjustment shall be the Final Consideration Adjustment and Parent
shall be  entitled  to receive  from the  Stockholders  the Final  Consideration
Adjustment,  subject to the provisions of Section 8.7 hereof.  If, however,  the
Stockholders'  Representative  has delivered  notice of such a dispute to Parent
within such 15-day  period  (which  such  notice  shall state the  Stockholders'
calculation of Net Worth),  then Parent's  Independent  Auditors shall select an
independent  accounting  firm that has not represented any of the parties hereto
within the preceding two (2) years to review the Company's  books, the Financial
Adjustment  Notice  and the  notice of  dispute  (and  related  information)  to
determine the amount,  if any, of the Final  Consideration  Adjustment  (defined
below). Such independent accounting firm shall be confirmed by the Stockholders'
Representative  and Parent within three (3) days of its selection,  unless there
is an actual  conflict of interest.  The  independent  accounting  firm shall be
directed to consider  only those  agreements,  contracts,  commitments  or other
documents  (or  summaries  thereof)  that  were  either  (i)  delivered  or made
available to Parent's  Independent  Auditors in connection with the transactions
contemplated hereby, (ii) reviewed by


                                       3

<PAGE>



Parent's  Independent  Auditors during the course of the  Post-Closing  Audit or
(iii)  supplemental  information  supplied  by either  party to the  Independent
Accountant.  The independent accounting firm shall make its determination of the
Actual Net Worth and the amount by which the Net Worth Target exceeds the Actual
Net  Worth   determined  by  the   independent   accounting   firm  (the  "Final
Consideration  Adjustment"),  if any,  within thirty (30) days of its selection.
The determination of the independent  accounting firm shall be final and binding
on the parties hereto, and upon such determination,  Parent shall be entitled to
receive from the Stockholders the Final Consideration Adjustment, subject to the
provisions of Section 8.7 hereof.  The costs of the independent  accounting firm
shall be borne by the party  (either  the RIG Parties or the  Stockholders  as a
group) whose  determination  of the Net Worth as of the Closing was further from
the determination of the Actual Net Worth by the independent accounting firm, or
equally  by the  RIG  Parties  and  the  Stockholders  in  the  event  that  the
determination  by the  independent  accounting  firm is equidistant  between the
determination  of the  Net  Worth  by the  RIG  Parties  on one  hand,  and  the
Stockholders' calculation of Net Worth, on the other.

         1.4      PLEDGED ASSETS.

                  (a) As collateral security for the payment of any post-Closing
adjustment  to the Final  Consideration  Adjustment  under  Section  1.3, or any
indemnification  obligations of the  Stockholders  pursuant to Article VIII, the
Stockholders  shall,  and by execution  hereof do hereby,  transfer,  pledge and
assign to  Parent,  for the  benefit  of  Parent,  a  security  interest  in the
following assets (the "Pledged Assets"):

                           (i)  each   Stockholder's   Pledged  Shares  and  the
certificates  and  instruments,  if any,  representing  or evidencing  each such
Stockholder's Pledged Assets;

                           (ii)  all  securities  hereafter  delivered  to  such
Stockholder  with respect to or in substitution for such  Stockholder's  Pledged
Shares,  all  certificates  and  instruments  representing  or  evidencing  such
securities,  and all  non-cash  dividends  and other  property  (other than cash
dividends) at any time received,  receivable or otherwise distributed in respect
of or in  exchange  for any or all  thereof;  and in the event  any  Stockholder
receives any such property,  such Stockholder  shall hold such property in trust
for Parent and shall  immediately  deliver  such  property  to Parent to be held
hereunder as Pledged Assets; and

                           (iii) all  non-cash  proceeds of all of the foregoing
property  and  all  rights,  titles,   interests,   privileges  and  preferences
appertaining or incident to the foregoing property.

                  (b)  Each  certificate,  if any,  evidencing  a  Stockholder's
Pledged  Assets  issued  in his or her  name  in the  transactions  contemplated
hereby,  shall be  delivered  to Parent  directly by the  transfer  agent,  such
certificate  bearing  no  restrictive  or  cautionary  legend  other  than those
provided for by this  Agreement  or imprinted by the transfer  agent at Parent's
request.  Each Stockholder  shall, at the Closing,  deliver to Parent,  for each
such certificate, a stock power duly signed in blank by him or her.


                                       4
<PAGE>




                  (c) The Stockholders shall be entitled to retain cash proceeds
from,  and exercise any voting powers  incident to, the Pledged  Assets that are
not applied to satisfy any Final  Consideration  Adjustment  pursuant to Section
1.3 or any  indemnification  obligation of the Stockholders  pursuant to Article
VIII.

                  (d) The Pledged Assets shall be available to satisfy any Final
Consideration  Adjustment  pursuant  to  Section  1.3  and  any  indemnification
obligations of the Stockholders  pursuant to Article VIII until the date that is
one (1) year after the Closing (the "Release Date").  On the Release Date or the
first  business day  thereafter,  Parent shall return or cause to be returned to
the  Stockholders  the Pledged  Assets,  less Pledged Assets having an aggregate
value equal to the amount of (i) any pending claim for a post-Closing adjustment
to the  Consideration  under  Section 1.3 or any  settled or  finally-determined
claim for a post-Closing  adjustment to the Consideration under Section 1.3, and
(ii) any pending claim for indemnification  made by any Parent Indemnified Party
(as defined in Article  VIII),  or any settled or  finally-determined  claim for
indemnification  made by any  Parent  Indemnified  Party (as  defined in Article
VIII), which such Pledged Assets shall be transferred to Parent. For purposes of
clause (i) of the  preceding  sentence,  the Parent Common Stock held as Pledged
Assets  shall be valued at the Share  Price;  and for purposes of clause (ii) of
the preceding sentence,  the Parent Common Stock held as Pledged Assets shall be
valued at the average  Closing  Price of Parent  Common Stock on the twenty (20)
trading days immediately preceding the date of settlement or final determination
of such claim.  "Closing  Price" on any trading day shall mean the closing  sale
price of Parent Common Stock on NASDAQ (or such other principal quotation system
or national  securities exchange on which the Parent Common Stock is admitted to
trading or quoted or listed) or, if not  admitted to trading or quoted or listed
on any  quotation  system or national  securities  exchange,  the average of the
closing bid and asked prices of the Parent Common Stock on the  over-the-counter
market on the day in  question  as reported  by the  National  Quotation  Bureau
Incorporated,  or a similarly generally accepted reporting service, or if not so
available in such manner, as reasonably determined by an independent  accounting
firm  designated  by the  parties  that has not  represented  any of the parties
hereto, their affiliates,  successors or assigns at any time during the two-year
period immediately preceding the day in question.

         1.5      STOCKHOLDERS' REPRESENTATIVE.

                  (a) Each  holder of Company  Common  Stock,  by  signing  this
Agreement,  designates  Leslie Lees  Jamison,  or, in the event that Leslie Lees
Jamison  is  unable  or  unwilling  to  serve,  Henry D.  Jamison,  IV to be the
Stockholders'  Representative  for purposes of this Agreement.  The Stockholders
shall be bound by any and all actions taken by the Stockholders'  Representative
on their behalf.

                  (b) Parent shall be entitled to rely upon any communication or
writings given or executed by the Stockholders'  Representative.  All notices to
be sent to  Stockholders  pursuant to this  Agreement  may be  addressed  to the
Stockholders'  Representative  and any notice so sent shall be deemed  notice to
all of the Stockholders  hereunder.  The  Stockholders  hereby consent and agree
that


                                       5
<PAGE>



the Stockholders' Representative is authorized to accept notice on behalf of the
Stockholders pursuant hereto.

                  (c) The  Stockholders'  Representative is hereby appointed and
constituted the true and lawful attorney-in-fact of each Stockholder,  with full
power in his or her name and on his or her behalf to act  according to the terms
of  this   Agreement   in  the   absolute   discretion   of  the   Stockholders'
Representative;  and  in  general  to do all  things  and to  perform  all  acts
including,   without  limitation,   executing  and  delivering  all  agreements,
certificates,  receipts,  instructions and other instruments  contemplated by or
deemed  advisable in connection with this Agreement.  This power of attorney and
all authority  hereby  conferred is granted subject to the interest of the other
Stockholders  hereunder  and  in  consideration  of  the  mutual  covenants  and
agreements made herein,  and shall be irrevocable and shall not be terminated by
any act of any Stockholder,  by operation of law, whether by such  Stockholder's
death or any other event.

         1.6 ACCOUNTING TERMS.  Except as otherwise expressly provided herein or
in the  Schedules,  all  accounting  terms  used  in  this  Agreement  shall  be
interpreted, and all financial statements,  Schedules,  certificates and reports
as to financial matters required to be delivered hereunder shall be prepared, in
accordance with generally accepted accounting  principles ("GAAP")  consistently
applied.


                                  ARTICLE II.

                                    CLOSING

         2.1  LOCATION  AND  DATE.   The   consummation   of  the   transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of Wilmer,  Cutler & Pickering  on the date that the IPO is  scheduled to close,
providing that all conditions to Closing shall have been satisfied or waived, or
at such other time and date as Parent,  the  Company  and the  Stockholders  may
mutually  agree,  which date  shall be no later  than May 25,  1998 and shall be
referred to as the "Closing Date."

         2.2 DELIVERIES.  The Stockholders shall deliver to Parent the following
at the Closing: (a) stock certificates representing (i) the Shares,  accompanied
by stock powers duly executed in blank or duly executed instruments of transfer,
in each case with signatures guaranteed by a national bank or member firm of the
New York  Stock  Exchange,  and with all  necessary  stock  transfer  and  other
documentary  stamps  attached,  and any other  documents  that are  necessary to
transfer to Parent good and marketable title to the Shares free and clear of all
Liens, and (ii) all the issued and then  outstanding  shares of capital stock of
the  Company's  subsidiaries,   if  any,  free  and  clear  of  all  Liens;  (b)
resignations  as directors of such directors of the Company (other than Henry D.
Jamison,  IV) as Parent may request prior to the Closing Date; and (c) all other
documents, certificates, instruments or writings required to be delivered by the
Stockholders  or the  Company  at or  prior  to the  Closing  pursuant  to  this
Agreement or otherwise required in connection herewith.  Against delivery of the
Shares,   Parent  shall  deliver  to  the   Stockholders   at  the  Closing  the
Consideration free and clear of all


                                       6
<PAGE>



Liens (other than Liens  specifically  contemplated  herein) and all  documents,
certificates,  instruments or writings  required to be delivered by Parent at or
prior to the  Closing  pursuant  to this  Agreement  or  otherwise  required  in
connection herewith.

                                  ARTICLE III.

                     REPRESENTATIONS AND WARRANTIES OF THE
                          COMPANY AND THE STOCKHOLDERS

         To  induce  Parent to enter  into this  Agreement  and  consummate  the
transactions  contemplated  hereby,  each of the Company  and the  Stockholders,
jointly  and  severally,  represents  and  warrants  to Parent as  follows  (for
purposes of this Agreement,  the phrases  "knowledge of the Stockholders" or the
"Stockholders'  knowledge,"  or words of similar  import,  mean the knowledge of
Henry D. Jamison,  IV and Leslie Lees Jamison,  including facts of which either,
in the reasonably prudent exercise of his or her duties as an officer,  director
and/or stockholder of the Company, should be aware):

         3.1      DUE ORGANIZATION.

                  (a) The  Company  is a  corporation  duly  organized,  validly
existing  and is in good  standing  under  the laws of the  jurisdiction  of its
incorporation  and is duly  authorized  and  qualified to do business  under all
applicable  laws,  regulations,  ordinances and orders of public  authorities to
own, operate and lease its properties and to carry on its business in the places
and in the manner as now conducted.  Schedule  3.l(a) hereto  contains a list of
all  jurisdictions  in which  the  Company  is  authorized  or  qualified  to do
business.  The  Company is in good  standing  as a foreign  corporation  in each
jurisdiction in which it does business.

                  (b) The Company has  delivered  to Parent  true,  complete and
correct copies of the Articles of Incorporation and Bylaws of the Company.  Such
Articles  of  Incorporation  and  Bylaws  are  collectively  referred  to as the
"Company  Charter  Documents."  The Company is not in  violation  of any Company
Charter  Document.  The minute books of the Company have been made  available to
Parent (and at Closing  shall be delivered,  along with the  Company's  original
stock ledger and corporate  seal, to Parent) and are correct and,  except as set
forth in Schedule 3.1(b), complete in all material respects.

                  (c) Schedule  3.1(c)  contains a complete and accurate list of
the directors and officers of the Company.

         3.2 AUTHORIZATION;  VALIDITY.  The Company has all requisite  corporate
power and  authority to enter into and perform its  obligations  pursuant to the
terms of this Agreement.  The Company has the full legal right,  corporate power
and  authority to enter into this  Agreement and the  transactions  contemplated
hereby.  Each  Stockholder  has the full legal right and authority to enter into
this Agreement and perform the transactions  contemplated  hereby. The execution
and delivery


                                       7

<PAGE>



of this  Agreement  by the  Company  and the  performance  by the Company of the
transactions  contemplated  herein have been duly and validly  authorized by the
Board of Directors of the Company and the  Stockholders  and this  Agreement has
been  duly and  validly  authorized  by all  necessary  corporate  action.  This
Agreement  is a legal,  valid and  binding  obligation  of the  Company and each
Stockholder, enforceable in accordance with its terms.

         3.3 NO CONFLICTS.  Except as set forth on Schedule 3.3, the  execution,
delivery and performance of this Agreement, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms hereof will not:

                  (a) conflict  with, or result in a breach or violation of, any
of the Company Charter Documents;

                  (b) conflict with, or result in a default (or would constitute
a default but for any requirement of notice or lapse of time or both) under, any
document,  agreement or other instrument to which the Company or any Stockholder
is a party or by which the Company or any Stockholder is bound, or result in the
creation  or  imposition  of  any  lien,  charge  or  encumbrance  on any of the
Company's  properties pursuant to (i) any law or regulation to which the Company
or any Stockholder or any of their respective  property is subject,  or (ii) any
judgment,  order or decree to which the Company or any  Stockholder  is bound or
any of their respective property is subject;

                  (c) result in  termination  or any  impairment  of any permit,
license, franchise, contractual right or other authorization of the Company; or

                  (d) violate any law, order, judgment, rule, regulation, decree
or ordinance to which the Company or any  Stockholder is subject or by which the
Company or any Stockholder is bound.

         3.4 CAPITAL STOCK OF THE COMPANY.  The authorized  capital stock of the
Company  consists of 500,000 shares of common stock,  $0.10 par value,  of which
9,000 shares are issued and outstanding and no shares of preferred stock. All of
the issued and outstanding  shares of the capital stock of the Company have been
duly authorized and validly  issued,  are fully paid and  nonassessable  and are
owned of record and beneficially by the Stockholders in the amounts set forth in
Schedule  3.4 free and clear of all Liens.  All of the  issued  and  outstanding
shares of the  capital  stock of the  Company  were  offered,  issued,  sold and
delivered by the Company in  compliance  with all  applicable  state and federal
laws  concerning  the issuance of securities.  Further,  none of such shares was
issued in violation of any preemptive rights.  There are no voting agreements or
voting trusts with respect to any of the outstanding shares of the capital stock
of the Company.

         3.5 TRANSACTIONS IN CAPITAL STOCK; ACCOUNTING TREATMENT.  Except as set
forth on Schedule 3.5, no option,  warrant, call, subscription right, conversion
right or other  contract  or  commitment  of any kind  exists of any  character,
written or oral,  which may  obligate  the Company to issue,  sell or  otherwise
become  outstanding  any shares of capital stock.  The Company has no obligation
(contingent  or otherwise) to purchase,  redeem or otherwise  acquire any of its
equity


                                       8
<PAGE>



securities  or any  interests  therein  or to  pay  any  dividend  or  make  any
distribution in respect thereof. As a result of the Jamison Contribution, Parent
will be the record and beneficial owner of all outstanding  capital stock of the
Company and rights to acquire capital stock of the Company.

         3.6      SUBSIDIARIES STOCK

                  (a) Except as set forth on Schedule 3.6(a), the Company has no
subsidiaries.

                  (b) Except as set forth on Schedule  3.6(b),  the Company does
not  presently  own,  of  record  or  beneficially,   or  control,  directly  or
indirectly,  any capital stock, securities convertible into capital stock or any
other equity interest in any corporation, association or business entity, nor is
the  Company,  directly  or  indirectly,  a  participant  in any joint  venture,
partnership or other noncorporate entity.

         3.7 COMPLETE  COPIES OF MATERIALS.  The Company has delivered to Parent
true and  complete  copies  of each  agreement,  contract,  commitment  or other
document (or summaries thereof) that is referred to in the Schedules or that has
been requested by Parent,  except for certain contracts for which representative
samples only have been provided to Parent.

         3.8      COMPANY FINANCIAL CONDITIONS.

                  (a) The Net Worth  (deficit) of the Company as of December 31,
1997 is not less than the Net Worth Target.

                  (b) The Company's  revenues for the fiscal year ended December
31, 1997 were not less than $3,600,000.

                  (c) The Company's  earnings  before interest and taxes for the
fiscal year ended December 31, 1997 were not less than $20,000.

                  (d) The Company's Working Capital (Deficit) as of December 31,
1997 is not less than $(327,000).

                  (e) The sum of the Company's total  outstanding  long-term and
short-term  indebtedness  to  banks,  the  Stockholders,   and  other  financial
institutions  and creditors as of December 31, 1997 (in each case  including the
current  portions of such  indebtedness,  but excluding trade payables and other
ordinary course accounts payable) is no greater than $178,000.

                  (f) The  parties  acknowledge  and agree that for  purposes of
determining  the amounts in Sections 1.3 and 3.8: (i) the amount of any material
decrease  or  increase  in  intangible  assets  (including   without  limitation
goodwill,  franchises and intellectual  property) accounted for after the end of
Company's most recent fiscal year preceding the date hereof,  shall be excluded,
and (ii) the effect of changes to GAAP on or after January 1, 1998 shall also be
excluded.


                                       9
<PAGE>


         3.9  FINANCIAL  STATEMENTS.  Schedule 3.9 includes  true,  complete and
correct  copies of the Company's  audited  balance sheet as of December 31, 1997
(the end of its most recent  completed  fiscal year (the "Balance Sheet Date")),
and income  statement for the year ended  December 31, 1997  (collectively,  the
"Audited Financials"). As noted on the auditors' report accompanying the Audited
Financials,  the Audited  Financials  have been prepared in accordance with GAAP
consistently  applied.  The balance  sheet  included  in the Audited  Financials
presents fairly the financial  condition of the Company as of the date indicated
thereon,  and the income statement included in the Audited  Financials  presents
fairly the results of its operations for the periods  indicated  thereon.  Since
the dates of the Audited Financials,  there have been no material changes in the
Company's  accounting  policies other than as requested by Parent to conform the
Company's accounting policies to GAAP.

         3.10     LIABILITIES AND OBLIGATIONS.

                  (a) To the Stockholders'  knowledge, the Company is not liable
for or subject to any liabilities except for:

                           (i)  those  liabilities   reflected  on  the  Audited
Financials and Schedule 3.10(a) and not previously paid or discharged;

                           (ii) those liabilities arising in the ordinary course
of its business consistent with past practice under any contract,  commitment or
agreement  specifically  disclosed  on any  Schedule  to this  Agreement  or not
required  to be  disclosed  thereon  because of the term or amount  involved  or
otherwise; and

                           (iii) those  liabilities  incurred  since the Balance
Sheet Date in the ordinary
course of business  consistent  with past practice,  which  liabilities are not,
individually or in the aggregate, material.

                  (b) Where so requested by Parent, the Company has delivered to
Parent, in the case of those liabilities which are not fixed or are contested, a
reasonable estimate of the maximum amount which may be payable.

                  (c) Schedule  3.10(c)  includes a summary  description  of all
plans or  projects  presently  in effect  or  contemplated  by the  Stockholders
involving the opening of new operations, expansion of any existing operations or
the acquisition of any real property or existing  business,  to which management
of the Company has made any material expenditure in the two-year period prior to
the date of this  Agreement,  which if  pursued  by the  Company  would  require
additional material expenditures of capital.

                  (d) For purposes of this Section 3.10, the term  "liabilities"
shall include without limitation any direct or indirect liability, indebtedness,
guaranty,   endorsement,   claim,  loss,  damage,  deficiency,   cost,  expense,
obligation or responsibility, either accrued, absolute, contingent, mature,


                                       10
<PAGE>



unmature or otherwise and whether known or unknown, fixed or unfixed,  choate or
inchoate, liquidated or unliquidated, secured or unsecured.

         3.11 BOOKS AND RECORDS. The Company has made and kept books and records
and accounts,  which,  in reasonable  detail,  accurately and fairly reflect the
activities of the Company (except for omissions that are not, individually or in
aggregate, material). The Company has not engaged in any transaction, maintained
any bank account,  or used any  corporate  funds except for  transactions,  bank
accounts, and funds which have been and are reflected in its normally maintained
books and records.

         3.12 BANK  ACCOUNTS;  POWERS OF  ATTORNEY.  Schedule  3.12 sets forth a
complete and accurate list as of the date of this Agreement, of:

                  (a) the  name of  each  financial  institution  in  which  the
Company has any account or safe deposit box;

                  (b) the names in which the accounts or boxes are held;

                  (c) the type of account;

                  (d) the name of each person authorized to draw thereon or have
access thereto; and

                  (e) the name of each person, corporation, firm or other entity
holding  a  general  or  special  power  of  attorney  from  the  Company  and a
description of the terms of such power.

         3.13 ACCOUNTS AND NOTES RECEIVABLE. Schedule 3.13 sets forth a complete
and accurate list, as of a date not more than  forty-five (45) days prior to the
date  hereof,  of the accounts and notes  receivable  of the Company  (including
without   limitation   receivables  from  and  advances  to  employees  and  the
Stockholders),  which  includes an aging of all  accounts  and notes  receivable
showing  amounts due in 30-day aging  categories  (collectively,  the  "Accounts
Receivable").  All Accounts Receivable  represent valid obligations arising from
sales  actually made or services  actually  performed in the ordinary  course of
business.  Subject to reserves  shown on the Company's  books and records (which
reserves are adequate and calculated  consistent with past practice) each of the
Accounts  Receivable  is expected to be collected in full,  without any set-off,
within one hundred  twenty (120) days after the day on which it first became due
and payable. Except as set forth on Schedule 3.13, there is no material contest,
claim,  or right of set-off,  other than  rebates  and  returns in the  ordinary
course of business,  under any contract  with any obligor of a material  Account
Receivable relating to the amount or validity of such Account Receivable.

         3.14 PERMITS. To the Stockholders' knowledge, the Company owns or holds
all  licenses,   franchises,  permits  and  other  governmental  authorizations,
including without limitation permits, titles (including without limitation motor
vehicle titles and current registrations), fuel permits, licenses and


                                       11

<PAGE>



franchises  necessary  for the  continued  operation  of its  business  as it is
currently  being  conducted  (the  "Company  Permits").   To  the  Stockholders'
knowledge,  the Company Permits are valid,  and the Company has not received any
notice that any governmental authority intends to modify,  cancel,  terminate or
fail to renew any Company Permit. No present or former officer,  manager, member
or employee of the Company or any affiliate thereof, or any other person,  firm,
corporation  or other entity,  owns or has any  proprietary,  financial or other
interest  (direct or  indirect)  in any Company  Permits.  To the  Stockholders'
knowledge,  the  Company  has  conducted  and  is  conducting  its  business  in
compliance with the requirements,  standards,  criteria and conditions set forth
in the Company Permits and other applicable orders, approvals,  variances, rules
and  regulations  and is not in  violation  of  any of the  foregoing,  and  the
transactions  contemplated by this Agreement will not result in a default under,
or a breach or  violation  of, or  adversely  affect  the  rights  and  benefits
afforded to the Company, by any Company Permit.

         3.15     REAL PROPERTY.

                  (a) For purposes of this Agreement,  "Real Property" means all
interests  in  real  property  including,   without  limitation,   fee  estates,
leaseholds and subleaseholds,  purchase options, easements,  licenses, rights to
access,  and rights of way, and all  buildings and other  improvements  thereon,
owned  or  used  by  the  Company,   together  with  any  additions  thereto  or
replacements thereof.

                  (b)  Schedule   3.15(b)   contains  a  complete  and  accurate
description of all Real Property  (including  street address,  legal description
(where  known),  owner,  and Company's  use thereof)  and, to the  Stockholder's
knowledge,  any  claims,  liabilities,  security  interests,  mortgages,  liens,
pledges, conditions, charges, covenants, easements, restrictions, encroachments,
leases, or encumbrances of any nature thereon ("Encumbrances"). The Company does
not now own, nor has it ever owned,  Real Property.  The Real Property listed on
Schedule 3.15  includes all interests in real property  necessary to conduct the
business and operations of the Company.

                  (c)  All  oral  or  written   leases,   subleases,   licenses,
concession agreements or other use or occupancy agreements pursuant to which the
Company  leases from any other party any real  property,  including all material
amendments,  renewals,  extensions,  modifications  or supplements to any of the
foregoing or substitutions for any of the foregoing (collectively, the "Leases")
are valid and in full force and effect.  The Company  has  provided  Parent with
true  and  complete  copies  of all of the  Leases,  all  amendments,  renewals,
extensions,   modifications   or   supplements   thereto,   and   all   material
correspondence  received or sent by the Company related  thereto,  including all
correspondence  pursuant  to which any  party to any of the  Leases  declared  a
default  thereunder or provided notice of the exercise of any operation  granted
to  such  party  under  such  Lease.  The  Leases  and the  Company's  interests
thereunder are free of all Liens. Except as set forth on Schedule 3.15(c),  none
of the  Leases  requires  the  consent  or  approval  of any  party  thereto  in
connection with the consummation of the transactions contemplated hereby.


                                       12

<PAGE>


         3.16     PERSONAL PROPERTY.

                  (a) Schedule  3.16(a) sets forth a complete and accurate  list
of all  personal  property  included  on the  Audited  Financials  and all other
personal  property  owned or leased by the Company  with a current book value in
excess of $2,500 both (i) as of the Balance Sheet Date and (ii)  acquired  since
the Balance Sheet Date, including in each case true, complete and correct copies
of leases  for  material  equipment  and an  indication  as to which  assets are
currently  owned,  or were formerly  owned,  by any  Stockholder  or business or
personal affiliates of any Stockholder or of the Company.

                  (b) The Company currently owns or leases all personal property
necessary  to conduct the  business  and  operations  of the Company as they are
currently being conducted.

                  (c) To the Stockholders' knowledge, all of the property listed
on Schedule  3.16(a) is in good working order and  condition,  ordinary wear and
tear  excepted.  All leases set forth on Schedule  3.16(a) are in full force and
effect and constitute valid and binding  agreements of the Company.  The Company
is not in material  breach of any of the leases set forth on  Schedule  3.16(a).
All fixed assets used by the Company  that are material to the  operation of its
business are either owned by the Company or leased under an agreement  listed on
Schedule 3.16(a).

         3.17     INTELLECTUAL PROPERTY.

                  (a) The  Company  is the  true  and  lawful  owner  of,  or is
licensed  or  otherwise   possesses  legally  enforceable  rights  to  use,  the
registered  and  unregistered  Marks listed on Schedule  3.17(a).  Such schedule
lists (i) all of the Marks  registered in the United States Patent and Trademark
Office ("PTO") or the equivalent thereof in any state of the United States or in
any foreign country by the Company or any affiliate thereof, and (ii) all of the
unregistered  Marks,  that the Company now owns or uses in  connection  with its
business (collectively, the "Company Marks"). Except with respect to those Marks
shown as licensed on Schedule  3.17(a),  the Company owns all of the  registered
and  unregistered  trademarks,  service marks, and trade names that it uses. The
Marks  listed  on  Schedule  3.17(a)  will not  cease to be valid  rights of the
Company by reason of the execution,  delivery and  performance of this Agreement
or the consummation of the  transactions  contemplated  hereby.  For purposes of
this Section 3.17 and Section 4.8, the term "Marks" shall mean all right,  title
and interest in and to any United  States or foreign  trademarks,  service marks
and trade  names  now held by a party  hereto,  including  any  registration  or
application for  registration of any trademarks and services marks in the PTO or
the  equivalent  thereof  in any state of the  United  States or in any  foreign
country, as well as any unregistered marks used by a party hereto, and any trade
dress (including logos, designs, company names, business names, fictitious names
and other business  identifiers)  used by a party hereto in the United States or
any foreign country.

                  (b) The  Company  is the  true  and  lawful  owner  of,  or is
licensed or otherwise possesses legally enforceable rights to use, all rights in
the Patents  listed on Schedule  3.17(b)(i)  (the "Company  Patents") and in the
Copyright registrations listed on Schedule 3.17(b)(ii) (the "Company


                                       13
<PAGE>


Copyrights").  Such Patents and Copyrights constitute all of the Company Patents
and Company  Copyrights  that the  Company  now owns or is licensed to use.  The
Company  owns or is licensed to practice  under all Company  Patents and Company
Copyrights  that the Company now owns or uses in  connection  with its business.
For purposes of this Section 3.17 and Section 4.8, the term "Patent"  shall mean
any United States or foreign  patent to which a party hereto has title as of the
date of this  Agreement,  as well as any  application  for a  United  States  or
foreign  patent  made by a party  hereto;  the term  "Copyright"  shall mean any
United  States or foreign  copyright  owned by a party  hereto as of the date of
this Agreement,  including any registration of copyrights,  in the United States
Copyright Office or the equivalent thereof in any foreign county, as well as any
application  for a United  States or foreign  copyright  registration  made by a
party hereto.

                  (c) The  Company  is the  true  and  lawful  owner  of,  or is
licensed or otherwise possesses legally enforceable rights to use, all rights in
the trade secrets,  franchises, or similar rights (collectively,  "Company Other
Rights") listed on Schedule  3.17(c).  Those Company Other Rights constitute all
of the Company Other Rights that the Company now owns or is licensed to use. The
Company owns or is licensed to practice under all trade  secrets,  franchises or
similar rights that it owns, uses or practices under.

                  (d) For  purposes of this  Section  3.17,  the Company  Marks,
Company Patents,  Company  Copyrights,  and Company Other Rights are referred to
collectively  herein  as  the  "Company  Intellectual   Property."  The  Company
Intellectual Property owned by the Company is referred to herein collectively as
the  "Company  Owned  Intellectual  Property."  All other  Company  Intellectual
Property used by the Company is referred to herein  collectively as the "Company
Third Party Intellectual Property." Except as indicated on Schedule 3.17(d), the
Company has no  obligations  to compensate any person for the use of any Company
Intellectual Property.  Except as indicated on Schedule 3.17(d) or except in the
ordinary  course of  business,  the  Company  has not  granted to any person any
license,  option or other  rights to use in any manner any Company  Intellectual
Property, whether requiring the payment of royalties or not.

                  (e) The  Company  is not,  nor will it be as a  result  of the
execution and delivery of this Agreement or the  performance of its  obligations
hereunder,  in  violation  of any  Company  Third  Party  Intellectual  Property
license,  sublicense  or agreement  described in Schedule  3.17.  No claims with
respect to the  Company  Owned  Intellectual  Property  or Company  Third  Party
Intellectual  Property  are  currently  pending  or,  to  the  knowledge  of the
Stockholders are threatened by any person, nor, to the Stockholder's  knowledge,
do any grounds  for any claims  exist:  (i) to the effect that the  manufacture,
sale,  licensing or use of any product as now used, sold or licensed or proposed
for use,  sale or license by the Company  infringes  on any  copyright,  patent,
trademark,  service mark or trade secret; (ii) against the use by the Company of
any trademarks,  trade names, trade secrets,  copyrights,  patents,  technology,
know-how or computer  software  programs and applications  used in the Company's
business as currently conducted by the Company; (iii) challenging the ownership,
validity or effectiveness of any of the Company Owned  Intellectual  Property or
other trade secret  material to the Company;  or (iv)  challenging the Company's
license  or  legally  enforceable  right  to  use  of the  Company  Third  Party
Intellectual Property. To the Stockholders' knowledge, there is no


                                       14
<PAGE>



unauthorized use,  infringement or  misappropriation of any of the Company Owned
Intellectual  Property  by any third  party.  Except  as set  forth in  Schedule
3.17(e),  neither the Company nor any of its  subsidiaries  (x) has been sued or
charged in writing as a defendant in any claim, suit, action or proceeding which
involves a claim or  infringement  of trade  secrets,  any patents,  trademarks,
service marks,  or copyrights and which has not been finally  terminated or been
informed  or notified by any third party that the Company may be engaged in such
infringement or (y) has knowledge of any infringement liability with respect to,
or infringement  by, the Company or any of its subsidiaries of any trade secret,
patent, trademark, service mark, or copyright of another.

         3.18     SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS.

                  (a) To the Stockholders' knowledge,  Schedule 3.18(a) contains
a complete and accurate list of all contracts, commitments, leases, instruments,
agreements,  licenses  or  permits,  written or oral,  to which the Company is a
party or by which it or its properties are bound (including  without  limitation
joint venture or partnership agreements, contracts with any labor organizations,
employment  agreements,  consulting  agreements,  loan agreements,  indemnity or
guaranty agreements,  bonds, mortgages, options to purchase land, liens, pledges
or other security  agreements) (i) to which the Company and any affiliate of the
Company or any  officer,  director  or  stockholder  of the  Company are parties
("Related  Party  Agreements");  (ii)  that  may  give  rise to  obligations  or
liabilities  exceeding,  during the current term thereof,  $5,000, or (iii) that
may generate  revenues or income  exceeding,  during the current  term  thereof,
$5,000   (collectively   with  the  Related  Party  Agreements,   the  "Material
Contracts").  The Company has  delivered  to Parent  true,  complete and correct
copies  of the  Material  Contracts,  except  for  certain  contracts  for which
representative samples only have been provided to Parent.

                  (b) Except to the extent set forth on Schedule  3.18(b),to the
Stockholders'  knowledge,  (i) none of the  Company's  customers has canceled or
substantially  reduced or, to the  knowledge of the  Stockholders,  is currently
attempting or threatening to cancel or substantially  reduce, any purchases from
the Company,  (ii) none of the Company's suppliers has canceled or substantially
reduced or, to the  knowledge of the  Stockholders,  is currently  attempting to
cancel or  substantially  reduce,  the supply of  products  or  services  to the
Company,  (iii)  the  Company  has  complied  with  all of its  commitments  and
obligations  and is not in default under any of the Material  Contracts,  and no
notice of default has been received with respect to any thereof,  and (iv) other
than the Related Party Agreements, there are no Material Contracts that were not
negotiated at arm's length.  The Company has not received any material  customer
complaints  concerning its products and/or  services,  nor has it had any of its
products  returned by a purchaser  thereof  except for normal  warranty  returns
consistent  with past  history  and those  returns  that  would not  result in a
reversal of any material revenue.

                  (c) To the Stockholders'  knowledge,  each Material  Contract,
except  those  terminated  pursuant to Section  5.6, is valid and binding on the
Company  and is in full  force and  effect  and is not  subject  to any  default
thereunder by any party obligated to the Company pursuant  thereto.  The Company
will  obtain  prior to the  Closing  Date all  necessary  consents,  waivers and
approvals of


                                       15
<PAGE>


parties to any Material  Contracts  that are required in connection  with any of
the transactions contemplated hereby, or are required by any governmental agency
or other third party in order that any such Material  Contract  remain in effect
without  modification  after the  transactions  contemplated  hereby and without
giving rise to any right to termination, cancellation or acceleration or loss of
any right or benefit  ("Third  Party  Consents").  All Third Party  Consents are
listed on Schedule 3.18(c).

                  (d) The outstanding  balance on all loans or credit agreements
either (i) between  the Company and any person in which any of the  Stockholders
owns a material  interest,  or (ii) guaranteed by the Company for the benefit of
any Person in which any of the Stockholders  owns a material  interest,  are set
forth in Schedule 3.18(d).

         3.19 PREDECESSOR STATUS; ETC. Schedule 3.19 sets forth a listing of all
legal names,  trade names,  fictitious names or other names (including,  without
limitation,  any names of divisions or operations) of the Company and all of its
predecessor companies during the five-year period immediately preceding the date
hereof,  including  without  limitation  the names of any entities from whom the
Company has acquired  material assets.  During the five-year period  immediately
preceding  the date hereof,  the Company has  operated  only under the names set
forth  on  Schedule  3.19 in the  jurisdiction  or  jurisdictions  set  forth on
Schedule 3.19 and has not been a subsidiary  or division of another  corporation
or a part of an acquisition which was later rescinded.

         3.20 INSURANCE.  Schedule 3.20 sets forth a complete and accurate list,
as of the Balance Sheet Date, of all insurance  policies  carried by the Company
and all insurance loss runs or workmen's  compensation  claims  received for the
past two (2) policy years.  The Company has  delivered to Parent true,  complete
and correct copies of all current insurance  policies,  all of which are in full
force and effect.  All premiums  payable  under all such policies have been paid
and the Company is otherwise in full compliance with the terms of such policies.
Such policies of insurance are of the type and in amounts customarily carried by
persons conducting  businesses similar to that of the Company.  To the knowledge
of the Stockholders,  there have been no threatened terminations of, or material
premium increases with respect to, any of such policies.

         3.21     ENVIRONMENTAL MATTERS.

                  (a) Hazardous Material. To the Stockholders' knowledge,  other
than as set forth on  Schedule  3.21(a),  no  underground  storage  tanks and no
amount of any substance that has been designated by any  Governmental  Entity or
by applicable  federal,  state, local or other applicable law to be radioactive,
toxic, hazardous or otherwise a danger to health or the environment,  including,
without  limitation,  PCBs,  asbestos,  petroleum,   urea-formaldehyde  and  all
substances  listed  as  hazardous   substances  pursuant  to  the  Comprehensive
Environmental Response,  Compensation, and Liability Act of 1980, as amended, or
defined as a hazardous waste pursuant to the United States Resource Conservation
and Recovery Act of 1976, as amended,  and the regulations  promulgated pursuant
to said laws, but excluding office and janitorial  supplies  properly and safely
maintained (a "Hazardous  Material"),  are present in, on or under any property,
including the land and the improvements, ground water and surface water thereof,
that the Company has at any time owned,


                                       16
<PAGE>



operated,  occupied or leased. Schedule 3.21(a) identifies,  to the knowledge of
the  Stockholders,  all  underground  and  aboveground  storage  tanks,  and the
capacity,  age, and contents of such tanks,  located on Real  Property  owned or
leased by the Company.

                  (b)  Hazardous  Materials  Activities.  The  Company  has  not
transported, stored, used, manufactured, disposed of or released, or exposed its
employees or others to, Hazardous Materials in violation of any law in effect on
or before the Closing Date, nor has the Company disposed of, transported,  sold,
or  manufactured  any product  containing  a Hazardous  Material  (collectively,
"Company Hazardous Materials  Activities") in violation of any rule, regulation,
treaty or statute  promulgated by any Governmental  Entity in effect prior to or
as of the date hereof to prohibit,  regulate or control  Hazardous  Materials or
any Hazardous Material Activity.

                  (c)   Environmental   Liabilities.   No  action,   proceeding,
revocation  proceeding,  amendment  procedure,  writ,  injunction  or  claim  is
pending,  or to the knowledge of the  Stockholders,  threatened  concerning  any
Hazardous  Material or any Company Hazardous  Materials  Activity.  There are no
past or present  actions,  activities,  circumstances,  conditions,  events,  or
incidents  that  could  involve  the  Company  (or any  person or  entity  whose
liability  the Company has retained or assumed,  either by contract or operation
of law) in any  environmental  litigation,  or impose  upon the  Company (or any
person or entity whose liability the Company has retained or assumed,  either by
contract or operation of law) any  environmental  liability  including,  without
limitation, common law tort liability.

         3.22 LABOR AND  EMPLOYMENT  MATTERS.  With  respect to employees of and
service providers to the Company:

                  (a) the Company is and has been in  compliance in all material
respects  with  all  applicable  laws   respecting   employment  and  employment
practices,  terms and  conditions of employment  and wages and hours,  including
without limitation any such laws respecting employment discrimination,  workers'
compensation,  family and medical leave, the Immigration Reform and Control Act,
and occupational safety and health requirements,  and has not and is not engaged
in any unfair labor practice;

                  (b) there is not now,  nor within the past three (3) years has
there been, any unfair labor practice  complaint against the Company pending or,
to the Stockholders' knowledge,  threatened, before the National Labor Relations
Board or any other comparable authority;

                  (c) there is not now,  nor within the past three (3) years has
there been, any labor strike,  slowdown or stoppage  actually pending or, to the
Stockholders' knowledge, threatened, against or directly affecting the Company;

                  (d) to the Stockholders'  knowledge,  no labor  representation
organization  effort exists nor has there been any such activity within the past
three (3) years;


                                       17
<PAGE>



                  (e) no grievance or arbitration  proceeding  arising out of or
under  collective  bargaining  agreements  is pending and, to the  Stockholder's
knowledge, no claims therefor exist or have been threatened;

                  (f) the  employees  of the Company are not and have never been
represented  by any labor  union,  and no  collective  bargaining  agreement  is
binding and in force  against the Company or currently  being  negotiated by the
Company; and

                  (g) the Company and the  Stockholders  have a reasonable basis
for  believing  that  all  persons  classified  by the  Company  as  independent
contractors  do satisfy  and have  satisfied  the  requirements  of law to be so
classified, and the Company has fully and accurately reported their compensation
on IRS Forms 1099 when required to do so.

         3.23     EMPLOYEE BENEFIT PLANS.

                  (a)      Definitions.

                           (i)   "Benefit   Arrangement"   means   any   benefit
arrangement,   obligation,   custom,   or  practice,   whether  or  not  legally
enforceable,  to  provide  benefits,  other than  salary,  as  compensation  for
services  rendered,  to  present  or former  directors,  employees,  agents,  or
independent  contractors,  other  than any  obligation,  arrangement,  custom or
practice  that is an  Employee  Benefit  Plan,  including,  without  limitation,
employment    agreements,    severance   agreements,    executive   compensation
arrangements,  incentive  programs or  arrangements,  sick leave,  vacation pay,
severance  pay  policies,  plant  closing  benefits,   salary  continuation  for
disability,   consulting,   or   other   compensation   arrangements,   workers'
compensation,   retirement,  deferred  compensation,   bonus,  stock  option  or
purchase,   hospitalization,   medical   insurance,   life  insurance,   tuition
reimbursement or scholarship  programs,  any plans subject to Section 125 of the
Code, and any plans  providing  benefits or payments in the event of a change of
control, change in ownership, or sale of a substantial portion (including all or
substantially  all) of the assets of any  business or portion  thereof,  in each
case with respect to any present or former employees, directors, or agents.

                           (ii) "Company Benefit  Arrangement" means any Benefit
Arrangement  sponsored or maintained by the Company or with respect to which the
Company has or may have any liability (whether actual, contingent,  with respect
to any of its assets or  otherwise)  as of the Closing  Date,  in each case with
respect to any present or former directors, employees, or agents of the Company.

                           (iii) "Company  Plan" means,  as of the Closing Date,
any  Employee  Benefit  Plan for which the  Company  is the "plan  sponsor"  (as
defined in Section 3(16)(B) of ERISA) or any Employee Benefit Plan maintained by
the Company or to which the Company is obligated to make payments,  in each case
with respect to any present or former employees of the Company.


                                       18
<PAGE>



                           (iv) "Employee Benefit Plan" has the meaning given in
Section 3(3) of ERISA.

                           (v)  "ERISA"  means the  Employee  Retirement  Income
Security  Act of  1974,  as  amended,  and  all  regulations  and  rules  issued
thereunder, or any successor law.

                           (vi)  "ERISA   Affiliate"   means  any  person  that,
together  with the  Company,  would be or was at any  time  treated  as a single
employer  under Section 414 of the Code or Section 4001 of ERISA and any general
partnership of which the Company is or has been a general partner.

                  (b) Schedule  3.23(b) contains a complete and accurate list of
all Company Benefit Arrangements.  The Company does not now maintain, nor has it
ever maintained, any Company Plan.

                  (c) Schedule 3.23(c) hereto contains the most recent quarterly
listing of workers'  compensation claims and a schedule of workers' compensation
claims of the Company for the last three (3) fiscal years.

                  (d) Schedule 3.23(d) hereto sets forth an accurate list, as of
the date  hereof,  of all  employees  of the Company who earned in 1997,  or are
likely to earn in 1998, more than $75,000,  all officers and all directors,  and
lists all employment agreements with such employees,  officers and directors and
the rate of  compensation  (and the  portions  thereof  attributable  to salary,
bonus,  and other  compensation  respectively) of each such person as of (a) the
Balance Sheet Date and (b) the date hereof.

         3.24     TAXES.

                  (a) (i) Except as set forth on Schedule  3.24, the Company has
timely filed all Tax Returns due on or before the date hereof,  and all such Tax
Returns are true, correct, and complete in all respects.

                           (ii)  Except  as set  forth  on  Schedule  3.24,  the
Company has paid in full on a timely basis all Taxes owed by it,  whether or not
shown on any Tax Return.

                           (iii)  The  amount  of the  Company's  liability  for
unpaid  Taxes as of the  Balance  Sheet  Date did not  exceed  the amount of the
current  liability  accruals for Taxes  (excluding  reserves for deferred Taxes)
included  in the  amounts  shown on the  balance  sheet  comprising  the Audited
Financials,  and the amount of the Company's  liability for unpaid Taxes for all
periods or portions thereof ending on or before the Closing Date will not exceed
the amount of the current liability  accruals for Taxes (excluding  reserves for
deferred  Taxes) as such  accruals are reflected on the books and records of the
Company on the Closing Date.


                                       19
<PAGE>



                           (iv) Except as set forth on Schedule 3.24,  there are
no ongoing  examinations or claims against the Company for Taxes,  and no notice
of any audit,  examination,  or claim for Taxes,  whether pending or threatened,
has been received.

                           (v) The Company has a taxable  year ended on December
31, in each year commencing 1984.

                           (vi) The Company  currently  utilizes the cash method
of  accounting  for income Tax  purposes and such method of  accounting  has not
changed in the past 13 years. The Company has not agreed to, and is not and will
not be required to, make any  adjustments  under Code Section 481(a) as a result
of a change in accounting methods.

                           (vii) The Company has  withheld  and paid over to the
proper governmental
authorities all Taxes required to have been withheld and paid over, and complied
with all information  reporting and backup withholding  requirements,  including
maintenance of required records with respect thereto, in connection with amounts
paid to any employee, independent contractor, creditor, or other third party.

                           (viii)  Copies  of  (A)  any  Tax  examinations,  (B)
extensions of statutory
limitations for the collection or assessment of Taxes and (C) the Tax Returns of
the Company for the last fiscal year have been delivered to Parent.

                           (ix) There are (and as of  immediately  following the
Closing  there will be) no Liens on the  assets of the  Company  relating  to or
attributable to Taxes.

                           (x) To the Stockholder's knowledge, there is no basis
for the  assertion of any claim  relating or  attributable  to Taxes  which,  if
adversely  determined,  would result in any Lien on the assets of the Company or
otherwise have an adverse effect on the Company or its business.

                           (xi) None of the Company's assets are treated as "tax
exempt use property" within the meaning of Section 168(h) of the Code.

                           (xii) There are no  contracts,  agreements,  plans or
arrangements,  including but not limited to the  provisions  of this  Agreement,
covering any employee or former  employee of the Company that,  individually  or
collectively,  could give rise to the payment of any amount (or portion thereof)
that would not be deductible pursuant to Sections 280G, 404 or 162 of the Code.

                           (xiii)  The   Company   has  not  filed  any  consent
agreement  under Section 341(f) of the Code or agreed to have Section  341(f)(2)
of the Code apply to any  disposition  of a subsection  (f) asset (as defined in
Section 341(f)(4) of the Code) owned by the Company.


                                       20
<PAGE>



                           (xiv)  The  Company  is not,  and has not been at any
time, a party to a tax sharing, tax indemnity or tax allocation  agreement,  and
the  Company  has not  assumed  the tax  liability  of any  other  person  under
contract.

                           (xv)  The  Company  is not,  and has not  been at any
time, a "United States real property holding  corporation" within the meaning of
Section 897(c)(2) of the Code.

                           (xvi)  The  Company's  tax  basis in its  assets  for
purposes of determining its future amortization,  depreciation and other federal
income tax  deductions  is  accurately  reflected on the Company's tax books and
records.

                           (xvii)  The  Company  has  not  been a  member  of an
affiliated  group filing a  consolidated  federal income Tax Return and does not
have any  liability  for the Taxes of  another  person  under  Treas.  Reg.  ss.
1.1502-6  (or any  similar  provision  of state,  local or  foreign  law),  as a
transferee or successor, by contract or otherwise.

                  (b)      The Company has always been a C corporation.

                  (c)      For purposes of this Agreement:

                           (i) the term "Tax"  shall  include any tax or similar
governmental charge,  impost or levy (including without limitation income taxes,
franchise taxes,  transfer taxes or fees, sales taxes, use taxes, gross receipts
taxes,  value added taxes,  employment  taxes,  excise taxes,  ad valorem taxes,
property  taxes,  withholding  taxes,  payroll taxes,  minimum taxes or windfall
profit taxes) together with any related  penalties,  fines,  additions to tax or
interest  imposed by the United  States or any state,  county,  local or foreign
government or subdivision or agency thereof; and

                           (ii) the term  "Tax  Return"  shall  mean any  return
(including any information return), report, statement,  schedule,  notice, form,
estimate,  or  declaration  of estimated tax relating to or required to be filed
with  any   governmental   authority  in  connection  with  the   determination,
assessment, collection or payment of any Tax.

         3.25     CONFORMITY WITH LAW; LITIGATION.

                  (a)  To the  Stockholders'  knowledge,  the  Company  has  not
violated  any law or  regulation  or any order of any court or  federal,  state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality having jurisdiction over it.

                  (b) Except as set forth on Schedule 3.24, there are no claims,
actions, suits or proceedings, pending or, to the knowledge of the Stockholders,
threatened against or affecting the Company at law or in equity, or before or by
any federal,  state,  municipal or other  governmental  department,  commission,
board,  bureau,  agency or  instrumentality  having  jurisdiction over it and no
notice of any claim, action, suit or proceeding,  whether pending or threatened,
has been received.


                                       21
<PAGE>



There are no judgments,  orders,  injunctions,  decrees,  stipulations or awards
(whether rendered by a court or administrative agency or by arbitration) against
the Company or against any of its properties or business.

         3.26 ABSENCE OF CLAIMS AGAINST  COMPANY.  No Stockholder has any claims
against the Company.

         3.27 ABSENCE OF CHANGES.  Since the Balance Sheet Date, the Company has
conducted its business in the ordinary course and, except as contemplated herein
(including,  without limitation, as contemplated in Section 7.8) or as set forth
on Schedule 3.27, there has not been:

                  (a) any change, by itself or together with other changes, that
has  affected  adversely,  or is  likely  to  affect  adversely,  the  business,
operations,  affairs,  prospects,   properties,  assets,  profits  or  condition
(financial or otherwise) of the Company;

                  (b) any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the properties or business of the Company;

                  (c) any change in the authorized  capital of the Company or in
its outstanding securities or any change in its ownership interests or any grant
of any options, warrants, calls, conversion rights or commitments;

                  (d) any declaration or payment of any dividend or distribution
in respect of the capital stock, or any direct or indirect redemption,  purchase
or other acquisition of any of the capital stock of the Company;

                  (e) any increase in the compensation, bonus, sales commissions
or fee  arrangements  payable or to become  payable by the Company to any of its
officers directors,  Stockholders,  employees, consultants or agents, except for
ordinary and customary  bonuses and salary increases for employees in accordance
with past  practice,  nor has the  Company  entered  into or amended any Company
Benefit  Arrangement,  Company Plan,  employment,  severance or other  agreement
relating to compensation or fringe benefits;

                  (f) any work interruptions,  labor grievances or claims filed,
or any  similar  event  or  condition  of any  character,  materially  adversely
affecting the business or future prospects of the Company;

                  (g)  any  sale  or  transfer,  or any  agreement  to  sell  or
transfer, any material assets,  property or rights of the Company to any person,
including without limitation the Stockholders and their affiliates;

                  (h) any cancellation, or agreement to cancel, any indebtedness
or other  obligation  owing to the Company,  including  without  limitation  any
indebtedness or obligation of the


                                       22
<PAGE>



Stockholders and their  affiliates,  provided that the Company may negotiate and
adjust  bills in the course of good faith  disputes  with  customers in a manner
consistent with past practice;

                  (i)  any  plan,   agreement   or   arrangement   granting  any
preferential  rights to purchase  or acquire any  interest in any of the assets,
property  or rights of the  Company  or  requiring  consent  of any party to the
transfer and assignment of any such assets, property or rights;

                  (j) any  purchase or  acquisition  of, or  agreement,  plan or
arrangement  to purchase or acquire,  any property,  rights or assets outside of
the ordinary course of business of the Company;

                  (k)  any  waiver  of any  material  rights  or  claims  of the
Company;

                  (l) any  breach,  amendment  or  termination  of any  material
contract,  agreement,  license,  permit or other right to which the Company is a
party (x) by the Company or (y) to the  knowledge  of the  Stockholders,  by any
other party;

                  (m) any transaction by the Company outside the ordinary course
of business;

                  (n) any capital commitment by the Company, either individually
or in the aggregate, exceeding $25,000;

                  (o) any change in accounting  methods or practices  (including
any change in depreciation or amortization  policies or rates) by the Company or
the revaluation by the Company of any of its assets;

                  (p) any creation or assumption by the Company of any mortgage,
pledge,  security interest or lien or other encumbrance on any asset (other than
liens arising under existing lease financing arrangements which are not material
and liens for Taxes not yet due and payable);

                  (q) any entry into, amendment of, relinquishment,  termination
or non- renewal by the Company of any contract, lease transaction, commitment or
other right or obligation  requiring aggregate payments by the Company in excess
of $25,000;

                  (r) any loan by the Company to any person or entity, incurring
by the  Company,  of  any  indebtedness,  guaranteeing  by  the  Company  of any
indebtedness,  issuance  or  sale  of any  debt  securities  of the  Company  or
guaranteeing of any debt securities of others;

                  (s) the  commencement  or notice or, to the  knowledge  of the
Stockholders,  threat of commencement,  of any lawsuit or proceeding against, or
investigation of, the Company or any of its affairs;

                  (t) any  introduction  of any  promotional  offer,  including,
without  limitation,  discounted  and free  products or services or reduction of
standard pricing levels for the Company's


                                       23
<PAGE>


goods or services  with pricing that is less than 20% below the average  pricing
for comparable clients; or

                  (u)  negotiation or agreement by the Company or any officer or
employee thereof to do any of the things described in the preceding  clauses (a)
through  (t)  (other  than  negotiations  with  Parent  and its  representatives
regarding the transactions contemplated by this Agreement).

         3.28 DISCLOSURE. All written agreements, lists, schedules, instruments,
exhibits,  documents,  certificates,  reports,  statements  and  other  writings
furnished to Parent  pursuant hereto or in connection with this Agreement or the
transactions  contemplated  hereby, are and will be complete and accurate in all
material  respects.  No  representation  or warranty by the  Stockholders or the
Company contained in this Agreement,  in the Schedules attached hereto or in any
certificate  furnished or to be furnished by the  Stockholders or the Company to
Parent in connection  herewith or pursuant  hereto  contains or will contain any
untrue  statement of a material fact or omits or will omit to state any material
fact  necessary in order to make any statement  contained  herein or therein not
misleading.  There  is no  fact  known  to any  Stockholder  that  has  specific
application to such  Stockholder or the Company (other than general  economic or
industry  conditions) and that materially  adversely  affects or, as far as such
Stockholder can reasonably foresee,  materially threatens, the assets, business,
prospects, financial condition, or results of operations of the Company that has
not been set forth in this Agreement or any Schedule hereto.

         3.29  SECURITIES  REPRESENTATIONS.  Each  Stockholder is an "Accredited
Investor"  within the meaning of the federal  securities  laws. Each Stockholder
has either directly, and/or through the Company, obtained sufficient information
concerning RIGINC,  RIGLP, Parent and their business,  present and proposed,  to
have made an informed  investment  decision  concerning  this  Agreement and the
Transactions  contemplated  hereby,  and has had an adequate  opportunity to ask
questions and receive  answers to his or her  satisfaction  from the officers of
RIGINC,  RIGLP and Parent  concerning  the  business,  operations  and financial
condition of RIGINC,  RIGLP and Parent.  Each Stockholder has such knowledge and
experience in business and financial  matters as to be capable of evaluating the
merits  and  risks of an  investment  in  shares  of  Parent  Common  Stock  and
protecting its own interest in connection with the investment in such shares.

         3.30  NO  KNOWLEDGE  OF RIG  PARTY  BREACHES.  As of the  date  of this
Agreement,  the  Jamison  Parties  have no  knowledge  that any RIG  Party is in
material breach of its representations or warranties under this Agreement.


                                       24
<PAGE>




                                  ARTICLE IV.

                       REPRESENTATIONS OF THE RIG PARTIES

         For  purposes of this  Article IV,  "the RIG  Business"  shall mean the
business of RIGLP and RIGINC prior to the RIG Contributions, and the business of
Parent  from  and  after  the  RIG  Contributions  (but  excluding  the  Jamison
Contribution).  To induce the  Company and the  Stockholders  to enter into this
Agreement and consummate the transactions  contemplated  hereby, each of the RIG
Parties  represents and warrants to the Company and the  Stockholders as follows
(for purposes of this  Agreement  the phrases  "knowledge of the RIG Parties" or
"RIG  Parties'  knowledge,"  or words of similar  import,  mean the knowledge of
Andrew C. Florance and Michael R. Klein, including facts of which either, in the
reasonably  prudent  exercise  of his  duties  as an  officer,  director  and/or
beneficial owner of an interest in RIGINC and RIGLP, should be aware):

         4.1 DUE  ORGANIZATION.  Each of RIGINC and Parent is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  and is  duly  authorized  and  qualified  to do  business  under  all
applicable laws, regulations, ordinances and orders of public authorities and to
own, operate and lease its properties and to carry on its business in the places
and in the  manner  as now  conducted.  RIGLP is a limited  partnership  validly
existing  and in good  standing  under the laws of the state of Delaware  and is
duly  authorized  and  qualified  to do  business  under  all  applicable  laws,
regulations, ordinances and orders of public authorities and to own, operate and
lease its  properties  and to carry on its  business  in the  places  and in the
manner as now conducted. True, complete and correct copies of the Certificate of
Incorporation  and the Bylaws,  each as amended,  of Parent and RIGINC,  and the
Partnership Agreement of RIGLP, (collectively, the "RIG Charter Documents") have
been made  available to the Company.  No RIG Party is in violation of any of the
RIG Charter Documents.

         4.2 AUTHORIZATION; VALIDITY OF OBLIGATIONS. The representatives of each
of the RIG  Parties  executing  this  Agreement  have all  requisite  power  and
authority to enter into and bind such party to the terms of this Agreement. Each
of the RIG Parties has the full legal right,  power and  authority to enter into
this Agreement and perform the transactions  contemplated  hereby. The execution
and delivery of this Agreement by each of the RIG Parties and the performance by
each of the RIG Parties of the transactions  contemplated  herein have been duly
and validly  authorized by the Board of Directors or the General Partner of each
such  party,  and this  Agreement  has been duly and validly  authorized  by all
necessary  action.  This Agreement is a legal,  valid and binding  obligation of
each of the RIG Parties,  as the case may be, enforceable in accordance with its
terms.

         4.3 NO  CONFLICTS.  The  execution,  delivery and  performance  of this
Agreement,  the consummation of the transactions  herein contemplated hereby and
the fulfillment of the terms hereof will not:

                  (a) conflict  with,  or result in a breach or violation of the
RIG Charter Documents;


                                       25
<PAGE>




                  (b) subject to compliance with any agreements  between any RIG
Party and its lenders and as indicated in Schedule  4.3(b),  conflict  with,  or
result in a default  (or would  constitute  a default but for a  requirement  of
notice  or  lapse  of time or  both)  under  any  document,  agreement  or other
instrument  to which a RIG  Party is a  party,  or  result  in the  creation  or
imposition  of any lien,  charge or  encumbrance  on any  properties  of the RIG
Parties  pursuant to (i) any law or  regulation to which any RIG Party or any of
its property is subject, or (ii) any judgment,  order or decree to which any RIG
Party is bound or any of its property is subject;

                  (c) result in  termination  or any  impairment of any material
permit, license, franchise,  contractual right or other authorization of any RIG
Party; or

                  (d) violate any law, order, judgment, rule, regulation, decree
or  ordinance  to which any RIG Party is  subject,  or by which any RIG Party is
bound.

         4.4  CAPITALIZATION  OF PARENT AND OWNERSHIP OF PARENT STOCK. As of the
date of this Agreement:  (a) the authorized  capital stock of Parent consists of
6,000,000  shares of Common  Stock and no shares of Preferred  Stock;  (b) no of
Parent  Common  Stock and no shares of  Preferred  Stock were  outstanding;  (c)
1,023,030  shares of RIGINC  Common Stock and no shares of Preferred  Stock were
outstanding;  and (d) 2,030,497  general and limited  partnership units of RIGLP
were  outstand ing. All of the shares of Parent Common Stock to be issued to the
Stockholders in accordance herewith will be offered,  issued, sold and delivered
by Parent in compliance  with all applicable  state and federal laws  concerning
the  issuance  of  securities  and none of such  shares was or will be issued in
violation of the preemptive rights of any stockholder of Parent.

         4.5      FINANCIAL STATEMENTS.

                  (a) Schedule 4.5(a) includes true, complete and correct copies
of RIGLP's  audited  balance sheets as of December 31, 1995,  1996 and 1997, and
income  statements  for the  years  ended  December  31,  1995,  1996  and  1997
(collectively, the "RIGLP Audited Financials"). Except as noted on the auditors'
report accompanying the RIGLP Audited  Financials,  the RIGLP Audited Financials
have been prepared in accordance with GAAP  consistently  applied.  Each balance
sheet  included in the RIGLP Audited  Financials  presents  fairly the financial
condition  of RIGLP as of the date  indicated  thereon,  and each of the  income
statements  included in the RIGLP Audited Financials presents fairly the results
of its operations for the periods indicated thereon.  Since the date of the most
recent RIGLP Audited  Financials,  there has been no material changes in RIGLP's
accounting  policies  except  as  required  in  connection  with the IPO and the
Contributions.

                  (b) Schedule 4.5(b) includes true, complete and correct copies
of RIGINC's unaudited balance sheets as of December 31, 1995, 1996 and 1997, and
unaudited income statements for the years ended December 31, 1995, 1996 and 1997
(collectively,   the  "RIGINC  Unaudited  Financials").   The  RIGINC  Unaudited
Financials  have been  prepared in  accordance  with GAAP  consistently  applied
subject (i) to normal year-end audit adjustments, which individually or in the


                                       26
<PAGE>



aggregate will not be material and (ii) to the omission of footnote information.
Each balance sheet included in the RIGINC Unaudited  Financials  presents fairly
the financial condition of RIGINC as of the date indicated thereon,  and each of
the income  statements  included  in the RIGINC  Unaudited  Financials  presents
fairly the results of its operations for the periods  indicated  thereon.  Since
the date of the most  recent  RIGINC  Unaudited  Financials,  there  has been no
material  changes  in  RIGINC's   accounting  policies  except  as  required  in
connection with the IPO and the Contributions.

         4.6      LIABILITIES AND OBLIGATIONS.

                  (a) To the  knowledge of the RIG Parties,  the RIG Parties are
not liable for or subject to any liabilities except for:

                           (i)  those   liabilities   reflected   on   financial
statements and not previously paid or discharged;

                           (ii) those liabilities arising in the ordinary course
of their business  consistent with past practice under any contract,  commitment
or agreement  specifically  disclosed  on any Schedule to this  Agreement or not
required  to be  disclosed  thereon  because of the term or amount  involved  or
otherwise; and

                           (iii) those  liabilities  incurred since the December
31, 1997 in the ordinary
course of business  consistent  with past practice,  which  liabilities are not,
individually or in the aggregate, material.

                  (b) For purposes of this  Section 4.6, the term  "liabilities"
shall include without limitation any direct or indirect liability, indebtedness,
guaranty,   endorsement,   claim,  loss,  damage,  deficiency,   cost,  expense,
obligation or  responsibility,  either accrued,  absolute,  contingent,  mature,
unmature or otherwise and whether known or unknown, fixed or unfixed,  choate or
inchoate, liquidated or unliquidated, secured or unsecured.

         4.7 PERMITS.  To the knowledge of the RIG Parties,  the RIG Parties own
or hold all licenses, franchises, permits and other governmental authorizations,
including without limitation permits, titles (including without limitation motor
vehicle titles and current registrations), fuel permits, licenses and franchises
necessary  for the  continued  operation  of the RIG Business as it is currently
being conducted ( "RIG Permits").  To the knowledge of the RIG Parties,  the RIG
Permits are valid,  and the RIG Parties  have not  received  any notice that any
governmental authority intends to modify, cancel, terminate or fail to renew any
RIG Permit. No present or former officer, manager, member or employee of any RIG
Party or any affiliate thereof, or any other person, firm,  corporation or other
entity,  owns or has any  proprietary,  financial or other  interest  (direct or
indirect)  in any RIG  Permit.  To the  knowledge  of the RIG  Parties,  the RIG
Business has  conducted and is  conducting  its business in compliance  with the
requirements,  standards,  criteria and  conditions set forth in the RIG Permits
and other applicable orders, approvals,  variances, rules and regulations and is
not in violation of any of the foregoing,  and the transactions  contemplated by
this Agreement will not result in a default


                                       27
<PAGE>



under, or a breach or violation of, or adversely  affect the rights and benefits
afforded to the RIG Business, by any RIG Permit.

         4.8      INTELLECTUAL PROPERTY.

                  (a) One of the RIG Parties is the true and lawful owner of, or
is  licensed or  otherwise  possesses  legally  enforceable  rights to use,  the
registered  and  unregistered  Marks  (the "RIG  Marks")  necessary  for the RIG
Business as  currently  conducted.  Except with respect to those RIG Marks which
are licensed by one of the RIG Parties  from a third party,  the RIG Parties own
all of the  registered and  unregistered  trademarks,  service marks,  and trade
names used by the RIG Business.  The RIG Marks will not cease to be valid rights
of one of the RIG Parties by reason of the execution,  delivery and  performance
of this Agreement or the consummation of the transactions contemplated hereby.

                  (b) One of the RIG Parties is the true and lawful owner of, or
is licensed or otherwise possesses legally enforceable rights to use, all rights
in the  Patents  (the "RIG  Patents")  and  Copyrights  (the  "RIG  Copyrights")
necessary for the RIG Business as currently conducted.

                  (c) One of the RIG Parties is the true and lawful owner of, or
is licensed or otherwise  possesses legally enforceable rights to use, all other
rights in trade secrets, franchises or similar rights that are necessary for the
RIG Business as currently conducted (the "RIG Other Rights").

                  (d) For  purposes  of this  Section  4.8,  the RIG Marks,  RIG
Patents,   RIG  Copyrights,   and  RIG  Other  Rights  are  referred  to  herein
collectively as the "RIG Intellectual  Property." The RIG Intellectual  Property
owned  by the  RIG  Parties  is  referred  to as  the  "RIG  Owned  Intellectual
Property".  All other  RIG  Intellectual  Property  used by the RIG  Parties  is
referred to herein collectively as the "RIG Third Party Intellectual  Property."
Except as indicated on Schedule  4.8(d),  the RIG Parties have no obligations to
compensate any person for the use of any RIG  Intellectual  Property.  Except as
indicated on Schedule 4.8(d) or except in the ordinary  course of business,  the
RIG Parties have not granted to any person any  license,  option or other rights
to use in any  manner  any RIG  Intellectual  Property,  whether  requiring  the
payment of royalties or not.

                  (e) No RIG Party is, nor will any RIG Party be, as a result of
the  execution  and  delivery  of  this  Agreement  or  the  performance  of its
obligations hereunder, in violation of any material RIG Third Party Intellectual
Property  license,  sublicense or  agreement.  No claims with respect to the RIG
Owned  Intellectual  Property  or RIG  Third  Party  Intellectual  Property  are
currently  pending or, to the knowledge of the RIG Parties are threatened by any
person,  nor, to the knowledge of the RIG Parties, do any grounds for any claims
exist:  (i) to the effect that the  manufacture,  sale,  licensing or use of any
product as now used,  sold or licensed or proposed  for use,  sale or license by
any RIG Party  infringes on any copyright,  patent,  trademark,  service mark or
trade  secret;  (ii) against the use by any RIG Party of any  trademarks,  trade
names,  trade secrets,  copyrights,  patents,  technology,  know-how or computer
software programs and applications used in the RIG Business


                                       28
<PAGE>


as currently  conducted by the RIG Parties;  (iii)  challenging  the  ownership,
validity or effectiveness of any of the RIG Owned Intellectual Property or other
trade secret  material to the RIG Business;  or (iv)  challenging the license or
legally  enforceable  right of the RIG  Parties  to use of the RIG  Third  Party
Intellectual Property. No RIG Party (x) has been sued or charged in writing as a
defendant in any claim,  suit,  action or proceeding  which  involves a claim or
infringement  of trade  secrets,  any patents,  trademarks,  service  marks,  or
copyrights  and  which  has not been  finally  terminated  or been  informed  or
notified  by any  third  party  that  any  RIG  Party  may be  engaged  in  such
infringement or (y) has knowledge of any infringement liability with respect to,
or  infringement  by,  any RIG Party of any  trade  secret,  patent,  trademark,
service mark, or copyright of another.

         4.9      ENVIRONMENTAL MATTERS.

                  (a)  Hazardous  Material.  Other than as set forth on Schedule
4.9(a),  no  Hazardous  Materials  are  present  in, on or under  any  property,
including the land and the improvements, ground water and surface water thereof,
that any RIG Party has at any time owned, operated, occupied or leased. Schedule
4.9(a)  identifies,  to the knowledge of the RIG Parties,  all  underground  and
aboveground  storage tanks,  and the capacity,  age, and contents of such tanks,
located on real property owned or leased by any RIG Party.

                  (b) Hazardous Materials  Activities.  The RIG Business has not
transported, stored, used, manufactured, disposed of or released, or exposed its
employees or others to, Hazardous Materials in violation of any law in effect on
or before the Closing Date, nor has the RIG Business  disposed of,  transported,
sold, or manufactured any product containing a Hazardous Material (collectively,
"RIG  Hazardous  Materials  Activities")  in violation of any rule,  regulation,
treaty or statute  promulgated by any Governmental  Entity in effect prior to or
as of the date hereof to prohibit,  regulate or control  Hazardous  Materials or
any Hazardous Material Activity.

                  (c)   Environmental   Liabilities.   No  action,   proceeding,
revocation  proceeding,  amendment  procedure,  writ,  injunction  or  claim  is
pending,  or to the  knowledge of the RIG  Parties,  threatened  concerning  any
Hazardous Material or any RIG Hazardous Materials Activity. There are no past or
present actions,  activities,  circumstances,  conditions,  events, or incidents
that could involve the RIG Business (or any person or entity whose liability any
RIG Party has  retained or assumed,  either by contract or  operation of law) in
any environmental  litigation, or impose upon the RIG Business (or any person or
entity whose  liability  the RIG  Business  has  retained or assumed,  either by
contract or operation of law) any  environmental  liability  including,  without
limitation, common law tort liability.

         4.10  INSURANCE.  The RIG  Business  is the  beneficiary  of  insurance
policies of the type and in amounts  customarily  carried by persons  conducting
businesses  similar to that of the RIG  Business.  To the  knowledge  of the RIG
Parties,  there have been no  threatened  terminations  of, or material  premium
increases with respect to, any of such policies.  All premiums payable under all
such  policies  have  been  paid  and  the RIG  Business  is  otherwise  in full
compliance with the terms of such policies.


                                       29
<PAGE>


         4.11     TAXES.

                  (a) The RIG Parties  have timely  filed all Tax Returns due on
or before the Closing  Date,  and all such Tax Returns  are true,  correct,  and
complete in all respects.

                  (b) The RIG  Parties  have paid in full on a timely  basis all
Taxes owed by such Parties whether or not shown on any Tax Return.

                  (c) The amount of RIGLP's liability for unpaid Taxes as of the
Balance Sheet Date did not exceed the amount of the current  liability  accruals
for Taxes  (excluding  reserves for deferred  Taxes) shown on the RIGLP  Audited
Financials, and the amount of RIGLP's liability for unpaid Taxes for all periods
or portions  thereof  ending on or before the  Closing  Date will not exceed the
amount of the current  liability  accruals  for Taxes  (excluding  reserves  for
deferred Taxes) as such accruals are reflected on the books and records of RIGLP
on the Closing Date.

                  (d)  RIGLP  has   withheld   and  paid  over  to  the   proper
governmental authorities all Taxes required to have been withheld and paid over,
and complied with all information reporting and backup withholding requirements,
including  maintenance of required records with respect  thereto,  in connection
with amounts paid to any employee,  independent  contractor,  creditor, or other
third party.

                  (e) There are (and as of  immediately  following  the  Closing
there will be) no Liens on the assets of RIGLP  relating to or  attributable  to
Taxes.

                  (f) Except as set forth on Schedule 4.11, there are no ongoing
examinations  or claims against any of the RIG Parties for Taxes,  and no notice
of any audit,  examination,  or claim for Taxes,  whether pending or threatened,
has been received.

                  (g) To the knowledge of the RIG Parties, there is no basis for
the assertion of any claim relating or attributable to Taxes which, if adversely
determined,  would  result  in any Lien on the  assets  of the RIG  Business  or
otherwise have an adverse effect on the RIG Business.

         4.12     CONFORMITY WITH LAW; LITIGATION.

                  (a) To the  knowledge  of the RIG  Parties,  no RIG  Party has
violated  any law or  regulation  or any order of any court or  federal,  state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality having jurisdiction over it.

                  (b)  Except as set  forth on  Schedule  4.12(b),  there are no
claims,  actions, suits or proceedings,  pending or, to the knowledge of the RIG
Parties,  threatened  against or affecting any RIG Party at law or in equity, or
before or by any federal,  state,  municipal or other  governmental  department,
commission, board, bureau, agency or instrumentality having jurisdiction over it
and no


                                       30
<PAGE>


notice of any claim, action, suit or proceeding,  whether pending or threatened,
has  been  received.  There  are no  judgments,  orders,  injunctions,  decrees,
stipulations or awards (whether rendered by a court or administrative  agency or
by  arbitration)  against  any RIG Party or against any of their  properties  or
business.

         4.13  ABSENCE OF CHANGES.  Since the date of the RIG Interim  Financial
Statements,  the RIG  Business has been  conducted  in the ordinary  course and,
except as  contemplated  herein or as set forth on Schedule 4.13,  there has not
been any change,  by itself or together  with other  changes,  that has affected
adversely, or is likely to affect adversely, the business, operations,  affairs,
prospects,  properties, assets, profits or condition (financial or otherwise) of
the RIG Business.

         4.14  NO  KNOWLEDGE  OF  JAMISON  BREACHES.  As of  the  date  of  this
Agreement,  the RIG  Parties  have no  knowledge  that any  Jamison  Party is in
material  breach of his, her or its  representations  or  warranties  under this
Agreement.


                                   ARTICLE V.

                                   COVENANTS

         5.1      TAX MATTERS.

         The following  provisions shall govern the allocation of responsibility
as between the Company, on the one hand, and the Stockholders, on the other, for
certain tax matters following the Closing Date:

                  ( a)  Stockholders  shall  prepare or cause to be prepared and
file or cause to be filed,  within the time and in the manner  provided  by law,
all Tax  Returns  of the  Company  (i) for all  periods  ending on or before the
Closing  Date  that are due after  the  Closing  Date and (ii) for all state and
Federal Tax Returns,  Tax Returns  covering the stub period from January 1, 1998
until the date of  Closing  Date.  Stockholders  shall pay to the  Company on or
before the due date of such Tax  Returns the amount of all Taxes shown as due on
such Tax Returns to the extent that such Taxes are not  reflected in the current
liability  accruals for Taxes  (excluding  reserves for deferred Taxes) shown on
the Company's  books and records as of the Closing  Date.  Such Returns shall be
prepared and filed in accordance with applicable law and in a manner  consistent
with past  practices  and shall be subject to review and approval by Parent.  To
the extent  reasonably  requested by the Stockholders or required by law, Parent
and the  Company  shall  participate  in the  filing  of any Tax  Returns  filed
pursuant to this paragraph.

                  (b) The Company shall prepare or cause to be prepared and file
or cause to be filed any Tax  Returns for Tax  periods  which  begin  before the
Closing  Date and end after the  Closing  Date  (except as  provided  in Section
5.1(a)(ii)).  The Stockholders shall pay to the Company within fifteen (15) days
after the date on which  Taxes are paid with  respect to such  periods an amount
equal to the


                                       31
<PAGE>


portion of such Taxes which relates to the portion of such taxable period ending
on the Closing  Date to the extent such Taxes are not  reflected  in the current
liability  accruals for Taxes  (excluding  reserves for deferred Taxes) shown on
the  Company's  books and records as of the Closing  Date.  For purposes of this
Section  5.1, in the case of any Taxes that are imposed on a periodic  basis and
are payable for a Taxable period that includes (but does not end on) the Closing
Date,  the  portion  of such Tax which  relates to the  portion of such  Taxable
period  ending on the Closing Date shall (x) in the case of any Taxes other than
Taxes based upon or related to income or receipts, be deemed to be the amount of
such Tax for the entire Taxable period multiplied by a fraction the numerator of
which is the number of days in the Taxable period ending on the Closing Date and
the denominator of which is the number of days in the entire Taxable period, and
(y) in the case of any Tax based upon or related to income or receipts be deemed
equal to the amount which would be payable if the relevant  Taxable period ended
on the Closing Date. Any credits relating to a Taxable period that begins before
and ends  after the  Closing  Date  shall be taken  into  account  as though the
relevant Taxable period ended on the Closing Date. All determinations  necessary
to give effect to the foregoing allocations shall be made in a manner consistent
with prior practice of the Company.

                  (c) Parent and the Company on one hand and Stockholders on the
other hand shall (A) cooperate  fully,  as reasonably  requested,  in connection
with the preparation and filing of Tax Returns  pursuant to this Section 5.1 and
any audit,  litigation  or other  proceeding  with  respect  to Taxes;  (B) make
available to the other, as reasonably  requested,  all  information,  records or
documents  with respect to Tax matters  pertinent to the Company for all periods
ending prior to or including  the Closing  Date;  and (C) preserve  information,
records or documents  relating  Tax matters  pertinent to the Company that is in
their  possession or under their control until the  expiration of any applicable
statute of limitations or extensions thereof.

                  (d)  The   Stockholders   shall   timely  pay  all   transfer,
documentary,  sales,  use, stamp,  registration and other Taxes and fees arising
from or relating to the  transactions  contemplated by this  Agreement,  and the
Stockholders  shall,  at their own expense,  file all  necessary Tax Returns and
other documentation with respect to all such transfer,  documentary, sales, use,
stamp,  registration,  and other Taxes and fees. If required by applicable  law,
Parent and the Company  will join in the  execution  of any such Tax Returns and
other documentation.

         5.2 EMPLOYEE  BENEFIT  PLANS.  If reasonably  requested by Parent,  the
Company  shall  terminate  any  Company  Plan  or  Company  Benefit  Arrangement
substantially contemporaneously with the Closing. Notwithstanding the foregoing,
with  respect to any Company  Plan or Company  Benefit  Arrangement  that is not
terminated  or  merged  into an  existing  Parent  plan or  benefit  arrangement
substantially   contemporaneously  with  the  Closing,  the  Stockholders  shall
cooperate  (and shall use their  reasonable  efforts to cause the  officers  and
employees of the Company that are responsible to administering  any such Company
Plan or Company  Benefit  Arrangement to cooperate) with Parent on and after the
Closing Date in  continuing  to  administer  and  maintain  such Company Plan or
Company Benefit  Arrangement in accordance  with its  constituent  documents and
with all  applicable  provisions  of the Code,  ERISA and other laws,  including
applicable federal and state securities laws,


                                       32
<PAGE>



until  such  time  as the  Company  Plan  or  Company  Benefit  Arrangement  are
terminated or merged into a Parent plan or benefit arrangement.

         5.3 RELATED PARTY AGREEMENTS.  The Company and/or the Stockholders,  as
the case may be,  shall  terminate  any Related  Party  Agreements  which Parent
requests the Company or Stockholders to terminate.

         5.4      COOPERATION.

                  (a) The Company, Stockholders and Parent shall each deliver or
cause to be delivered to the other on the Closing Date,  and at such other times
and places as shall be reasonably  agreed to, such  instruments as the other may
reasonably request for the purpose of carrying out this Agreement. In connection
therewith,  if required,  the chairman and vice  president of the Company  shall
execute any documentation  reasonably required by Parent's  Independent Auditors
(in  connection  with such  accountant's  audit of the  Company)  or the  Nasdaq
National Market.

                  (b) The  Stockholders  and the Company shall cooperate and use
their reasonable  efforts to have the present officers,  directors and employees
of the Company cooperate with Parent on and after the Closing Date in furnishing
information,  evidence,  testimony and other  assistance in connection  with any
filing obligations, actions, proceedings, arrangements or disputes of any nature
with respect to matters pertaining to all periods prior to the Closing Date.

                  (c)  Each  party  hereto  shall  cooperate  in  obtaining  all
consents and approvals  required under this Agreement to effect the transactions
contemplated hereby

         5.5      ACCESS TO INFORMATION; PUBLIC DISCLOSURE.

                  (a) Between the date of this  Agreement  and the Closing Date,
the Company  will  provide to the officers  and  authorized  representatives  of
Parent  (i)  access to all of the sites,  properties,  books and  records of the
Company, (ii) within thirty (30) days of the end of each calendar month starting
with February 1998, a copy of the Company's  unaudited  balance sheet and income
statements for such month on a cash basis and a statement of Accounts Receivable
with the detail set forth in Section 3.13,  (iii) as promptly as reasonably  but
in any event within thirty days of March 31, 1998 and the Closing, a copy of the
Company's  unaudited  balance sheet and income statements as of such dates on an
accrual basis,  and (iv) such additional  financial and operating data and other
information  as to the business and properties of the Company as Parent may from
time to time  reasonably  request,  including  without  limitation,  access upon
reasonable request to the Company's employees, customers, vendors, suppliers and
creditors for due diligence inquiry. No information or knowledge obtained in any
investigation  pursuant to this  Section 5.5 shall affect or be deemed to modify
any  representation or warranty contained in this Agreement or the conditions to
the  obligations  of the parties to  consummate  the  transactions  contemplated
hereby.  Parent  shall  bear  the  cost  of the  preparation  of  accrual  basis
statements pursuant to clause (iii) of this Section 5.5(a).


                                       33
<PAGE>



                  (b)  Prior  to  the  Closing,  neither  the  Company  nor  any
Stockholder shall make any disclosure (whether or not in response to an inquiry)
of the subject matter of this Agreement unless previously  approved by Parent in
writing.  Parent  agrees to keep the  Company and the  Stockholders  apprised in
advance of any  disclosure  of the subject  matter of this  Agreement  by Parent
prior to the Closing.

         5.6 CONDUCT OF BUSINESS  PENDING  CLOSING.  Between the date hereof and
the  Closing,  the  Company  will  (except to the extent  approved in writing by
Parent, or except as requested or agreed by Parent in writing):

                  (a) carry on its business in substantially  the same manner as
it has  heretofore  and not  introduce  any material  new method of  management,
operation or accounting  (except for the conversion of the Company from the cash
to accrual method of accounting);

                  (b) maintain its properties and  facilities,  including  those
held  under  leases,  in as good  working  order and  condition  as at  present,
ordinary wear and tear excepted;

                  (c) perform all of its obligations  under agreements  relating
to or affecting its respective assets, properties or rights;

                  (d) keep in full force and effect present  insurance  policies
or other comparable insurance coverage;

                  (e) use all  commercially  reasonable  efforts to maintain and
preserve its business  organization intact,  retain its present officers and key
employees and maintain its  relationships  with suppliers,  vendors,  customers,
creditors and others having business relations with it;

                  (f)  maintain  compliance  with all permits,  laws,  rules and
regulations,  consent  orders,  and  all  other  orders  of  applicable  courts,
regulatory agencies and similar governmental authorities;

                  (g) maintain present debt and lease  instruments and not enter
into new or amended  debt or lease  instruments  (except as may be  permitted in
connection with the performance of the provisions of Section 7.8); and

                  (h) maintain  present  salaries and commission  levels for all
officers,   directors,   employees,  agents,   representatives  and  independent
contractors,  except for ordinary and customary bonuses and salary increases for
employees  (other than employees who are also  Stockholders)  in accordance with
past practice.

         5.7  PROHIBITED  ACTIVITIES.  Between the date hereof and the  Closing,
except as provided in Section  5.13,  the  Company  will not,  without the prior
written consent of Parent, which consent shall not be unreasonably withheld:


                                       34
<PAGE>


                  (a)  make any  change  in its  Articles  of  Incorporation  or
Bylaws, or authorize or propose the same;

                  (b) issue, deliver or sell, authorize or propose the issuance,
delivery or sale of any securities,  options, warrants, calls, conversion rights
or  commitments  relating to its securities of any kind, or authorize or propose
any change in its equity  capitalization,  or issue or authorize the issuance of
any debt securities;

                  (c)  declare  or pay any  dividend,  or make any  distribution
(whether  in cash,  stock or  property)  in respect of its stock  whether now or
hereafter outstanding,  or split, combine or reclassify any of its capital stock
or issue or  authorize  the issuance of any other  securities  in respect of, in
lieu of or in substitution for shares of its capital stock, or purchase,  redeem
or otherwise acquire or retire for value any shares of its stock;

                  (d) enter into any contract or commitment or incur or agree to
incur  any  liability  or  make  any  capital  expenditures,  or  guarantee  any
indebtedness, except in the ordinary course of business and consistent with past
practice in an amount not to exceed, in aggregate,  $50,000 (or except as may be
permitted in connection  with the performance of the provisions of Section 7.8),
including contracts to provide services to customers;

                  (e) increase the compensation  payable or to become payable to
any  officer,  director,   Stockholder,   employee,  agent,   representative  or
independent  contractor  (for  purposes of this  clause,  the  current  combined
compensation  of Henry D.  Jamison,  IV and Leslie  Lees  Jamison,  in  whatever
capacities,  shall be deemed not to exceed,  in aggregate,  $30,000 on a monthly
basis);  make any bonus or management  fee payment to any such person;  make any
loans  or  advances;  adopt  or  amend  any  Company  Plan  or  Company  Benefit
Arrangement; grant any severance or termination pay; or hire any employees other
than clerical or secretarial  employees who have annual salaries  exceeding,  in
aggregate, $50,000;

                  (f)  create or assume  any  mortgage,  pledge or other lien or
encumbrance  upon any  assets  or  properties  whether  now  owned or  hereafter
acquired  (except as may be permitted in connection  with the performance of the
provisions of Section 7.8);

                  (g) sell,  assign,  lease,  pledge or  otherwise  transfer  or
dispose of any property or equipment  except in the ordinary  course of business
consistent with past practice in an amount not to exceed, in aggregate,  $10,000
(or  except  as may be  permitted  in  connection  with the  performance  of the
provisions of Section 7.8);

                  (h)  except  as  permitted  by  Section  5.7(d),   acquire  or
negotiate  for the  acquisition  of (by  merger,  consolidation,  purchase  of a
substantial  portion of assets or otherwise) any business or the start-up of any
new business, or otherwise acquire or agree to acquire any assets;


                                       35

<PAGE>


                  (i) merge or  consolidate  or  negotiate  or agree to merge or
consolidate with or into any other corporation;

                  (j) waive  any  material  rights  or  claims  of the  Company,
provided  that the Company may  negotiate and adjust bills in the course of good
faith disputes with customers in a manner consistent with past practice;

                  (k)  commit a breach  of or amend or  terminate  any  material
agreement, permit, license or other right;

                  (l) enter into any  transaction  (i) that is not negotiated at
arm's length with a third party not affiliated  with the Company or any officer,
director or  Stockholder  of the Company or (ii) outside the ordinary  course of
business consistent with past practice or (iii) prohibited hereunder;

                  (m) commence a lawsuit  other than for routine  collection  of
bills;

                  (n) revalue any of its assets,  including without  limitation,
writing down the value of inventory or writing off notes or accounts  receivable
other than in the ordinary course of business consistent with past practice;

                  (o) make any tax election other than in the ordinary course of
business and consistent with past practice,  change any tax election,  adopt any
tax  accounting  method  other  than in the  ordinary  course  of  business  and
consistent with past practice,  change any tax accounting  method,  file any Tax
Return (other than any  estimated tax returns,  payroll tax returns or sales tax
returns) or any  amendment  to a Tax Return,  enter into any closing  agreement,
settle any tax claim or  assessment,  or consent to any tax claim or assessment,
without the prior written consent of Parent;
                  (p) change the name of the  Company,  or operate  under or use
any legal name, trade name,  fictitious name or other name, other than the names
listed on Schedule 3.19 in the jurisdictions indicated;

                  (q)  introduce  any  promotional  offer,  including,   without
limitation,  discounted and free products or services or reduce standard pricing
levels for the  Company's  goods or services  with pricing that is less than 20%
below the average pricing for comparable clients; or

                  (r) take, or agree (in writing or  otherwise) to take,  any of
the actions described in Sections 5.10(a) through (q) above, or any action which
would make any of the  representations  and  warranties  of the  Company and the
Stockholders  contained  in  this  Agreement  untrue  or  result  in  any of the
conditions set forth in Articles VI and VII not being satisfied.

         5.8  NOTIFICATION  OF CERTAIN  MATTERS.  Each party  hereto  shall give
prompt   notice  to  the  other  parties   hereto  of  (a)  the   occurrence  or
non-occurrence  of any event the occurrence or  non-occurrence of which would be
likely to cause any  representation  or  warranty of it  contained  herein to be
untrue or inaccurate in any material  respect at or prior to the Closing and (b)
any material


                                       36
<PAGE>


failure  of such party to comply  with or satisfy  any  covenant,  condition  or
agreement to be complied with or satisfied by such party hereunder. The delivery
of any notice  pursuant  to this  Section  5.12 shall not,  without  the express
written consent of the other parties be deemed to (x) modify the representations
or  warranties  hereunder of the party  delivering  such notice,  (y) modify the
conditions  set forth in Articles VI and VII, or (z) limit or  otherwise  affect
the remedies available hereunder to the party receiving such notice.

         5.9      SALES OF PARENT COMMON STOCK; REGISTRATION RIGHTS.

                  (a) Neither Stockholder will,  directly or indirectly,  offer,
sell,  contract to sell,  pledge or otherwise  dispose of the Restricted  Shares
prior to the second anniversary of the Closing.

                  (b) The certificate or certificates  evidencing the Restricted
Shares to be delivered to the Stockholders in the Transaction will be subject to
appropriate  stop  transfer   instructions  and  bear  the  restrictive  legends
described on Schedule 5.9. The Pledged Shares shall bear the restrictive legends
described on Schedule  5.9. The parties shall enter into a  registration  rights
agreement  substantially in the form of the agreement attached hereto as Exhibit
5.9 (the "Registration Rights Agreement").

         5.10 IPO.  Parent shall  exercise  commercially  reasonable  efforts to
undertake  and cause to become  effective  the IPO and register  the  Registered
Shares for resale by the Stockholders in the IPO.

         5.11  GUARANTEE.  RIGINC and RIGLP hereby  guarantee the performance of
the  obligations  of Parent under this  Agreement  until  completion  of the RIG
Contributions.  RIGINC and RIGLP shall be released from any and all  obligations
under this Agreement,  including  without  limitation  obligations  based on the
guarantee   provided  in  this  Section  5.11,   upon   completion  of  the  RIG
Contributions.

         5.12  STANDSTILL.  Upon and after execution of this Agreement until the
Closing Date,  the RIG Parties on the one hand,  and the Jamison  Parties on the
other, for themselves and on behalf their respective affiliates,  successors and
assignees,  agree not to (i) engage,  directly or  indirectly,  in any  business
providing real estate  information  services in the state of Florida or the city
of  Houston,  Texas,  or  (ii)  enter  into  any  discussions,  negotiations  or
agreements to engage in any such activity,  without the prior written consent of
the Parent or the  Stockholders'  Representative  for actions to be taken by the
Jamison Parties or the RIG Parties, respectively.

         5.13 OTHER  OBLIGATIONS.  Notwithstanding  any other  provision of this
Agreement and except as provided in the following sentence,  the Jamison Parties
agree to assume  responsibility  for,  and  indemnify  and hold the RIG  Parties
harmless from, any and all liabilities arising from or relating to the Company's
obligations  set forth on Schedule 5.13. The Company may take actions  described
in clauses (c), (d) or (e) of Section 5.7 and/or pay for the liabilities assumed
by the Jamison Parties  pursuant to the preceding  sentence of this Section 5.13
provided that the amounts so expended and


                                       37
<PAGE>


liabilities so incurred do not exceed, in aggregate,  fifty percent (50%) of the
amount,  if any, by which (i) the Actual Net Worth as of the  Closing  Date plus
reasonable  attorneys'  fees paid by the Company in accordance with Section 10.7
hereof exceeds (ii) the Net Worth Target.

         5.14  GUARANTEED  LOAN.  Prior  to the  Closing  the  Company  and  the
Stockholders  will use,  and after the  Closing  the Company and the Parent will
use, commercially  reasonable efforts to obtain the release of any agreements of
the  Stockholders  guaranteeing  amounts  borrowed by and for the benefit of the
Company from Wachovia Bank, N.A (the "Guaranteed Loans"). If the release of such
guarantees  are not obtained prior to Closing,  Parent shall  indemnify and hold
the  Stockholders  harmelss  from any and all Damages  (defined  below) they may
incur in connection with the Guaranteed Loans (and no Indemnification  Threshold
(defined below) shall apply to such indemnity).

         5.15  JAMISON  WEBSITE.  Notwithstanding  any other  provision  of this
Agreement,  the  Company  shall be  permitted  to  convey  to one or both of the
Stockholders  all of the  Company's  right,  title  and  interest  in and to the
"jamison.com" Internet Website; provided, however, that such conveyance shall be
subject  to  the  Company's  and,  following  the  Closing,  the  RIG  Parties',
royalty-free exclusive worldwide right to use the "jamison.com" Internet Website
address  for a period of two years  following  the  Closing;  provided  further,
however,  that  following  the  expiration of the Company's and the RIG Parties'
rights pursuant to the preceding proviso,  the Stockholders shall have exclusive
rights to the "jamison.com"  Internet Website address but shall use such address
solely for personal (and not commercial) use.


                                  ARTICLE VI.

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
                                  RIG PARTIES

         The   obligation  of  the  RIG  Parties  to  effect  the   transactions
contemplated  hereby is subject to the satisfaction or waiver,  at or before the
Closing, of the following conditions and deliveries:

         6.1 REPRESENTATIONS AND WARRANTIES;  PERFORMANCE OF OBLIGATIONS. All of
the representations and warranties of the Stockholders and the Company contained
in this Agreement  shall be true,  correct and complete on and as of the Closing
Date with the same effect as though such representations and warranties had been
made on and as of such  date  unless  changes  in the  matters  represented  and
warranted herein are expressly  permitted or provided herein,  all of the terms,
covenants,  agreements  and  conditions of this  Agreement to be complied  with,
performed  or  satisfied  by the Company and the  Stockholders  on or before the
Closing Date shall have been duly complied with,  performed or satisfied;  and a
certificate to the foregoing effects dated the Closing Date and signed on behalf
of the  Company and by each of the  Stockholders  shall have been  delivered  to
Parent.

         6.2 NO  LITIGATION.  No temporary  restraining  order,  preliminary  or
permanent   injunction   or  other  order  issued  by  any  court  of  competent
jurisdiction or other legal or regulatory restraint or


                                       38
<PAGE>


provision  challenging Parent's proposed acquisition of the Company, or limiting
or restricting  Parent's conduct or operation of the business of the Company (or
its own business)  following the  transactions  contemplated  hereby shall be in
effect,  nor  shall  any  proceeding  brought  by an  administrative  agency  or
commission  or other  governmental  authority  or  instrumentality,  domestic or
foreign, seeking any of the foregoing be pending. There shall be no action, suit
claim or proceeding of any nature  pending or threatened  against  Parent or the
Company, their respective properties or any of their officers or directors, that
could  materially  and  adversely  affect  the  business,  assets,  liabilities,
financial condition, results of operations or prospects of the Company.

         6.3 NO  MATERIAL  ADVERSE  CHANGE.  There  shall have been no  material
adverse changes in the business,  operations,  affairs,  prospects,  properties,
assets,  existing and potential liabilities,  obligations,  profits or condition
(financial  or otherwise)  of the Company,  taken as a whole,  since the Balance
Sheet  Date;  and  Parent  shall  have  received  a  certificate  signed by each
Stockholder dated the Closing Date to such effect.

         6.4  CONSENTS AND  APPROVALS.  All  necessary  consents of, and filings
with,  any  governmental  authority  or agency or third  party,  relating to the
consummation  by  the  Company  and  the   Stockholders   of  the   transactions
contemplated hereby, shall have been obtained and made.

         6.5  OPINION OF COUNSEL.  Parent  shall have  received an opinion  from
counsel to the Company and the  Stockholders,  dated the Closing Date, in a form
reasonably satisfactory to Parent.

         6.6 COMPANY CHARTER DOCUMENTS. Parent shall have received (a) a copy of
the  Articles  of  Incorporation  of the  Company  certified  by an  appropriate
authority in the state of its  incorporation and (b) a copy of the Bylaws of the
Company  certified by the Secretary of the Company,  and such documents shall be
in form and substance reasonably acceptable to Parent.

         6.7      OTHER AGREEMENTS.

                  (a) Henry D. Jamison, IV shall have entered into an employment
agreement with the Company  substantially in the form attached hereto as Exhibit
6.7(a).

                  (b) Henry D.  Jamison,  IV and Leslie Lees Jamison  shall each
have entered into an Affiliate  Agreement in a form  reasonably  satisfactory to
Parent.

                  (c) Leslie Lees  Jamison  shall have  resigned as an employee,
officer and director of the Company with no further liability of the Company.

         6.8 DUE DILIGENCE  REVIEW.  The Company shall have made such deliveries
as are called for hereby or  reasonably  requested  by Parent.  Parent  shall be
fully  satisfied in its sole discretion with the results of its review of all of
the Schedules,  whether delivered before or after the execution hereof, and such
deliveries,  and its  review  of, and other due  diligence  investigations  with
respect to, the


                                       39
<PAGE>


business,  operations,  affairs,  prospects,  properties,  assets,  existing and
potential  liabilities,   obligations,   profits  and  condition  (financial  or
otherwise) of the Company.

         6.9 REGISTRATION STATEMENT.  The Registration Statement shall have been
declared  effective by the Securities and Exchange  Commission ("SEC") not later
than May 15,  1998 and the  underwriters  named  therein  shall  have  agreed to
acquire,  subject to the conditions set forth in the underwriting agreement, the
shares of Parent Stock covered by such Registration Statement.

         6.10 IPO. The IPO shall have been  consummated  or shall be consummated
simultaneously  herewith,  and shall have produced an implicit valuation for all
of  Parent's  equity  (valued  at the Share  Price)  equal to or  exceeding  $75
million.  Notwithstanding  the  foregoing  sentence,  Parent agrees to waive the
condition  set  forth  in  this  Section  if  the  parties  hereto  agree  on an
alternative  pricing  mechanism  for Parent  Common  Stock  pursuant  to Section
1.2(a)(ii).


                                  ARTICLE VII.

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
                          STOCKHOLDERS AND THE COMPANY

         The  obligation  of the  Stockholders  and the  Company  to effect  the
transactions contemplated hereby is subject to the satisfaction or waiver, at or
before the Closing, of the following conditions and deliveries:

         7.1 REPRESENTATIONS AND WARRANTIES;  PERFORMANCE OF OBLIGATIONS. All of
the  representations  and warranties of Parent contained in this Agreement shall
be true, correct and complete on and as of the Closing Date with the same effect
as though such representations and warranties had been made as of such date; all
of the terms,  covenants,  agreements  and  conditions  of this  Agreement to be
complied  with,  performed  or satisfied by Parent on or before the Closing Date
shall have been duly complied with, performed or satisfied; and a certificate to
the foregoing  effects dated the Closing Date and signed by the President or any
Vice  President  of Parent  shall have been  delivered  to the  Company  and the
Stockholders.

         7.2 NO  LITIGATION.  No temporary  restraining  order,  preliminary  or
permanent   injunction   or  other  order  issued  by  any  court  of  competent
jurisdiction  or other legal or  regulatory  restraint or provision  challenging
Parent's  proposed  acquisition  of the  Company,  or  limiting  or  restricting
Parent's  conduct  or  operation  of the  business  of the  Company  (or its own
business) following the transactions contemplated hereby shall be in effect, nor
shall any proceeding brought by an administrative  agency or commission or other
governmental authority or instrumentality,  domestic or foreign,  seeking any of
the foregoing be pending. There shall be no action, suit, claim or proceeding of
any  nature  pending  or  threatened,  against  Parent  or  the  Company,  their
respective  properties  or  any of  their  officers  or  directors,  that  could
materially and adversely  affect the business,  assets,  liabilities,  financial
condition, results of operations or prospects of the Parent and its subsidiaries
taken as a whole.


                                       40
<PAGE>


         7.3  CONSENTS AND  APPROVALS.  All  necessary  consents of, and filings
with,  any  governmental  authority  or agency or third  party  relating  to the
consummation by Parent of the transactions  contemplated herein, shall have been
obtained and made.

         7.4 OTHER AGREEMENTS. The Company shall have afforded Henry D. Jamison,
IV an  opportunity  to enter  into an  employment  agreement  with  the  Company
substantially   in  the  form  attached  hereto  as  Exhibit  6.7(a),   and  the
Registration Rights Agreement with the Parent substantially in the form attached
hereto as Exhibit 5.9.

         7.5  REGISTRATION  STATEMENT.  Parent shall have filed with the SEC the
Registration  Statement.  The  Registration  Statement  shall have been declared
effective  by the SEC not later  than May 15,  1998 and the  underwriters  named
therein shall have agreed to acquire, subject to the conditions set forth in the
underwriting  agreement,  the  shares of Parent  Common  Stock  covered  by such
Registration Statement.

         7.6 IPO. The IPO shall have been  consummated  or shall be  consummated
simultaneously  herewith,  and shall  have  produced a  valuation  for number of
shares of the Parent Common Stock to be issued to the  Stockholders  equal to or
exceeding the Consideration. The Registered Shares shall have been registered by
the Parent as part of the IPO for immediate resale by the Stockholders,  and the
sale  of  such  shares  shall  not  be  subject  to  any  underwriter  or  other
restrictions  except as provided by applicable federal or state securities laws.
Notwithstanding  the foregoing  sentence,  the Stockholders  agrees to waive the
condition  set  forth  in  this  Section  if  the  parties  hereto  agree  on an
alternative  pricing  mechanism  for Parent  Common  Stock  pursuant  to Section
1.2(a)(ii).

         7.7 OTHER TRANSACTIONS. The RIG Contributions shall have occurred prior
to the  Closing or shall  occur  simultaneously  with the  consummation  of this
Agreement.

         7.8 LOAN  ASSUMPTION.  The Company  shall have assumed all  obligations
under that certain loan by Wachovia  Bank,  N.A. to the  Stockholders  and shall
have obtained the release of the Stockholders  from all obligations,  duties and
liabilities related thereto; provided,  however, that the liabilities assumed by
the Company  shall not exceed  $111,000;  provided  further,  however,  that the
Jamison  Parties shall have  cooperated  fully with the RIG Parties in obtaining
such assumption and release.


                                       41
<PAGE>


                                 ARTICLE VIII.

                                INDEMNIFICATION

         8.1   INDEMNIFICATION  BY  THE  STOCKHOLDERS  AND  THE  COMPANY.   Each
Stockholder  and, if no Closing  occurs,  the  Company,  jointly and  severally,
covenants and agrees to indemnify,  defend, protect and hold harmless RIGINC and
RIGLP  (prior  to the RIG  Contributions)  and  Parent  (thereafter)  and  their
respective officers, directors, employees, stockholders, assigns, successors and
affiliates (individually, a "Parent Indemnified Party" and collectively, "Parent
Indemnified  Parties") from, against and in respect of all liabilities,  losses,
claims, damages,  punitive damages, causes of action,  lawsuits,  administrative
proceedings (including informal proceedings),  investigations,  audits, demands,
assessments,   adjustments,   judgments,   settlement  payments,   deficiencies,
penalties,  fines,  interest  (including interest from the date of such damages)
and costs and expenses (including without limitation  reasonable attorneys' fees
and  disbursements  of  every  kind,  nature  and  description)   (collectively,
"Damages")  suffered,  sustained,  incurred  or paid by the  Parent  Indemnified
Parties in  connection  with,  resulting  from or arising  out of,  directly  or
indirectly:

                  (a)  any  breach  of any  representation  or  warranty  of the
Stockholders  or the  Company  set forth in this  Agreement  or any  schedule or
certificate,  delivered  by or on behalf of any  Stockholder  or the  Company in
connection herewith; or

                  (b) any  nonfulfillment  of any  covenant or  agreement by the
Stockholders or, prior to the Closing, the Company, under this Agreement; or

                  (c) any untrue  statement of a material  fact  relating to the
Company  or the  Stockholders,  and  provided  to Parent or its  counsel  by the
Company  or the  Stockholders,  contained  in any  preliminary  prospectus,  the
Registration  Statement  or  any  prospectus  forming  a  part  thereof,  or any
amendment  thereof or  supplement  thereto,  or arising out of or based upon any
omission  to state  therein a  material  fact  relating  to the  Company  or the
Stockholders  required to be stated  therein or necessary to make the statements
therein not misleading, and not provided to Parent or its counsel by the Company
or the Stockholders.

         8.2  INDEMNIFICATION  BY  PARENT.  RIGINC  and RIGLP  (prior to the RIG
Contributions) and Parent (thereafter) covenant and agree to indemnify,  defend,
protect and hold harmless the  Stockholders  and, prior to the Closing (if any),
the  Company,   and  their   respective   assigns,   successors  and  affiliates
(individually, a "Stockholder Indemnified Party" and collectively,  "Stockholder
Indemni fied  Parties")  from,  against and in respect of all Damages  suffered,
sustained, incurred or paid by the Stockholder Indemnified Parties in connection
with, resulting from or arising out of, directly or indirectly:


                                       42
<PAGE>


                  (a) any breach of any  representation  or  warranty of the RIG
Parties set forth in this Agreement or any schedule or certificate, delivered by
or on behalf of the RIG Parties in connection herewith; or

                  (b) any nonfulfillment of any covenant or agreement by the RIG
Parties under this Agreement; or

                  (c) any untrue  statement  or alleged  untrue  statement  of a
material fact relating to any RIG Party contained in any preliminary prospectus,
the  Registration  Statement or any  prospectus  forming a part thereof,  or any
amendment  thereof or  supplement  thereto,  or arising out of or based upon any
omission or alleged  omission to state therein a material fact relating to a RIG
Party required to be stated therein or necessary to make the statements  therein
not misleading.

         8.3 LIMITATION AND EXPIRATION.  Notwithstanding  anything herein to the
contrary:

                  (a)      there shall be no liability for indemnification

                           (i)  under  Section  8.1  unless,  and  solely to the
extent that, the aggregate amount of Damages suffered by the Parent  Indemnified
Parties under the applicable provisions exceeds $150,000.00 (an "Indemnification
Threshold"); or

                           (ii)  under  Section  8.2  unless,  and solely to the
extent that, the aggregate amount of Damages suffered by the Jamison Indemnified
Parties under the applicable provisions exceeds $150,000.00 (an "Indemnification
Threshold");

provided,  however,  that neither  Indemnification  Threshold shall apply to (i)
Damages arising out of any breaches of the covenants of any Jamison Party or any
RIG  Party,  as the case may be, set forth in  Article V of this  Agreement,  or
representations  and  warranties  made in  Sections  3.4  (capital  stock of the
Company),  3.5 (transactions in capital stock of the Company),  3.24 (but solely
matters relating to the payment of past due sales taxes to the State of Texas by
the Company), and 4.4 (capital stock of Parent);

                  (b) (i) the  aggregate  amount  of the  Stockholders'  and the
Company's  (if any)  liability  under  this  Article  VIII  shall not exceed ten
percent (10%) of the Consideration (the "Stockholders' Cap"), provided, however,
that any liability  arising from or in connection  with any Final  Consideration
Adjustment  or the  representations  and  warranties  contained  in Section 3.24
(taxes) and the covenants and agreements  contained herein with respect to Taxes
shall not apply towards, nor be limited by, the Stockholders' Cap; and

                           (ii)  the  aggregate   amount  of  the  RIG  Parties'
liability  under this  Article  VIII shall not exceed ten  percent  (10%) of the
Consideration  (the "RIG Cap"),  provided,  however,  that any liability arising
from or in connection with the representations and warranties contained in


                                       43
<PAGE>


Section 4.11 (taxes) and the  covenants  and  agreements  contained  herein with
respect to Taxes shall not apply towards, nor be limited by, the RIG Cap;

                  (c) the indemnification obligations under this Section 8 or in
any certificate or writing  furnished in connection  herewith shall terminate on
the later of clause (i) or (ii) below:

                           (i)      (1)     except   as   to    representations,
warranties, and covenants specified in clause (i)(2) of this Section 8.3(c), the
first anniversary of the Closing, or

                                    (2)     with respect to representations  and
warranties  contained in Sections 3.21 (environmental  matters),  3.23 (employee
benefit plans), 3.17 (intellectual  property),  3.24 (taxes) and 4.9 (taxes), on
(A)  the  date  that is six (6)  months  after  the  expiration  of the  longest
applicable  federal  or  state  statute  of  limitation   (including  extensions
thereof), or (B) if there is no applicable statute of limitation, five (5) years
after the Closing; or

                           (ii)     the final resolution of claims or demands (a
"Claim")  pending  as of the  relevant  dates  described  in clause  (i) of this
Section 8.3(c) (such claims referred to as "Pending Claims").

         8.4   INDEMNIFICATION   PROCEDURES.   All   claims   or   demands   for
indemnification  under  this  Article  VIII  ("Claims")  shall be  asserted  and
resolved as follows:

                  (a)  In  the  event  that  any  Parent  Indemnified  Party  or
Stockholder  Indemnified Party (an "Indemnified  Party") has a Claim against any
party obligated to provide indemnification pursuant to Section 8.1 or 8.2 hereof
(the "Indemnifying Party") which does not involve a Claim being asserted against
or sought to be  collected by a third party,  the  Indemnified  Party shall with
reasonable  promptness notify the Indemnifying  Party of such Claim,  specifying
the nature of such Claim and the amount or the estimated  amount  thereof to the
extent then feasible (the "Claim Notice").  If the  Indemnifying  Party does not
notify the Indemnified  Party within thirty (30) days after the date of delivery
of the Claim Notice that the  Indemnifying  Party  disputes  such Claim,  with a
detailed statement of the basis of such position, the amount of such Claim shall
be conclusively deemed a liability of the Indemnifying Party hereunder.  In case
an objection is made in writing in  accordance  with this  Section  8.4(a),  the
Indemnified  Party shall respond in a written  statement to the objection within
fifteen (15) days and, for sixty (60) days thereafter,  attempt in good faith to
agree upon the rights of the  respective  parties  with  respect to each of such
Claims (and,  if the parties  should so agree,  a memorandum  setting forth such
agreement shall be prepared and signed by both parties).

                  (b) (i) In the event that any Claim for which the Indemnifying
Party would be liable to an Indemnified  Party hereunder is asserted  against an
Indemnified  Party by a third party (a "Third  Party  Claim"),  the  Indemnified
Party shall deliver a Claim Notice to the Indemnifying  Party . The Indemnifying
Party shall have  fifteen (15) days from date of delivery of the Claim Notice to
notify  the  Indemnified  Party (A)  whether  the  Indemnifying  Party  disputes
liability to the  Indemnified  Party  hereunder  with respect to the Third Party
Claim, and, if so, the basis for such a dispute, and (B)


                                       44
<PAGE>


if such party does not dispute liability,  whether or not the Indemnifying Party
desires,  at the sole cost and  expense  of the  Indemnifying  Party,  to defend
against the Third Party Claim,  provided  that the  Indemnified  Party is hereby
authorized (but not obligated),  prior to and during the Notice Period,  to file
any motion,  answer or other  pleading  and to take any other  action  which the
Indemnified Party shall deem necessary or appropriate to protect the Indemnified
Party's interests.

                           (ii)     In the  event  that the  Indemnifying  Party
notifies the  Indemnified  Party within the Notice Period that the  Indemnifying
Party does not dispute the  Indemnifying  Party's  obligation to indemnify  with
respect to the Third  Party  Claim,  the  Indemnifying  Party  shall  defend the
Indemnified  Party  against such Third Party Claim by  appropriate  proceedings,
provided that,  unless the Indemnified  Party otherwise  agrees in writing,  the
Indemnifying Party may not settle any Third Party Claim (in whole or in part) if
such  settlement  does not include a complete and  unconditional  release of the
Indemnified  Party. If the Indemnified  Party desires to participate in, but not
control,  any such defense or settlement the Indemnified  Party may do so at its
sole cost and  expense.  If the  Indemnifying  Party  elects  not to defend  the
Indemnified Party against a Third Party Claim,  whether by failure of such party
to give the  Indemnified  Party timely  notice as provided  herein or otherwise,
then the Indemnified  Party,  without waiving any rights against such party, may
settle or defend against such Third Party Claim in the Indemnified  Party's sole
discretion  and the  Indemnified  Party shall be  entitled  to recover  from the
Indemnifying  Party the amount of any  settlement or judgment and, on an ongoing
basis,  all  indemnifiable  costs and  expenses  of the  Indemnified  Party with
respect thereto,  including  interest from the date such costs and expenses were
incurred.

                           (iii) If at any time,  in the  reasonable  opinion of
the  Indemnified  Party,  notice  of which  shall be  given  in  writing  to the
Indemnifying  Party,  any Third Party Claim seeks  material  prospective  relief
which could have an adverse  effect on any  Indemnified  Party or the Company or
any subsidiary,  the Indemnified Party shall have the right to control or assume
(as the case may be) the defense of any such Third Party Claim and the amount of
any  judgment or  settlement  and the  reasonable  costs and expenses of defense
shall be included as part of the indemnification obligations of the Indemnifying
Party  hereunder.  If the Indemnified  Party elects to exercise such right,  the
Indemnifying Party shall have the right to participate in, but not control,  the
defense  of  such  Third  Party  Claim  at the  sole  cost  and  expense  of the
Indemnifying Party.

                           (iv) If the Indemnifying Party is a Stockholder, then
any notice  required  to be given  under this  Section 8.4 shall be given to the
Stockholders' Representative.

                  (c) Nothing herein shall be deemed to prevent the  Indemnified
Party from making a Claim, and an Indemnified  Party may make a Claim hereunder,
for  potential or  contingent  Damages  provided the Claim Notice sets forth the
specific  basis  for any such  potential  or  contingent  claim or demand to the
extent then feasible and the Indemnified Party has reasonable grounds to believe
that such Claim may be made.

                  (d) Subject to the provisions of Section 8.3, the  Indemnified
Party's failure to give reasonably prompt notice as required by this Section 8.4
of any actual, threatened or possible claim


                                       45
<PAGE>


or demand which may give rise to a right of indemnification  hereunder shall not
relieve the Indemnifying Party of any liability which the Indemnifying Party may
have to the  Indemnified  Party  except to the extent that  failure to give such
notice materially and adversely prejudiced the Indemnifying Party.

         8.5 EFFECTIVENESS OF REPRESENTATIONS  WARRANTIES.  All  representations
and  warranties  made by the  Company,  the  Stockholders,  and  each of the RIG
Parties in or pursuant to this Agreement or in any document  delivered  pursuant
hereto shall be deemed to have been made on the date of this  Agreement  (except
as otherwise provided herein) and, if a Closing occurs, as of the Closing Date.

         8.6 REMEDIES. Except for any liability based on a finding of fraud, the
exclusive  remedy of any party  hereto  arising  by reason of the  breach of any
representation  or warranty  set forth herein or the default in or breach of any
covenant, condition, agreement or undertaking by any other party hereto shall be
limited to the indemnification rights set forth in this Article VIII.

         8.7 SET OFF.  Subject only to the limitations of this Article VIII, and
without  limitation  of  any  right  of  the  Parent   Indemnified   Parties  to
indemnification  or payment under this  Agreement or applicable  law, the Parent
Indemnified  Parties shall have the obligation to seek recovery of (a) any Final
Consideration  Adjustment under Section 1.3 (but such obligation to seek set off
shall not exceed 25% of the value of the then  existing  Pledged  Assets) or (b)
any Damages under Section 8.4, first by set-off against the Pledged  Assets.  To
the extent that the liability of the Stockholders hereunder exceeds the value of
the Pledged  Assets,  Parent agrees to accept from the  Stockholders  Restricted
Shares before  seeking the delivery of any other shares or cash. For purposes of
the preceding two  sentences,  the Pledged Shares shall be valued as provided in
Section 1.4(d) above.

         8.8 SPECIAL TAX  PROVISION.  If the Company or Parent  receives any Tax
refund attributable to the period prior to the Closing,  then the amount of such
refund  shall  reduce  the  amount of  claims,  if any,  of Parent  against  the
Stockholders for breach of the representations and warranties in Section 3.24 or
of the covenants in Section 5.1.


                                  ARTICLE IX.

                                 NONCOMPETITION

         9.1 PROHIBITED ACTIVITIES. No Stockholder will, for a period of two (2)
years  following  the  Closing  Date,  for any reason  whatsoever,  directly  or
indirectly,  for  himself,  herself or on behalf of or in  conjunction  with any
other person, persons, company, partnership, corporation or business of whatever
nature:

                  (a)  engage,  as an  officer,  director,  shareholder,  owner,
partner,  member,  joint venturer,  or in a managerial  capacity,  whether as an
employee, independent contractor, consultant


                                       46
<PAGE>


or adviser, or as a sales  representative,  in any business selling any products
or services in direct competition with Parent, in the United States,  Canada, or
the United Kingdom, (the "Territory");

                  (b) call upon any  person  who is, at that  time,  within  the
Territory,  an employee of Parent in a  managerial  capacity  for the purpose or
with the  intent of  enticing  such  employee  away from or out of the employ of
Parent;

                  (c) call upon any  person  who is or  entity  that is, at that
time, or that has been, within one year prior to that time, a customer of Parent
within the  Territory  for the  purpose of  soliciting  or selling  products  or
services in competition with Parent within the Territory; or

                  (d) call upon any prospective  acquisition candidate that was,
to the  knowledge  of  such  Stockholder,  either  called  upon by  Parent  as a
prospective  acquisition candidate or was the subject of an acquisition analysis
by Parent.  Each Stockholder,  to the extent lacking the knowledge  described in
the  preceding   sentence,   shall  immediately  cease  all  contact  with  such
prospective  acquisition  candidate  upon being  informed that Parent had called
upon such candidate or made an acquisition analysis thereof.

For purposes of this Article IX, the term "Parent"  includes all subsidiaries of
Parent  (including  without  limitation the Company and any companies Parent has
resolved to acquire).

         9.2      CONFIDENTIALITY.

                  (a) Each  Stockholder  recognizes that by reason of his or her
ownership of the Company and his or her employment by the Company, he or she has
acquired confidential  information and trade secrets concerning the operation of
the  Company,  the use or  disclosure  of which  could  cause the Company or its
affiliates  or  subsidiaries  substantial  loss and  damages  that  could not be
readily   calculated  and  for  which  no  remedy  at  law  would  be  adequate.
Accordingly,  each Stockholder  covenants and agrees with the Company and Parent
that he or she will not for a period of two (2) years following the Closing Date
(or in the case of trade secrets (as defined under  applicable  law) for so long
as  the   information   remains  a  trade  secret)   except  in  performance  of
Stockholder's  obligations  to the Company or with the prior written  consent of
the Company pursuant to authority granted by a resolution of the Board, directly
or indirectly,  disclose any secret or confidential  information  that he or she
may learn or has learned by reason of his or her ownership of the Company or his
or her employment by the Company, or any of its subsidiaries and affiliates,  or
use any such information in a manner detrimental to the interests of the Company
or Parent,  unless (i) such  information  becomes known to the public  generally
through no fault of any  Stockholder,  (ii) disclosure is required by law or the
order of any governmental  authority under color of law, or (iii) the disclosing
party  reasonably  believes that such  disclosure is required in connection with
the defense of a lawsuit against the disclosing party,  provided,  that prior to
disclosing  any  information  pursuant to clause (i),  (ii) or (iii) above,  the
Stockholder  (as  applicable)  shall give prior written notice thereof to Parent
and provide  Parent with the  opportunity  to contest such  disclosure and shall
cooperate  with  efforts  to prevent  such  disclosure.  The term  "confidential
information" includes, without limitation, information not


                                       47
<PAGE>


previously  disclosed to the public or to the trade by the Company's or Parent's
management  with  respect  to  the  Company's  or  Parent's,  or  any  of  their
affiliates' or subsidiaries',  products,  facilities, and methods, trade secrets
and other intellectual  property,  software,  source code, systems,  procedures,
manuals,  confidential reports,  product price lists, customer lists,  financial
information  (including the revenues,  costs, or profits  associated with any of
the Company's products),  business plans,  prospects, or opportunities but shall
exclude any information already in the public domain.

                  (b) The RIG Parties and their  affiliates on the one hand, and
the Jamison  Parties and their  affiliates on the other,  shall not disclose the
existence or terms of this  Agreement or the  transactions  contemplated  hereby
(whether or not in response to any inquiry) without the prior written consent of
the other  side;  provided,  however,  that the  parties  and  their  respective
affiliates  shall have the right to disclose in filings with the  Securities and
Exchange  Commission all information  relating to the transactions  contemplated
hereby required or deemed desirable to be disclosed in connection with the IPO.

         9.3 DAMAGES.  Because of the difficulty of measuring economic losses to
Parent as a result of a breach of the  foregoing  covenant,  and  because of the
immediate  and  irreparable  damage  that could be caused to Parent for which it
would have no other adequate remedy,  each Stockholder agrees that the foregoing
covenant  may be enforced by Parent in the event of breach by such  Stockholder,
by injunctions and restraining orders.

         9.4  REASONABLE  RESTRAINT.   The  parties  agree  that  the  foregoing
covenants in this Article IX impose a reasonable  restraint on each  Stockholder
in light of the  activities  and business of Parent on the date of the execution
of this  Agreement,  assuming the  completion of the  transactions  contemplated
hereby, and the current plans of Parent; but it is also the intent of Parent and
each  Stockholder  that such  covenants be construed  and enforced in accordance
with the changing  activities and business of Parent throughout the term of this
covenant.  The parties  further  agree that so long as a  Stockholder  is not an
employee of the Company,  in the event a Stockholder shall enter into a business
or pursue other activities not in competition with Parent or similar  activities
or business in locations the operation of which, under such circumstances,  does
not violate Section 9.1(a) or the terms of any employment agreement with Parent,
such Stockholder  shall not be chargeable with a violation of this Article IX if
Parent shall thereafter  enter the same,  similar or a competitive (a) business,
(b) course of activities or (c) location, as applicable.

         9.5  SEVERABILITY;  REFORMATION.  The  covenants in this Article IX are
severable and separate,  and the unenforceability of any specific covenant shall
not affect the  provisions  of any other  covenant.  Moreover,  in the event any
court  of  competent  jurisdiction  shall  determine  that  the  scope,  time or
territorial restrictions set forth are unreasonable, then it is the intention of
the parties that such  restrictions  be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.

         9.6 INDEPENDENT COVENANT. All of the covenants in this Article IX shall
be  construed  as an  agreement  independent  of any  other  provision  in  this
Agreement, and the existence of any claim


                                       48
<PAGE>


or cause of action of any Stockholder against Parent, whether predicated on this
Agreement or otherwise,  shall not  constitute a defense to the  enforcement  by
Parent of such covenants.  The parties expressly  acknowledge that the terms and
conditions of this Article IX are independent of the terms and conditions of any
other  agreements  including,  but not  limited  to, any  employment  agreements
entered into in connection with this Agreement.  It is specifically  agreed that
the period of two (2) years  stated at the  beginning  of this Article IX during
which the  agreements and covenants of the  Stockholder  made in this Article IX
shall be effective,  shall be computed by excluding  from such  computation  any
time during which the Stockholder is found by a court of competent  jurisdiction
to have been in  violation of any  provision  of this Article IX. The  covenants
contained  in  Article  IX shall  not be  affected  by any  breach  of any other
provision  hereof  by  any  party  hereto  and  shall  have  no  effect  if  the
transactions contemplated by this Agreement are not consummated.

         9.7 MATERIALITY. The Company and each Stockholder hereby agree that the
covenants  set forth in this Article IX are a material and  substantial  part of
the  transactions   contemplated  by  this  Agreement,   supported  by  adequate
consideration.


                                   ARTICLE X.

                                    GENERAL

         10.1 TERMINATION. This Agreement may be terminated at any time prior to
the Closing Date solely:

                  (a) by mutual consent of the boards of directors of Parent and
the Company; or

                  (b) by the Stockholders and the Company as a group, on the one
hand, or by Parent, on the other hand, if the Closing shall not have occurred on
or before May 25, 1998 and no alternative  pricing  methodology (as described in
Section 1.2(a)) has been agreed to; or

                  (c) by the Stockholders and the Company as a group, on the one
hand,  or by  Parent,  on the  other  hand,  if there is or has been a  material
breach,  failure to fulfill or default on the part of the other  party (with the
Stockholders  and the Company  deemed to be a single party for this  purpose) of
any of the  representations  and warranties  contained  herein or in the due and
timely  performance  and  satisfaction  of any of the  covenants,  agreements or
conditions  contained herein, and the curing of such default shall not have been
made or shall not reasonably be expected to occur before the Closing Date; or

                  (d) by the Stockholders and the Company as a group, on the one
hand, or by Parent,  on the other hand, if there shall be a final  nonappealable
order of a federal  or state  court in  effect  preventing  consummation  of the
transactions  contemplated  hereby;  or there shall be any action taken,  or any
statute,  rule  regulation  or order  enacted,  promulgated  or issued or deemed
applicable


                                       49
<PAGE>


to the transactions  contemplated  hereby by any governmental entity which would
make the consummation of the transactions contemplated hereby illegal.

         10.2     EFFECT OF TERMINATION.

                  (a) In the event of the termination of this Agreement pursuant
to Section 10.1 for a Qualifying  Purpose (defined below),  this Agreement shall
forthwith  become  ineffective,  and no party  hereto or any of their  officers,
directors or shareholders shall have any liability or obligation hereunder, and,
with respect to such  termination for a Qualifying  Purpose,  the parties hereby
release  and  covenant  and agree not to sue the other  parties  hereto  for any
Damages suffered, sustained or incurred for such termination.

                  (b) In the event of the termination of this Agreement pursuant
to  Section  10.1  for  other  than a  Qualifying  Purpose  (including,  without
limitation, termination by any party for the failure by the other party to close
the Transaction),  then this Agreement shall become ineffective except that: (i)
the provisions of Articles VIII and X and Section 9.2 shall remain in full force
and effect and survive any  termination  of this  Agreement  and (ii) each party
shall remain liable to the other for such breach of this Agreement  prior to its
termination.

                  (c) For  purposes  of this  Section  10.2:  (i) a  "Qualifying
Purpose"   means  an   "Equity   Shortfall,"   a  breach   of  the   "Qualifying
Representations,  Warranties or Covenants" or a "Non-Material  Breach";  (ii) an
"Equity  Shortfall"  means that the  underwriter has notified any of the parties
that it expects that the IPO will produce an implicit  valuation  for all of the
Parent's  equity (valued at the Share Price) of less than $75 million,  and none
of the RIG Parties has previously  given written  notice to the Jamison  Parties
(acting  in good  faith) of a  material  breach  of any of the  representations,
warranties,  covenants and agreements  that are not Qualifying  Representations,
Warranties  or  Covenants  or  are  other  than  Non-Material  Breaches;   (iii)
"Qualifying    Representations,    Warranties   or   Covenants"    means   those
representations,  warranties  and/or  covenants  set forth in Sections 3.10 (but
only to the extent of litigation that was unknown and not reasonably foreseeable
as of the date  hereof),  3.16(c)  (but only to the extent  relating to ordinary
wear and tear),  3.17 (but only to the extent of litigation that was unknown and
not reasonably foreseeable as of the date hereof),  3.22(g),  3.25(a),  3.27(a),
3.27(m),  3.28,  4.4(a),  4.4(b), 4.6 (but only to the extent of litigation that
was unknown and not reasonably foreseeable as of the date hereof), 4.8 (but only
to the extent of litigation  that was unknown and not reasonably  foreseeable as
of the date  hereof),  4.12(a),  5.6(a),  5.6(b),  5.6(e) and 5.7(k)  (provided,
however,  Sections 5.6(a), 5.6(b), 5.6(e) and 5.7(k) shall constitute Qualifying
Representations,   Warranties   or  Covenants   only  to  the  extent  that  the
Stockholders  had no  knowledge  of the  action(s)  giving  rise to the claim of
breach);   and  (iv)  a   "Non-Material   Breach"   means  any   breach  of  the
representations, warranties, covenants or agreements set forth herein that could
not reasonably be expected,  individually or in aggregate,  to be likely to lead
to the loss by any or all of the RIG  Parties,  on the one hand,  or the Jamison
Parties, on the other, of greater than $150,000.


                                       50
<PAGE>


         10.3  SUCCESSORS  AND  ASSIGNS.  This  Agreement  and the rights of the
parties  hereunder may not be assigned (except by operation of law) and shall be
binding  upon  and  shall  inure  to the  benefit  of the  parties  hereto,  the
successors  of  Parent,   and  the  heirs  and  legal   representatives  of  the
Stockholders.

         10.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement sets forth the
entire  understanding  of the parties  hereto with  respect to the  transactions
contemplated  hereby.  Each of the Schedules to this  Agreement is  incorporated
herein by this reference and expressly made a part hereof.  Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof,  whether written or oral, are superseded by this Agreement.  This
Agreement shall not be amended or modified  except by a written  instrument duly
executed by each of the parties  hereto,  or in accordance with Section 9.5. Any
extension or waiver by any party of any provision  hereto shall be valid only if
set forth in an instrument in writing signed on behalf of such party.

         10.5  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts  and any party  hereto may  execute any such  counterpart,  each of
which when executed and delivered shall be deemed to be an original,  and all of
which  counterparts  taken  together  shall  constitute  but one  and  the  same
instrument.

         10.6  BROKERS  AND  AGENTS.  The RIG  Parties on the one hand,  and the
Jamison  Parties on the other,  each  represent and warrant to the other that it
has not  employed  any  broker  or agent  in  connection  with the  transactions
contemplated  by this  Agreement  and agrees to indemnify  the other against all
losses,  damages or  expenses  relating  to or arising out of claims for fees or
commission  of any broker or agent  employed or alleged to have been employed by
such party.

         10.7 EXPENSES. The RIG Parties have and will pay the fees, expenses and
disbursements of their agents, representatives, accountants and counsel incurred
in connection with the subject matter of this Agreement.  The Stockholders  (and
not the Company) have and will pay the fees,  expenses and  disbursements of the
Stockholders,  the  Company,  and  their  agents,   representatives,   financial
advisers, accountants and counsel incurred in connection with the subject matter
of this Agreement,  including,  without limitation,  personal legal expenses and
underwriting  discounts  and fees  incurred in  connection  with the sale of the
Registered  Shares.   Notwithstanding  the  foregoing,  the  Company  shall  pay
reasonable  attorneys'  fees  not in  excess  of  thirty-five  thousand  dollars
($35,000) incurred by the Company in preparing the Company for the Transactions,
and the  RIG  Parties  shall  bear  the  expense  of  converting  the  financial
statements of the Company to the accrual  method of  accounting  and the cost of
the audits of the Company required to effect the IPO and the Post-Closing Audit.

         10.8 NOTICES.  Any notice,  request,  claim, demand,  waiver,  consent,
approval or other  communication  which is required or permitted hereunder shall
be in  writing  and shall be deemed  given if  delivered  personally  or sent by
telefax (with confirmation of receipt), by registered or certified mail, postage
prepaid, or by recognized courier service, as follows:


                                       51
<PAGE>



             If to Parent to:

                  Mr. Michael R. Klein, Chairman
                  Mr. Andrew Florance, President
                  Realty Information Group
                  7475 Wisconsin Avenue
                  Sixth Floor
                  Bethesda, Maryland 20814
                  (Telefax: (301) 718-2444)

                  with a required copy to:

                  Wilmer, Cutler & Pickering
                  2445 M Street, N.W.
                  Washington, D.C. 20037
                  Attn: Eric R. Markus, Esq.
                  (Telefax: (202) 663-6363)

         If to any Stockholder to:

                  Leslie Lees Jamison
                  725 Tanglewood Trail, N.W.
                  Atlanta, Georgia  30327
                  (Telefax: (404) 256-3486)

                  with a required copy to:

                  Cushing, Morris, Armbruster & Jones, LLP
                  2110 Peachtree Center
                  International Tower 
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia 30303
                  Attn:  Roy M. Jones
                  (Telefax: (404) 658-9865)

or to such other  address  as the person to whom  notice is to be given may have
specified in a notice duly given to the sender as provided herein.  Such notice,
request, claim, demand, waiver,  consent,  approval or other communication shall
be deemed to have been given as of the date so delivered,  telefaxed,  mailed or
dispatched  and, if given by any other  means,  shall be deemed  given only when
actually received by the addressees.


                                       52

<PAGE>




         10.9     GOVERNING LAW.

                  (a)  This  Agreement  shall  be  governed  by  and  construed,
interpreted and enforced in accordance with the laws of Delaware

                  (b) Any disputes  arising out of, in  connection  with or with
respect to this  Agreement,  the  subject  matter  hereof,  the  performance  or
non-performance  of  any  obligation  hereunder,  or  any  of  the  transactions
contemplated  hereby   ("Disputes")  that  seek  specific   performance  of  any
obligations  hereunder or injunctive  relief may be  adjudicated in any court of
competent civil jurisdiction.

                  (c) Except as provided in Section 10.9(b),  all Disputes shall
be resolved by binding  arbitration  administered  by the  American  Arbitration
Association  ("AAA") and, except as expressly provided in this Agreement,  shall
be conducted in accordance  with the Expedited  Procedures  under the Commercial
Arbitration  Rules of the AAA,  as such rules may be  amended  from time to time
(the "Rules").

                           (i)  The  hearing   locale  shall  be  determined  in
accordance with the Rules. A single, neutral arbitrator (the "Arbitrator") shall
be appointed by the AAA, within thirty (30) days after an Arbitrated  Dispute is
submitted  for  arbitration  under this  Section  10.9(c),  to preside  over the
arbitration and resolve the Dispute.  The Arbitrator  shall be selected from the
AAA's  Commercial  Panel, and shall be qualified to practice law in at least one
jurisdiction  in the United States and have expertise in the  interpretation  of
commercial contracts.  The parties shall have ten (10) days to object in writing
to the appointment of the Arbitrator, the sole basis for such objection being an
actual conflict of interest.  The AAA, in its sole  discretion,  shall determine
within ten (10) days the  validity of any  objection to the  appointment  of the
Arbitrator based on an actual conflict of interest.

                           (ii) The Arbitrator's decision (the "Decision") shall
be binding,  and the  prevailing  party may enforce the Decision in any court of
competent jurisdiction.

                           (iii) The  parties  shall use their  best  efforts to
cooperate with each other in causing the  arbitration to be held in as efficient
and expeditious a manner as practicable, including but not limited to, providing
such documents and making  available  such of their  personnel as the Arbitrator
may request,  so that the Decision may be reached timely.  The Arbitrator  shall
take  into  account  the  parties'  stated  goal  of  expedited  proceedings  in
determining  whether to authorize discovery and, if so, the scope of permissible
discovery and other hearing and pre-hearing procedures.

                           (iv) The authority of the Arbitrator shall be limited
to deciding liability for, and the proper amount of, a Claim, and the Arbitrator
shall have no authority to award punitive  damages.  The  Arbitrator  shall have
such powers and establish such  procedures as are provided for in the Rules,  so
long as such powers and procedures are consistent  with this Section 10.9(c) and
are necessary to resolve the Dispute  within the time periods  specified in this
Agreement. The Arbitrator


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<PAGE>


shall render a Decision within sixty (60) days after being appointed to serve as
Arbitrator,  unless the  parties  otherwise  agree in writing or the  Arbitrator
makes a finding  that a party has carried the burden of showing good cause for a
longer period.

         10.10  SEVERABILITY.   If  any  provision  of  this  Agreement  or  the
application   thereof  to  any  person  or  circumstances  is  held  invalid  or
unenforceable in any jurisdiction,  the remainder hereof, and the application of
such provision to such person or circumstances in any other jurisdiction,  shall
not be affected thereby,  and to this end the provisions of this Agreement shall
be severable.  The preceding  sentence is in addition to and not in place of the
severability provisions in Section 9.5.

         10.11 ABSENCE OF THIRD PARTY  BENEFICIARY  RIGHTS. No provision of this
Agreement is intended,  nor will any provision be interpreted,  to provide or to
create any third party beneficiary rights or any other rights of any kind in any
client,  customer,  affiliate,  shareholder,  employee  or  partner of any party
hereto or any other person or entity.

         10.12 MUTUAL  DRAFTING.  This  Agreement  is the mutual  product of the
parties  hereto,  and each  provision  hereof  has been  subject  to the  mutual
consultation, negotiation and agreement of each of the parties, and shall not be
construed for or against any party hereto.

         10.13   FURTHER   REPRESENTATIONS.   Each   party  to  this   Agreement
acknowledges  and  represents  that it has  been  represented  by its own  legal
counsel in connection with the transactions contemplated by this Agreement, with
the  opportunity  to seek advice as to its legal rights from such counsel.  Each
party further  represents that it is being  independently  advised as to the tax
consequences  of the  transactions  contemplated  by this  Agreement  and is not
relying on any  representation  or statements made by the other party as to such
tax consequences.

                           [EXECUTION PAGE FOLLOWING]


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<PAGE>


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

REALTY INFORMATION GROUP                 JAMISON RESEARCH, INC.                 
(DELAWARE), INC.                                                                
                                                                                
                                         
By:                                      By:      
         ------------------------------           ------------------------------
         Name:                                    Name:                         
         Title:                                   Title:                        
                                         


REALTY INFORMATION GROUP,                STOCKHOLDERS:                        
INC.                                                                          
                                                                              
                                         ----------------------------------   
By:                                      Henry D. Jamison, IV                 
         ------------------------------
         Name:                                                                
         Title:                                                               
                                         ----------------------------------   
                                         Leslie Lees Jamison                  
                                         


REALTY INFORMATION GROUP, L.P.


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


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