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Asset Purchase Agreement - Berdy Medical Systems Inc. and Ramp Corp.

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                            ASSET PURCHASE AGREEMENT

                                 by and between



                          BERDY MEDICAL SYSTEMS, INC.,
                             a Delaware corporation
                          d/b/a Berdy Medical Systems,

                                       and

                                RAMP CORPORATION,
                             a Delaware corporation










<PAGE>





                                                 Table of Contents
                                                 -----------------

                                                                                                               Page
                                                                                                               ----


                                                                                                           
ARTICLE 1         CERTAIN DEFINITIONS.............................................................................1


ARTICLE 2         SALE AND PURCHASE OF THE PURCHASED ASSETS.......................................................1

         2.1      Purchase of the Purchased Assets................................................................1
         2.2      No Assumption of Excluded Liabilities...........................................................3
         2.3      Purchase Price..................................................................................5
         2.4      Deferred Consideration..........................................................................5
         2.5      Allocation of Purchase Price....................................................................5
         2.6      Delivery and Assignment of Purchased Assets; Attorney-in-Fact...................................5
         2.7      Legending of Securities.........................................................................6

ARTICLE 3         CLOSING.........................................................................................7

         3.1      The Closing.....................................................................................7
         3.2      Deliveries of the Seller........................................................................7
         3.3      Deliveries of the Purchaser.....................................................................8

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF  THE SELLER...................................................9

         4.1      Organization; Good Standing.....................................................................9
         4.2      Authority; Enforceability.......................................................................9
         4.3      Capitalization..................................................................................9
         4.4      No Conflict....................................................................................10
         4.5      Litigation; Compliance with Law................................................................10
         4.6      Consents/Bulk Sales............................................................................10
         4.7      Financial Statements...........................................................................11
         4.8      Absence of Undisclosed Liabilities.............................................................11
         4.9      Taxes..........................................................................................11
         4.10     Title to Purchased Assets......................................................................12
         4.11     Fixed Assets...................................................................................12
         4.12     Intellectual Property Matters..................................................................13
         4.13     Material Agreements............................................................................13
         4.14     Customers and Suppliers........................................................................14
         4.15     Inventory......................................................................................15
         4.16     Accounts Receivable............................................................................15
         4.17     Authorizations.................................................................................15
         4.18     Environmental Matters..........................................................................15
         4.19     Related Parties................................................................................16
         4.20     Improper or Unlawful Payments..................................................................16
         4.21     No Brokers.....................................................................................17
         4.22     Product Warranties; Returns....................................................................17
         4.23     Insurance......................................................................................17


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<PAGE>


                                                 Table of Contents
                                                 -----------------
                                                    (continued)

                                                                                                               Page
                                                                                                               ----

         4.24     Real Property..................................................................................17
         4.25     Employees; Employee Benefits...................................................................17
         4.26     Affiliated Party Transactions..................................................................19
         4.27     Bank Accounts..................................................................................19
         4.28     Debt...........................................................................................19
         4.29     Investment Undertaking.........................................................................19
         4.30     Review of SEC Forms............................................................................20
         4.31     No Misstatements or Omissions..................................................................20
         4.32     No Fiduciary Relationship, Etc.................................................................20

ARTICLE 5         REPRESENTATIONS AND WARRANTIES OF THE PURCHASER................................................22

         5.1      Organization; Good Standing....................................................................22
         5.2      Authority; Enforceability......................................................................22
         5.3      No Conflict....................................................................................22
         5.4      Litigation.....................................................................................22
         5.5      Consents.......................................................................................22
         5.6      Issuance of Purchaser Common Stock.............................................................23
         5.7      No Brokers.....................................................................................23

ARTICLE 6         COVENANTS......................................................................................23

         6.1      Further Assurances.............................................................................23
         6.2      Transfer and Retention of Records..............................................................23
         6.3      Employee Matters...............................................................................23
         6.4      Tax Matters....................................................................................24
         6.5      Name Changes...................................................................................24
         6.6      Purchase of Insurance "Tail"...................................................................24
         6.7      Publicity......................................................................................24
         6.8      Collection of Accounts Receivable..............................................................25

ARTICLE 7         CONFIDENTIALITY; NONSOLICITATION AND NON-COMPETITION COVENANTS.................................26

         7.1      Confidentiality; Non-Competition; Nonsolicitation..............................................26
         7.2      Remedies.......................................................................................27
         7.3      Independence of Agreements.....................................................................27
         7.4      Enforceability.................................................................................28

ARTICLE 8         INDEMNIFICATION................................................................................28

         8.1      Survival of Representations and Warranties.....................................................28
         8.2      Indemnification by the Seller..................................................................28
         8.3      Indemnification by the Purchaser...............................................................29
         8.4      Indemnification Procedures - Third-Party Claims................................................29



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                                                 Table of Contents
                                                 -----------------
                                                    (continued)

                                                                                                               Page
                                                                                                               ----

         8.5      Procedure for Indemnification - Direct Indemnification Claims..................................31
         8.6      Right to Indemnification Not Affected by Knowledge or Waiver...................................31
         8.7      Time Limitations...............................................................................32
         8.8      Limitations on Amount..........................................................................32
         8.9      Right To Set-off Against the Consideration Shares..............................................33
         8.10     Arbitration with Respect to Set-Off Rights.....................................................33

ARTICLE 9         MISCELLANEOUS..................................................................................34

         9.1      Expenses.......................................................................................34
         9.2      Amendment......................................................................................34
         9.3      Entire Agreement...............................................................................34
         9.4      Waiver.........................................................................................34
         9.5      Notices........................................................................................34
         9.6      Governing Law; Jurisdiction....................................................................35
         9.7      Severability...................................................................................36
         9.8      Binding Effect; Assignment.....................................................................36
         9.9      Headings.......................................................................................36
         9.10     Third Parties..................................................................................36
         9.11     Counterparts...................................................................................37













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<PAGE>


                            ASSET PURCHASE AGREEMENT

      ASSET PURCHASE AGREEMENT dated as of October 18, 2004 (this  "Agreement"),
by and between BERDY MEDICAL SYSTEMS,  INC., a Delaware  corporation d/b/a Berdy
Medical Systems (the "Seller") and Ramp Corporation, a Delaware corporation (the
"Purchaser").

      WHEREAS,   the  Seller  owns  the   SmartClinic(R),   SmartVoice(R),   and
SmartGist(R)  point-of-care  software technologies and other assets which, among
other things, enable off-line device utilization, interoperability,  integration
with facility based and reference labs, speech  recognition and natural language
processing of patient data and medical records (the "Business").

      WHEREAS, the Seller desires to sell and transfer to the Purchaser, and the
Purchaser desires to purchase and acquire from the Seller,  substantially all of
the assets, properties and rights of the Seller that are used in, or are related
to,  the  Business,  all upon the  terms  and  provisions,  and  subject  to the
conditions set forth herein.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained  herein,  and other good and valuable  consideration,  the receipt and
legal adequacy of which is acknowledged, the parties agree as follows:

                                    ARTICLE 1

                               CERTAIN DEFINITIONS
                               -------------------

      The terms  defined in Appendix I attached  hereto,  whenever  used in this
Agreement  (including,  without limitation,  the exhibits and schedules attached
hereto), shall have the meanings given to them in Appendix I.

                                    ARTICLE 2

                    SALE AND PURCHASE OF THE PURCHASED ASSETS
                    -----------------------------------------

      2.1 Purchase of the Purchased Assets.  At the Closing,  upon the terms and
provisions   and  subject  to  the  conditions   hereof,   and  based  upon  the
representations, warranties, covenants and agreements of the Seller contained in
this Agreement and the Seller Documents and the exhibits and schedules  attached
hereto and thereto, the Seller shall sell, transfer,  assign, convey and deliver
to the Purchaser,  and the Purchaser shall purchase and acquire from the Seller,
free and clear of all Liens, all of the right,  title and interest of the Seller
in and to the assets of the Seller  utilized in, or  necessary  to conduct,  the
Business,  wherever located and however situated  (collectively,  the "Purchased
Assets"). Without limiting the foregoing, the Purchased Assets shall include:

                (i) all cash, cash equivalents and marketable  securities of the
        Seller;

                (ii) all prepaid expenses of the Seller;


<PAGE>


                (iii) all security deposits of the Seller;

                (iv) all of the Inventory of the Seller;

                (v) all of the  Accounts  Receivable,  notes and  other  amounts
        receivable and the proceeds of any of the foregoing (including,  without
        limitation,  all rebates or vendor  reimbursements due from any supplier
        or vendor or buying  association with respect to the period prior to the
        Closing);

                (vi) all of the  Intellectual  Property Rights (and all goodwill
        associated  therewith,  if  any)  related  to or  used  in the  Business
        including,   without   limitation,   the  trademarks   "SmartClinic(R)",
        "SmartVoice(R)", "SmartGist(R)", trade names, and any and all trademarks
        and  trademark  applications  of the  Seller,  and  any  derivatives  or
        combinations thereof;

                (vii) all right,  title and interest of the Seller in and to the
        Intangibles;

                (viii) all of the  Seller's  books and  records  relating to the
        Business,  the Purchased Assets and the Assumed  Liabilities  (excluding
        the equity ownership records and minute books of the Seller)  including,
        without  limitation:  quality control  records;  records relating to the
        Authorizations;  records  relating to the adoption and use of any of the
        Intellectual  Property  Rights;   specifications;   sales;   purchasing;
        rebates;  customer lists;  vendors;  suppliers;  product  registrations;
        mailing  lists;  advertising  materials;  catalogs  (digital and print);
        market research data;  promotional and marketing  materials (digital and
        print);  print,  radio and  television  commercials;  label and shipping
        carton dies; designs; films; artwork; photography; mechanical art; color
        separations;  prints,  plates and  graphic  material;  and all files and
        correspondence related to any of the foregoing;

                (ix) all right,  title and  interest  of the Seller to the Fixed
        Assets owned by the Seller;

                (x) the Material Agreements;

                (xi)  all  governmental  approvals,  authorizations,   consents,
        licenses,  orders,  franchises,  and other  permits of any  Governmental
        Entity owned,  held,  or utilized by the Seller in  connection  with the
        Business, including the Authorizations;

                (xii) all raw materials, work in process, supplies, spare parts,
        tooling and shipping and packaging materials;

                (xiii) the exclusive right of the Purchaser to represent  itself
        as carrying on the Business in continuation thereof, including, without


                                      -2-
<PAGE>


        limitation, all telephone,  facsimile, and customer service or 800 phone
        numbers;

                (xiv) all  manufacturer  warranties  provided to the Seller with
        respect to any items which are part of the Purchased Assets; and

                (xv) all goodwill and all other rights,  properties,  and assets
        of any kind or character  whatsoever  directly or indirectly relating to
        the conduct of the  Business,  whether  tangible or  intangible,  owned,
        licensed, or held by the Seller, including, without limitation, the full
        benefit  of all third  party  representations,  warranties,  guarantees,
        indemnities,  undertakings,  certificates, covenants, agreements and any
        similar or related documents and all security received by the Seller for
        the purchase or other  acquisition of any part of the Purchased  Assets,
        except to the extent such rights,  properties,  or assets are  expressly
        excluded by the terms of this Agreement.

      2.2 No Assumption of Excluded Liabilities. The Purchaser shall not assume,
or have any liability, responsibility or obligation, directly or indirectly, for
any  liability,  responsibility  or obligation of the Seller or which in any way
relate to or arise from the Business, the Purchased Assets or otherwise (whether
known or unknown,  fixed or  contingent,  matured or unmatured)  (the  "Excluded
Liabilities"),  and all such Excluded Liabilities shall at and after the Closing
remain the sole and  exclusive  responsibility  of the  Seller  except for those
obligations  and  liabilities  of the Seller to be paid or  performed  after the
Closing Date under the Material Agreements (the "Assumed Liabilities").  Without
limiting the generality of the foregoing, the Excluded Liabilities shall include
without limitation:

                (i) all costs and  expenses  incurred by the Seller  incident to
        its  negotiation  and  preparation of this Agreement and its performance
        and compliance with the agreements and conditions contained herein;

                (ii)  any and  all  liabilities  and  obligations  for  accounts
        payable,  indebtedness,  loans, lines of credit,  advances,  capitalized
        lease  obligations,  real property leases,  equipment leases,  machinery
        leases or other personal property leases and accrued expenses;

                (iii)  all  liabilities  or  obligations  in  respect  of  Taxes
        (whether  imposed on the Seller,  shareholders of the Seller,  or any of
        their Affiliates)  arising with respect to the Business or the Purchased
        Assets on or  before  the  Closing  Date,  or the sale of the  Purchased
        Assets  to the  Purchaser,  including  sales or other  transfer  Tax and
        payroll tax, whenever such Taxes become due or payable;

                (iv) all liabilities and obligations,  including damages, fines,
        and penalties, with respect to pending or threatened litigation,  suits,
        claims,  demands,  or  investigations  or  proceedings  by  Governmental
        Authorities to



                                      -3-
<PAGE>


        the  extent  they  relate  to or arise  from  occurrences,  actions,  or
        non-actions prior to the Closing Date;

                (v)  all  liabilities  or  obligations   imposed  by  any  Legal
        Requirement  or  associated  with,  arising  out of or arising  from (i)
        noncompliance by the Seller with any Legal Requirement,  including,  but
        not limited to, those relating to employment practices and Environmental
        Requirements  prior to the Closing Date, (ii) the occupancy,  operation,
        use or control of any of the property of the Seller prior to the Closing
        Date, or (iii) the operation of the Business prior to the Closing Date;

                (vi)  all  claims,   demands,   liabilities,   obligations,   or
        litigation of any nature whatsoever  arising out of or based upon events
        occurring  or  conditions  existing on or before the Closing  Date which
        relate to products sold or services performed by the Seller on or before
        the  Closing  Date  (including,  without  limitation,  product  returns,
        credits and exchanges relating to sales of products prior to the Closing
        Date or any other  action or inaction of the  Seller),  whether  founded
        upon  negligence,  breach of warranty,  strict  liability in tort and/or
        other legal theory seeking  compensation  or recovery for or relating to
        injury to persons or damage to property,  notwithstanding  that the date
        on which the injury, claim, demand,  liability,  or obligation was or is
        either before or after the Closing Date;

                (vii) all claims, demands, obligations or liabilities, including
        the cost and expenses of defense thereof,  whether arising out of, based
        upon,  or related  to  workers'  compensation  or  employer's  liability
        claims,  negligence,  strict liability in tort and/or other legal theory
        seeking  compensation  and/or  recovery  and arising out of injuries and
        occupational  diseases sustained by employees of the Seller on or before
        the Closing Date;

                (viii) all  liabilities  and  obligations  arising  prior to the
        Closing Date, of any contract, engagement, or commitment,  including the
        Material Agreements;

                (ix) all wages,  compensation,  premiums  for medical and health
        insurance, severance premiums, accrued vacation or sick days relating to
        the  employees  of the  Seller  accruing  or  arising on or prior to the
        Closing Date; and

                (x) all costs,  expenses,  and other liabilities associated with
        the Seller's employees,  including without limitation,  all liabilities,
        debts, and obligations  relating to any employee  deferred  compensation
        profit sharing plans and savings and stock  ownership  plans and pension
        or  retirement  plans,  health,  and other  employee  plans,  including,
        without limitation, any defined benefit pension plan or 401(k) plan.



                                      -4-
<PAGE>

      2.3 Purchase Price. In consideration for the sale,  transfer,  assignment,
conveyance and delivery to the Purchaser of the Purchased Assets (free and clear
of any and all Liens) and the  representations  and  warranties,  covenants  and
agreements  of the Seller set forth herein and in the Seller  Documents and upon
the terms and  subject  to the  conditions  contained  herein,  at  Closing  the
Purchaser  shall issue and deliver to the Seller an  aggregate  number of shares
(the  "Consideration  Shares") of the Purchaser's  common stock, par value $.001
per share  ("Common  Stock"),  equal to the quotient of $400,000  divided by the
Market  Value of the Common Stock (as defined  below)  ("Purchase  Price").  For
purposes of this Section 2.3,  "Market Value of the Common Stock" shall be equal
to the  volume-weighted  average  closing bid price per share of Common Stock as
quoted on the American Stock Exchange for the five (5) trading days  immediately
preceding the Closing Date.

      2.4 Deferred Consideration.  As additional  consideration for the purchase
and sale of the Purchased Assets, at Closing,  Seller, Purchaser and the Secured
Creditors (as defined herein) shall enter into an escrow  agreement (the "Escrow
Agreement"),  in the form of  Exhibit  A  attached  hereto,  pursuant  to which,
subject  to  any  set  off  rights   contained  in  the  Escrow   Agreement  for
indemnification claims under this Agreement, Purchaser shall agree to deliver to
the escrow agent the amount equal to five percent (5%) of all  maintenance  fees
collected  by  the  Purchaser  solely  in  connection  with  the  SmartClinic(R)
electronic  medical  records  system  business  during  the two (2) year  period
commencing on the Closing Date and terminating on the second  anniversary of the
Closing Date.

      2.5  Allocation of Purchase  Price.  The Purchase  Price for the Purchased
Assets and the amount of the Assumed  Liabilities  shall be allocated  among the
Purchased  Assets sold,  transferred,  assigned  and  conveyed  pursuant to this
Agreement,  in the manner set forth on Schedule 2.5 attached hereto.  Each party
shall treat the purchase and sale pursuant to this Agreement  consistently  with
such allocations for all purposes,  including,  without limitation,  determining
any Taxes and filing its Form 8594, and shall not take any position inconsistent
therewith, whether on a Tax Return, before a Governmental Entity or any judicial
or other proceeding. In the event the allocation is disputed by any Governmental
Entity,  the party  receiving  notice of such dispute shall promptly  notify and
consult with the other parties  concerning the  resolution of such dispute,  and
shall keep the other  parties  apprised  of the status of such  dispute  and the
resolution  thereof.  For purposes of the preparation of Form 8594, each party's
name,  address and taxpayer  identification  number is set forth on Schedule 2.5
attached hereto.

      2.6 Delivery and Assignment of Purchased Assets; Attorney-in-Fact.
          -------------------------------------------------------------

          (a) The Purchased  Assets are physically  located at the locations set
forth on Schedule 2.6 hereof.  At or  immediately  following  the  Closing,  the
Seller will put the Purchaser into full physical possession and enjoyment of the
Purchased Assets by delivery of the Purchased Assets to a location designated by
the  Purchaser.  With respect to the Purchased  Assets that cannot be physically
delivered to the Purchaser  because they are in the  possession of third parties
or otherwise,  the Seller shall give  irrevocable  instructions  to the party in
possession  thereof,  immediately  following  the  Closing,  with  copies to the
Purchaser,  that all right,  title, and interest therein have been vested in the
Purchaser and that the same are to be held for the Purchaser's exclusive use and
benefit.



                                      -5-
<PAGE>


          (b) To the extent that the  assignment  by the Seller to the Purchaser
of any Material  Agreement or other contract,  agreement,  instrument,  license,
understanding,  or arrangement to be assigned to the Purchaser  hereunder  shall
require the consent of a party other than the Seller,  including those set forth
on Schedule  4.6,  which has not been  obtained  prior to the Closing and if the
Seller and the Purchaser shall nevertheless elect to consummate the transactions
contemplated by this Agreement, this Agreement shall not constitute an agreement
to  assign  the same if an  attempted  assignment  without  such  consent  would
constitute  a breach  thereof  unless  the  Purchaser  before,  at, or after the
Closing elects in a writing  delivered to the Seller,  specifically  identifying
such absent consent, to waive such consent.

          (c) All costs and expenses  incurred in connection with the assignment
and transfer of the Purchased  Assets  (including,  but not limited to,  amounts
required to be paid in order to obtain  necessary  consents for such assignments
and transfers) shall be borne solely by the Seller.

          (d) The Seller hereby constitutes and appoints the Purchaser,  and its
successors and permitted assigns,  the true and lawful  attorneys-in-fact of the
Seller with full power of substitution, in the name of the Purchaser or the name
of the Seller, on behalf of and for the benefit of the Purchaser, to collect all
accounts  receivable  included within the Purchased Assets and other items being
transferred,  conveyed and  assigned to the  Purchaser  as provided  herein,  to
endorse, without recourse, checks, notes and other instruments included with the
Purchased  Assets in the name of the Seller for the  purpose of  collection,  to
institute and prosecute, in the name of the Seller or otherwise, all proceedings
which the Purchaser  may deem proper in order to collect,  assert or enforce any
claim,  right  or  title  of  any  kind  in or to  the  Purchased  Assets  being
transferred,  conveyed  and  assigned  as  provided  herein  and to  defend  and
compromise or settle any and all actions, suits or proceedings in respect of any
of such  Purchased  Assets and Assumed  Liabilities  and to do all such acts and
things in  relation  thereto as the  Purchaser  may deem  advisable  in its sole
discretion;  provided,  however,  that  Purchaser  shall  have no  authority  to
compromise or settle any claim relating to the collection of any of the accounts
receivable  except in  accordance  with the  provisions  of Section  6.8 of this
Agreement.  The Seller  acknowledges  and agrees that the  foregoing  powers are
coupled with an interest and shall be  irrevocable.  The Seller  further  agrees
that the  Purchaser  shall  retain for its own  account  any  amounts  collected
pursuant to the foregoing powers, and the Seller and its Affiliates shall pay to
the Purchaser,  if and when received, any amounts which shall be received by the
Seller or its Affiliates after the Closing in respect of the Purchased Assets to
be transferred, conveyed and assigned to the Purchaser as provided herein.

      2.7 Legending of Securities.  Each  certificate for Purchaser Common Stock
to be  issued to the  Seller  as part of the  Consideration  Shares  shall  bear
substantially the following legend:

          "THE SHARES OF COMMON STOCK  REPRESENTED BY THIS CERTIFICATE
          HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
          AS  AMENDED  (THE  "SECURITIES  ACT"),  AND MAY NOT BE SOLD,
          ASSIGNED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE  TRANSFERRED
          WITHOUT SUCH



                                 -6-
<PAGE>

          REGISTRATION  UNDER  THE  SECURITIES  ACT  OR  AN  EXEMPTION
          THEREFROM."

                                    ARTICLE 3

                                     CLOSING
                                     -------

      3.1 The Closing.  The closing of the  purchase  and sale of the  Purchased
Assets hereunder and the other transactions  contemplated hereby (the "Closing")
shall take place on October 18, 2004 (the  "Closing  Date").  The Closing  shall
take place at the offices of Jenkens & Gilchrist Parker Chapin,  LLP, counsel to
the Purchaser.

      3.2  Deliveries  of the  Seller.  At the Closing and subject to the terms,
provisions and conditions  contained  herein,  the Seller shall take all actions
and do all things necessary to sell,  transfer,  assign,  convey and deliver the
Purchased  Assets to the Purchaser,  free and clear of any and all Liens, and to
consummate the transactions contemplated hereby, including,  without limitation,
delivery or causing to be delivered to the Purchaser the following:

          (a) Bill of Sale,  Assignment and  Assumption  Agreement (the "Bill of
Sale"),  in the form of  Exhibit  B  attached  hereto,  with full  covenants  of
warranty as to the good and  indefeasible  title of the Seller in the  Purchased
Assets  covered  thereby,  necessary  to sell,  transfer  and  assign all of the
Seller's  right,  title and interest in and to the  Purchased  Assets,  free and
clear of any and all Liens;

          (b) such instruments of sale,  assignment,  transfer and conveyance as
the Purchaser may request in order to record the sale, assignment,  transfer and
conveyance  of any of the  Intellectual  Property  Rights with the United States
Patent and Trademark  Office,  the United States  Copyright Office and any other
Governmental Entity, domestic or foreign;

          (c) the employment agreement between HealthRamp,  Inc., a wholly owned
subsidiary  of the  Purchaser  ("HealthRamp")  and Dr.  Jack Berdy  (the  "Berdy
Employment Agreement"), executed by Dr. Berdy;

          (d) the employment agreement between HealthRamp and Mr. Rich Holtmeier
(the "Holtmeier Employment Agreement"), executed by Mr. Holtmeier;

          (e) the Escrow  Agreement,  in the form of Exhibit A,  executed by the
Seller  and  each  of  the  secured   creditors  of  the  Seller  (the  "Secured
Creditors");

          (f) a certificate of good standing of the Seller, dated as of a recent
date, from the Secretary of State of the State of Delaware;

          (g) a  certificate,  dated as of the  Closing  Date,  executed  by the
Secretary of the Seller  certifying that attached thereto are (i) true,  correct
and  complete  copies of the  Certificate  of  Incorporation  and by-laws of the
Seller;  (ii) true, correct and complete copy of the resolutions  adopted by the
Board of Directors and the stockholders of the Seller authorizing the execution,
delivery and  performance  of this  Agreement  and the Seller  Documents and the


                                 -7-
<PAGE>


consummation of the transactions  contemplated hereby and thereby; and (iii) the
incumbency of the officers of the Seller executing this Agreement and the Seller
Documents;

          (h) copies of all consents  listed on Schedule 4.6 attached hereto and
all  Authorizations  necessary or required to be obtained in order to consummate
the transactions contemplated hereby;

          (i) evidence  reasonably  satisfactory to the Purchaser of the payment
by the  Seller  of all  Taxes,  if any,  based  upon or  relating  to the  sale,
assignment, conveyance and transfer of the Purchased Assets to the Purchaser and
the consummation of the transactions contemplated hereby;

          (j) evidence of filing of such Uniform  Commercial Code termination of
financing  statements and such other  termination and release  agreements as are
required in order to sell, transfer, assign, convey and deliver to the Purchaser
all rights,  title and  interest of the Seller in and to the  Purchased  Assets,
free and clear of all Liens, including, without limitation, consents and release
of any Liens from each of the Secured Creditors;

          (k) all of the Seller's  books,  records and other data and  materials
contemplated by Section 2.1 of this Agreement

          (l) Agreement,  Termination and Release (the  "Agreement,  Termination
and Release") in  substantially  the form attached hereto as Exhibit C from each
of the secured creditors of Seller; and

          (m) such other  certificates,  documents,  receipts and instruments as
the Purchaser or its legal counsel may reasonably request.

      3.3 Deliveries of the Purchaser.  At the Closing and subject to the terms,
provisions and conditions  contained  herein,  the Purchaser  shall deliver,  or
cause to be delivered, to the Seller the following:

          (a) a stock certificate  representing the Consideration  Shares issued
to the Seller;

          (b) the Berdy Employment Agreement, executed by HealthRamp;

          (c) the Holtmeier Employment Agreement, executed by HealthRamp;

          (d) the Escrow Agreement, executed by the Purchaser;

          (e) a  certificate  of good standing of the  Purchaser,  dated as of a
recent date, from the Secretary of State of the State of Delaware;

          (f) a  certificate  dated  as of the  Closing  Date,  executed  by the
Secretary of the  Purchaser  certifying  that  attached  thereto is: (i) a true,
correct and complete copy of the Certificate of Incorporation and by-laws of the
Purchaser;  (ii) a true, correct and complete copy of the resolutions adopted by
the board of directors of the Purchaser authorizing the execution,



                                 -8-
<PAGE>

delivery and  performance of this Agreement and the Purchaser  Documents and the
consummation of the transactions  contemplated hereby and thereby; and (iii) the
incumbency of the officers of the  Purchaser  executing  this  Agreement and the
Purchaser Documents;

          (g) a letter from the American Stock Exchange approving the listing of
the Consideration Shares on the American Stock Exchange; and

          (h) such other  certificates,  documents and instruments as the Seller
or its legal counsel may reasonably request.

                                   ARTICLE 4

                        REPRESENTATIONS AND WARRANTIES OF
                                   THE SELLER
                                   ----------

      The Seller hereby represents and warrants to the Purchaser as follows:

      4.1  Organization;  Good  Standing.  The  Seller  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  and has the  power and  authority  to own and  lease  its  assets  and
properties and to conduct the Business as it is now being conducted.  The Seller
is qualified to do business as a foreign company in all  jurisdictions  where it
is required to be qualified,  except those jurisdictions  whereby the failure to
qualify would not have a Material Adverse Effect.

      4.2  Authority;  Enforceability.  The Seller has the  corporate  power and
authority  to  execute,  deliver  and  perform  this  Agreement  and  all  other
agreements,  certificates and documents executed or delivered, or to be executed
or delivered,  by the Seller in connection herewith  (collectively,  the "Seller
Documents"), and to consummate the transactions contemplated hereby and thereby.
The  execution,  delivery  and  performance  of this  Agreement  and the  Seller
Documents  by the Seller has been duly  authorized  by all  necessary  corporate
action  on the  part of the  Seller.  This  Agreement  and  each  of the  Seller
Documents have been duly executed and delivered by the Seller and this Agreement
and each of the Seller  Documents  constitute  (or,  in the case of certain  the
Seller Documents,  when executed and delivered will constitute) the legal, valid
and  binding  obligations  of the  Seller,  enforceable  against  the  Seller in
accordance with their respective terms.

      4.3 Capitalization.  The Seller has ___ shares of authorized capital stock
consisting  of  ___  shares  of  common  stock,  ___ of  which  are  issued  and
outstanding,  and  consisting of _____ shares of preferred  stock,  _________ of
which are issued and  outstanding.  The Seller has no outstanding (i) securities
or instruments  convertible  into or exercisable for any of the capital stock or
other equity interests of the Seller; (ii) options,  warrants,  subscriptions or
other rights to acquire  capital stock or other equity  interests of the Seller;
or (iii)  commitments,  agreements  or  understandings  of any  kind,  including
employee  benefit  arrangements,  relating to the issuance or  repurchase by the
Seller of any of its capital stock or other equity interests, or any instruments
convertible or exercisable for any such  securities or any options,  warrants or
rights to acquire such securities.



                                      -9-
<PAGE>


      4.4 No Conflict.  Except to the extent  required  under  Schedule 4.6, the
execution,  delivery and performance of this Agreement and the Seller  Documents
by the Seller and the consummation of the transactions  contemplated  hereby and
thereby do not and will not (i) violate or conflict  with any  provision  of the
Certificate  of  Incorporation  or the  by-laws  of the  Seller;  (ii)  violate,
conflict  with,  result in a breach of or constitute  (with or without notice or
lapse of time or both) a default  under,  give  rise to a right of  termination,
amendment or cancellation of, accelerate the performance  required by, or result
in any payment under, any Material Agreement, instrument or other writing of any
nature  whatsoever to or by which the Seller is a party or is bound, or by which
any of the Purchased Assets or the Business is subject; (iii) violate,  conflict
with or result in a breach of any Legal  Requirement  applicable  to the Seller;
(iv) result in the creation of any Lien on any of the Purchased  Assets;  or (v)
render void or create a right of amendment,  termination or rescission under any
Material  Agreement  or other  arrangement  with a customer  of or vendor to the
Business.

      4.5 Litigation; Compliance with Law.
          -------------------------------

          (a) Schedule  4.5(a)  attached  hereto  contains a true,  complete and
correct list of all action, suits,  proceedings (including,  without limitation,
all   arbitrations  and  alternative   dispute   resolution   proceedings),   or
governmental  investigations  pending or, to the best  knowledge  of the Seller,
threatened  against the Seller or any of its  properties or assets or any of the
Seller's  officers,  directors  or  employees  which in any way arises out of or
relates to the Business or any of the  Purchased  Assets,  in each case,  at any
time  during the last five (5)  years.  Except as set forth in  Schedule  4.5(a)
attached hereto, there is no claim, action, suit, proceeding (including, without
limitation,  all arbitrations and alternative dispute resolution proceedings) or
governmental  investigation before any court,  arbitrator or Governmental Entity
pending or, to the best knowledge of the Seller,  threatened  against the Seller
or which relates to or arises out of the Business or any of the Purchased Assets
or Assumed Liabilities or the transactions  contemplated by this Agreement,  nor
does  the  Seller  have  knowledge  of any  reasonably  likely  basis  or set of
circumstances for any such action, suit, proceeding, claim or investigation: (i)
the result of which could have a Material  Adverse  Effect;  (ii)  questions the
validity of this Agreement or the transactions  contemplated hereby; (iii) could
impair the ability of the Seller to  consummate  the  transactions  contemplated
hereby or by the Seller  Documents;  (iv) could adversely  affect and impact the
Purchaser's  rights to, or enjoyment of, the  Purchased  Assets and the Business
following  the  Closing;  or (v) seeks to delay,  prohibit,  or  restrict in any
manner any action contemplated hereby.

          (b) Except as set forth on Schedule  4.5(b) attached  hereto,  none of
the Purchased Assets or the Seller or any of the Seller's officers,  managers or
employees, in each case with respect to the Business or the Purchased Assets, is
subject  or a party to, or bound by or  otherwise  affected  by,  any  judgment,
order, decree,  restraint or other directive of or stipulation with any court or
other  Governmental  Authority or  tribunal,  or in violation of any other Legal
Requirement, and the Seller has no knowledge of any reasonable basis for a claim
that such a  violation  exists.  The Seller is not aware of any  proposed  Legal
Requirement that might affect any of the operations or prospects of the Business
or any of the Purchased Assets or the Assumed Liabilities.



                                      -10-
<PAGE>

      4.6 Consents/Bulk Sales.
          -------------------

          (a) Except as set forth on  Schedule  4.6,  no filing or  registration
with,  notice  to  or  authorization,   consent  or  approval  or  other  action
(including,  without  limitation,  the grant of any waiver) of any  Governmental
Entity  or any  other  Person  is  required  to be  obtained  by the  Seller  in
connection  with:  (i) the sale to the Purchaser of the Purchased  Assets or the
assumption  of  the  Assumed  Liabilities;  (ii)  the  execution,  delivery  and
performance of this Agreement and the Seller  Documents and the  consummation of
the  transactions  contemplated  hereby and  thereby;  and (iii)  following  the
Closing,  the enjoyment and possession by the Purchaser of all of the rights and
privileges with respect to the Purchased Assets and the Business.

          (b) There are no "bulk  sales" or  similar  laws  (including,  without
limitation,  any Legal Requirement which may impose transferee  liability on the
Purchaser or any of its  Affiliates  or create any Lien on any of the  Purchased
Assets)  applicable  to the sale,  assignment,  conveyance  and  transfer of the
Purchased  Assets to the  Purchaser  and the  consummation  of the  transactions
contemplated by this Agreement.

      4.7 Financial  Statements.  Schedule 4.7 attached hereto sets forth a true
and  correct  copy of the  Seller's  Balance  Sheet,  Statement  of  Operations,
Stockholders'  Equity  (Deficit)  and Cash Flows as of and for the fiscal  years
ended  December 31, 2003,  2002 and 2001,  including  the notes  thereto and the
reports  thereon of the Seller's  independent  auditors (the "Audited  Financial
Statements") and the Seller's Unaudited Balance Sheet,  Statement of Operations,
Stockholders'  Equity  (Deficit)  and Cash Flows as of and for the fiscal period
ended March 31, 2004 (the "Unaudited  Financial  Statements" and,  together with
the Audited Financial  Statements,  the "Financial  Statements").  The Financial
Statements (i) were prepared in accordance with GAAP and, if applicable, audited
in accordance with GAAS,  consistently  applied, (ii) were prepared from and are
in agreement with the books and records of the Seller, and (iii) fairly presents
the financial position of the Seller for the periods set forth in such Financial
Statements.

      4.8 Absence of  Undisclosed  Liabilities.  Except as set forth on Schedule
4.8  attached  hereto  or as set forth or  adequately  reserved  against  on the
Seller's  Balance Sheet as of and for the fiscal period ended March 31, 2004 (or
disclosed in the notes  thereto),  the Seller has no liabilities or obligations,
other than those  incurred in the  ordinary  course of business  and in a manner
consistent  with past  practices.  Except as set forth on Schedule  4.8 attached
hereto,  all liabilities and obligations of the Seller incurred since January 1,
2003  have  been  incurred  in the  ordinary  course  of  business  in a  manner
consistent  with past  practice and do not and will not have a Material  Adverse
Effect.  For  purposes of this  Section  4.8,  all  references  to the  Seller's
liabilities shall include, without limitation,  all liabilities,  whether direct
or indirect,  absolute,  contingent  or matured,  known or unknown,  asserted or
unasserted, and liquidated or unliquidated.

      4.9 Taxes. (a) Except as set forth on Schedule 4.9(a) attached hereto:

                (i) The Seller has duly and timely filed (in accordance with any
        extensions duly granted by the appropriate Governmental Entity) with the
        appropriate  Governmental Entity all Tax Returns required to be filed by
        the Seller for Taxes,  and paid the amount of Tax  showing as payable on


                                      -11-
<PAGE>


        such Tax Returns,  for all periods ending on or prior to the date of the
        Closing.

                (ii) No Governmental  Entity has proposed,  asserted or assessed
        (tentatively  or  otherwise)  any  adjustment  that  could  result in an
        additional  Tax for which the Seller is or may be liable with respect to
        the  Purchased  Assets  or which  could  result  in a Lien on any of the
        Purchased Assets that has not been finally settled and fully paid.

                (iii) There is no pending,  proposed or, to the knowledge of the
        Seller,  threatened  any  audit,  examination,  investigation,  dispute,
        deficiency assessment, refund litigation, claim, or other administrative
        or  judicial  proceeding  relating to any Tax for which the Seller is or
        may be liable and which could  result in a Lien on any of the  Purchased
        Assets.

                (iv)  There are no  closing  agreements  within  the  meaning of
        Section  7121 of the Code or any similar  provision of  applicable  law,
        ruling  requests,  requests to consent to change a method of accounting,
        Code Section 481 adjustments, subpoenas or requests for information with
        or by any  Governmental  Entity  that could  reasonably  be  expected to
        affect any Tax for which the Seller is or may be liable with  respect to
        the  Purchased  Assets  and which  could  result in a Lien on any of the
        Purchased Assets.

          (b) Schedule  4.9(b)  attached hereto sets forth for the Seller a list
of each  jurisdiction in which the Seller has filed a Tax Return with respect to
the Purchased  Assets and the type of Tax Return filed,  and except as set forth
thereon,  no  Governmental  Entity  where such entity does not file a Tax Return
with respect to a particular  Tax has made a claim or assertion that such entity
is subject to such Tax in such  jurisdiction or is required to file a Tax Return
with respect to such Tax in such jurisdiction.

      4.10  Title to  Purchased  Assets.  Except as set forth on  Schedule  4.10
attached hereto, the Seller has good, valid and indefeasible title to or, in the
case of licenses, valid and subsisting licenses in the Purchased Assets, in each
case free and clear of any and all Liens.  The Purchased  Assets that are owned,
together with those used under license,  are free from material defects,  are in
good  operating  condition and a good state of maintenance  and repair,  subject
only to  normal  wear and  tear in the  ordinary  course  of  business,  and are
suitable for the continued  conduct of the Business in a manner  consistent with
past practices.  At the Closing,  the Purchaser will obtain from the Seller good
and  indefeasible  title to all of the Purchased  Assets,  free and clear of all
Liens.

      4.11 Fixed Assets. Schedule 4.11 attached hereto contains a true, complete
and correct list and brief  description of the equipment,  machinery,  computers
and computer  hardware,  furniture and other items of personal property owned by
the Seller and all  interests  therein  which are part of the  Purchased  Assets
(collectively,  the "Fixed  Assets").  Except as set forth on Schedule 4.11, the
Seller has good, valid and  indefeasible  title to the Fixed Assets owned by the
Seller,  in each  case  free and  clear of any and all  Liens.  All of the Fixed
Assets are



                                      -12-
<PAGE>

in good operating condition,  state of maintenance and repair and working order,
subject to normal wear and tear.

      4.12 Intellectual  Property  Matters.  Set forth on Schedule 4.12 attached
hereto is a list of the Intellectual Property Rights,  specifying as to each, as
applicable:  (i)  the  nature  of the  Intellectual  Property  Right;  (ii)  all
licenses, sublicenses and other agreements (true, correct and complete copies of
any such  licenses,  sublicenses  or other  agreements  are attached to Schedule
4.12) relating in any manner to any  Intellectual  Property Right; and (iii) the
filing and registration  information with respect to each Intellectual  Property
Right that is registered with the United States Patent and Trademark Office, the
United  States  Copyright  Office,  any state or foreign  jurisdiction  or other
Governmental Authority. There are no Intangibles that are owned by the Seller or
any of its Affiliates or family members which are used in or in connection  with
the Business that are not set forth on Schedule 4.12 attached hereto.  Except as
set forth on Schedule 4.12  attached  hereto,  there are no  royalties,  fees or
other  amounts  payable  by  or to  the  Seller  with  respect  to  any  of  the
Intellectual  Property  Rights.  The  Seller's  prior  use of  the  Intellectual
Property  Rights  has not,  and the  Seller's  present  use of the  Intellectual
Property Rights does not, infringe or otherwise  violate any rights  (including,
without  limitation,  rights of privacy)  of any Person,  and the Seller has not
received a notice of a claim of  infringement  or knows of any reasonable  basis
for a claim  that such an  infringement  or  violation  exists.  The  Seller has
ownership  of (free and clear of any and all Liens) or rights by license,  lease
or other  agreement  to use (free and clear of any and all Liens and without the
payment of any fees or the  incurrence  of any  royalties or other  amounts) the
Intellectual  Property  Rights  that  are  necessary  to  permit  the use of the
Purchased  Assets  and  to  conduct  the  Business.  The  Seller  or  any of its
Affiliates  or family  members or any  present or former  employee of the Seller
does not own or have a propriety or financial interest,  directly or indirectly,
in any of the  Intellectual  Property  Rights.  The Seller is not a party in any
pending action,  suit or proceeding that involves a claim of infringement or any
other claim related to any  Intellectual  Property  Right or, to the best of the
knowledge of the Seller,  there is no threatened action, suit or proceeding that
involves a claim of infringement or any other claim relating to any Intellectual
Property  Right.  None of the  Intellectual  Property  Rights is  subject to any
outstanding Legal  Requirement in order to maintain any federal  registration of
such Intellectual  Property Rights. No Intellectual Property Right is subject to
any outstanding order,  judgment,  decree,  stipulation or agreement restricting
its use by the Seller or restricting the licensing  thereof to any Person by the
Seller or which could affect the transfer of the Intellectual Property Rights to
the  Purchaser  free and  clear of any and all  Liens.  Upon the  execution  and
recording,  where applicable, of such instruments of assignment or conveyance as
may be requested by the  Purchaser,  all  Intellectual  Property  Rights will be
fully vested in the Purchaser, free and clear of any and all Liens.

      4.13 Material Agreements.
           -------------------

          (a)  Schedule  4.13 sets forth a list and a brief  description  of all
material  written  and oral  contracts  or  agreements  relating  to the Seller,
including without limitation any: (i) contract or series of contracts  resulting
in a commitment or potential  commitment for expenditure or other  obligation or
potential  obligation,  or which provides for the receipt or potential  receipt,
involving in excess of Five Thousand  Dollars  ($5,000.00)  in any instance,  or
series  of  related  contracts  that in the  aggregate  give  rise to  rights or
obligations  exceeding such amount;  (ii) agreement  which  restricts the Seller
from engaging in any line of business or from



                                      -13-
<PAGE>


competing with any other Person;  (iii) warranties made with respect to products
manufactured,  packaged,  distributed or sold by the Seller;  (iv)  partnership,
shareholder,  joint venture,  or similar  agreement or arrangements to which the
Seller is a party;  (v)  contracts  with  suppliers and  distributors;  (vi) any
agreements,  contracts,  license  or  sublicense  agreements,   assignments,  or
understandings  with  respect  to  Intellectual  Property  owned  or used by the
Seller,  or (vii) any other  contract,  agreement,  instrument,  arrangement  or
commitment that is material to the condition  (financial or otherwise),  results
of  operation,  assets,  properties,  liabilities,  Business or prospects of the
Seller  or the  Purchased  Assets,  except  for  bank  indebtedness,  employment
agreements or arrangements or leases of real or personal property (collectively,
the "Material Agreements"). The Seller has previously furnished to the Purchaser
true,  complete  and correct  copies of all Material  Agreements  required to be
listed on Schedule 4.13.

          (b)  Except  as set  forth  on  Schedule  4.13,  none of the  Material
Agreements  was  entered  into  outside the  ordinary  course of business of the
Seller, contains any unusual,  onerous or burdensome provisions that will impair
or  adversely  effect in any material way the  operations  of the Seller,  or is
reasonably likely to be performed at a material loss.

          (c) The Material  Agreements are each in full force and effect and are
the valid and legally  binding  obligations  of the Seller and the other parties
thereto,  enforceable in accordance with their respective terms, subject only to
bankruptcy,  insolvency  or  similar  laws  affecting  the  rights of  creditors
generally and to general  equitable  principles and foreign laws. The Seller has
not  received  notice  of  default  by the  Seller  under  any  of the  Material
Agreements  or any other  contract or  agreement  relating to borrowed  money to
which  the  Seller  is a party or by or to which it or its  assets  are bound or
subject, and no event has occurred which, with the passage of time or the giving
of notice or both, would constitute a default by the Seller thereunder.  Neither
the Seller nor any of the other parties to any of the Material  Agreements is in
default thereunder, nor has an event occurred which, with the passage of time or
the giving of notice or both  would  constitute  a default  by such other  party
thereunder.  The Seller has not  received  notice of the  pending or  threatened
cancellation, revocation or termination of any of the Material Agreements or any
other agreements relating to borrowed money to which the Seller is a party or by
or to which it or its assets are bound or subject,  nor is it aware of any facts
or  circumstances  which  could  lead to any such  cancellation,  revocation  or
termination.  The Seller has not received notice, or has no knowledge,  that the
consummation of the transactions  contemplated under this Agreement would result
in any party to a Material Agreement  canceling,  revoking,  or terminating such
Material Agreement or ceasing to transact business,  or materially  altering the
manner in which it transacts business, pursuant to such Material Agreement.

      4.14  Customers  and  Suppliers.  (a)  Schedule  4.14(a)  attached  hereto
contains  a list of  each  of the  ten  (10)  largest  customers  and  suppliers
(measured by dollar volume of purchases and sales,  as applicable) of the Seller
for each of the fiscal  years  ended  December  31,  2003 and 2002,  and for the
period commencing on January 1, 2004 and ending on June __ , 2004. Except as set
forth on Schedule 4.14 attached hereto, the Seller is not engaged in any dispute
with any customer, supplier or manufacturer with respect to the Purchased Assets
or the Business, and the Seller has no knowledge of any matter or fact as of the
Closing Date which could  reasonably be expected to result in a dispute with any
customer,  supplier or manufacturer  with respect to the Purchased Assets or the
Business.



                                      -14-
<PAGE>


          (b) Except as set forth on Schedule 4.14(b)  attached  hereto,  to the
best  knowledge  of  the  Seller,  no  customer,  supplier  or  manufacturer  is
considering  termination,  non-renewal or any  modification of its  arrangements
with  the  Seller  prior to the  Closing  or with the  Purchaser  following  the
Closing.

      4.15  Inventory.  Schedule 4.15 contains a list of the Inventory as of the
Closing Date, setting forth a brief description of each item including,  but not
limited  to, the number of units and cost.  All such  Inventory  arose from bona
fide  transactions  in the  ordinary  course of  business  consistent  with past
practice.  None of the Inventory is subject to any write-down or write-off.  The
Seller  is not under  any  obligation  to  return  any of the  Inventory  in its
possession to any other Person.  To the best knowledge of Seller,  the Inventory
reflected  on  Schedule  4.15  is:  (i) in  good,  merchantable  and  marketable
condition  and (ii) not  obsolete,  damaged  or soiled.  None of such  Inventory
contains any items that are part of any discontinued line of products or goods.

      4.16 Accounts  Receivable.  The Accounts  Receivable set forth on Schedule
4.16 are: (i) good and collectible in the ordinary course of business;  (ii) the
result of bona fide,  arm's-length completed transactions in the ordinary course
of  business  consistent  with past  practices;  and (iii)  not  subject  to any
deductions, credits, counterclaims, disputes or offsets.

      4.17  Authorizations.  The Seller owns, holds,  possesses or lawfully uses
all  Authorizations  which are in any manner necessary for the ownership and use
of the  Purchased  Assets,  free  and  clear  of any  and  all  Liens  or  other
restrictions.  Except for the note  obligations  to the Secured  Creditors,  the
Seller is not in default, nor has the Seller received any notice of any claim of
default with respect to any  Authorization  and, to the knowledge of the Seller,
no event has  occurred,  which  with the  giving of notice or passage of time or
both, would cause or give rise to any default with respect to any Authorization.
All such  Authorizations  are renewable by their terms or in the ordinary course
of business without the need to comply with any special qualification procedures
or to pay any amounts other than routine  filing fees, and will not be adversely
affected or terminated by consummation of the transactions  contemplated hereby.
None of the  Authorizations  have been amended,  assigned,  pledged or otherwise
transferred.

      4.18 Environmental Matters.  Except as set forth on Schedule 4.18 attached
hereto:

          (a) The  Seller  is in  compliance  with  all  Environmental  Laws and
Environmental   Permits,   except   where  the   failure  to  comply  with  such
Environmental  Laws and Environmental  Permits would not have a Material Adverse
Effect.

          (b) The Seller has not received any written notice with respect to the
Seller or any Site related to the Business from any Governmental Entity or other
Person alleging that the Seller is not in compliance with any  Environmental Law
or  Environmental  Permit,  and none of them has received any written  notice or
request  for  information  with  respect  to,  and has  not  been  designated  a
responsible or potentially  responsible  party for,  remedial  action,  response
costs or investigation.



                                      -15-
<PAGE>


          (c) To the best of the  knowledge  of the  Seller,  there  has been no
Release of a Hazardous  Substance at, from,  in, to, on or under any Site and no
Hazardous  Substance  is present in, on,  about or migrating to or from any Site
that  could  reasonably  be  expected  to give rise to any  Environmental  Claim
against the Seller.

          (d) There are no pending or outstanding  corrective actions requested,
required or being conducted by any Governmental  Entity or Regulatory  Authority
with respect to the Seller for the investigation,  remediation or cleanup of any
Site, and there have been no such corrective actions.

          (e) To the  best  of the  knowledge  of the  Seller,  the  Seller  has
obtained and holds all  Environmental  Permits  necessary for the conduct of its
operations and Business as presently conducted.

          (f) There are no past, pending or, to the best of the knowledge of the
Seller,  threatened  Environmental Claims against the Seller, and the Seller has
no knowledge of any facts or circumstances which could reasonably be expected to
form the basis of any Environmental Claim against the Seller.

          (g) The  transactions  contemplated  by this Agreement do not and will
not impose any obligations under any  Environmental Law or Environmental  Permit
for  any  investigation  or  cleanup  or  notification  to  or  consent  of  any
Governmental Entity or any other Person.

          (h) There are no Liens with respect to the  Purchased  Assets  arising
under or pursuant to any  Environmental Law and, to the best of the knowledge of
the  Seller,  there  are  no  facts,  circumstances  or  conditions  that  could
reasonably  be expected to  restrict,  encumber or result in the  imposition  of
special  conditions  under  any  Environmental  Law with  respect  to any of the
Purchased Assets.

      4.19 Related Parties. Neither the Seller nor any current or former (within
the past three (3) years) director,  officer,  or stockholder of the Seller,  or
any of their family members (individually a "Related Party" and collectively the
"Related  Parties"),  or any Affiliate of the Seller or any Related  Party:  (a)
owns,  directly or indirectly,  any interest in any person which is a competitor
of the Seller, or of a supplier or customer of the Seller; (b) owns, directly or
indirectly, in whole or in part, any property, asset or right, real, personal or
mixed,  tangible  or  intangible  (including,  but not  limited  to,  any of the
intangible property) which is utilized in the operation of the Business; (c) has
an  interest  in or is,  directly  or  indirectly,  a  party  to  any  contract,
agreement,  lease or arrangement pertaining or relating to the Seller; or (d) to
the best of the knowledge of the Seller,  has any cause of action or other claim
whatsoever against, or owes any amount to, the Seller.

      4.20  Improper  or  Unlawful  Payments.  Neither the Seller nor any of its
officers and agents,  Affiliates or, to the best of the knowledge of the Seller,
any other Person  associated  with or acting on behalf of the Seller,  or any of
their respective  Affiliates or family members, has made any illegal or improper
payment to, or provided any illegal or improper  benefit or inducement  for, any
governmental  official,  union  official,  supplier,  customer,  union  or other


                                      -16-
<PAGE>


Person,  in an attempt to  influence  any such Person to take or to refrain from
taking any action relating to the Business or any of the Purchased  Assets or to
engage in any  action by or on  behalf  of the  Seller or any of its  respective
Affiliates  or family  members in any way or paid any bribe,  payoff,  influence
payment, kickback or other unlawful payment.

      4.21 No  Brokers.  All  negotiations  relative to this  Agreement  and the
transactions  contemplated  hereby have been  carried on by the Seller  directly
with the  Purchaser and without the  intervention  of any other Person acting on
behalf of the Seller and in such manner as not to give rise to any claim against
the  Purchaser  or  any  of its  Affiliates  for  any  finder's  fee,  brokerage
commission  or like  payment,  and if any such fee,  commission  or  payment  is
payable, it shall be the sole responsibility of the Seller.

      4.22  Product  Warranties;  Returns.  With respect to the  Inventory:  (a)
except as set forth on Schedule 4.22, the Seller is not liable for any unexpired
product  warranty with respect to any of the Inventory  that it  distributes  or
that it has heretofore distributed, sold or manufactured; (b) the Seller has not
received any notice of any claim based upon any product warranty with respect to
the Inventory; and (c) the Seller does not know or have any reasonable ground to
know of any such claim (actual or  threatened)  based upon any product  warranty
with respect to any such product.  Schedule 4.22 attached  hereto sets forth all
warranties,  express or implied,  that the Seller has made or is responsible for
in connection  with any  Inventory.  Schedule 4.22 sets forth the  percentage of
product returns and exchanges for the past three fiscal (3) years.

      4.23  Insurance.  Schedule 4.23 sets forth a true and complete list of all
insurance policies providing insurance coverage of any nature to the Seller. The
Seller has previously  provided the Purchaser  with true and complete  copies of
all of such  insurance  policies,  as  amended to the date  hereof.  All of such
policies  are in  full  force  and  effect  and are  valid  and  enforceable  in
accordance  with their  terms,  and the Seller has  complied  with all terms and
conditions of such policies,  including premium payments.  None of the insurance
carriers  has  indicated  to the Seller an  intention  to  cancel,  or alter the
coverage  under,  any such  policy.  The Seller does not have any claim  pending
against any of the insurance  carriers  under any of such policies and there has
been no actual or alleged occurrence of any kind which may give rise to any such
claim and has not made any claims under any policy at any time since  January 1,
2001. All applications for such policies are accurate in all respects.

      4.24 Real Property. Schedule 4.24 contains a true and correct list of each
parcel of real  property  leased by the Seller (as lessor or lessee) and used or
held for use in connection with the Business (the "Leased Real  Property").  The
Seller does not own any real property that is used or held for use in connection
with the Business.  Except as set forth in Schedule  4.24,  there is no, nor has
the Seller received any notice of any, default (or any condition or event which,
after notice or lapse of time or both,  would  constitute  a default)  under any
Leased Real  Property.  The Seller does not owe any brokerage  commissions  with
respect to any such Leased Real Property.



                                      -17-
<PAGE>

      4.25 Employees; Employee Benefits.
           ----------------------------

          (a)  Schedule  4.25(a)  sets forth a complete  and correct list of the
names,  current annual salary,  bonus  compensation and title, for each director
and  officer and each other  employee of Seller who is a party to an  employment
agreement  with  Seller,  all  employees  who are not at-will  employees  or who
received  annual  compensation  during  Seller's  fiscal year ended December 31,
2003,  or who are  entitled to receive  compensation,  on an  annualized  basis,
whether or not paid to date, in excess of $50,000.

          (b) Schedule  4.25(b)  contains a complete  and  accurate  list of all
Employee Benefit Plans. Complete and accurate copies of the following documents,
have been  delivered to the  Purchaser by the Seller:  (i) any Employee  Benefit
Plan  which  has been  reduced  to  writing,  (ii) any  written  summary  of any
unwritten  Employee Benefit Plan,  (iii) any related trust agreement,  insurance
contract and summary plan description including any modification communicated to
any  participant,  (iv) any annual  report  filed on  Internal  Revenue  Service
("IRS") Forms 5500, 5500-C or 5500-R filed for the last three (3) years, (v) the
most recent  determination  letter with respect to any Employee Benefit Plan, if
any, (vi) any notice that was given by the Seller or any ERISA  Affiliate to the
IRS or to any governmental entity or any participant or beneficiary, pursuant to
statute, within the (2) years preceding the Closing Date, including notices that
are expressly mentioned elsewhere in this Agreement,  and (vii) any notices that
were  given by the IRS or the  Department  of Labor to the  Seller  or any ERISA
Affiliate,  or any Employee  Benefit Plan within the two (2) years preceding the
Closing Date. Each Employee  Benefit Plan has been  administered in all material
respects  in  accordance  with its  terms and each of the  Seller  and the ERISA
Affiliates has in all respects met its obligations with respect to such Employee
Benefit Plan and has made all required contributions thereto. The Seller and all
Employee  Benefit  Plans  are  in  compliance  with  the  currently   applicable
provisions of ERISA and the Code and the regulations thereunder.

          (c) Except as otherwise disclosed in Section 4.25(b), all the Employee
Benefit Plans that are intended to be qualified under Section 401(a) of the Code
have received  determination  letters from the Internal  Revenue  Service to the
effect that such  Employee  Benefit  Plans are  qualified  and the plans and the
trusts  related  thereto are exempt from  federal  income  Taxes under  Sections
401(a) and 501(a),  respectively,  of the Code, no such determination letter has
been revoked and revocation has not been  threatened,  no such Employee  Benefit
Plan has been amended since the date of its most recent  determination letter or
application therefor in any respect,  and no act or omission has occurred,  that
would adversely affect its qualification or increase its cost.

          (d)  Neither  the Seller  nor any ERISA  Affiliate  has any  liability
(whether  contingent or otherwise) under Section 412 of the Code, Section 302 of
ERISA, or Title IV of ERISA.

          (e) At no time has the Seller or any ERISA Affiliate been obligated to
contribute  to any  "multiemployer  plan" (as defined in Section  4001(a)(3)  of
ERISA).

          (f) No Employee Benefit Plan is funded by, associated with, or related
to a  "voluntary  employee's  beneficiary  association"  within  the  meaning of
Section  501(c)(9) of the Code, a "welfare  benefit  fund" within the meaning of
Section  419 of the Code,  a  "qualified



                                      -18-
<PAGE>


asset  account"  within the  meaning of Section  419A of the Code or a "multiple
employer welfare arrangement" within the meaning of Section 3(40) of ERISA.

          (g) Neither the Seller nor any ERISA  Affiliate  has ever been subject
to the health care continuation  requirements of the Consolidated Omnibus Budget
Reconciliation Act of 1985 as amended ("COBRA"), or any amendment to COBRA.

          (h) No Employee Benefit Plan, plan documentation or agreement, summary
plan  description  or  other  written  communication  distributed  generally  to
employees of the Business  prohibits the Seller from amending or terminating any
such Employee Benefit Plan.

          (i) None of the  assets  of any  Employee  Benefit  Plan  include  any
securities or other property issued by the Seller or an ERISA Affiliate.

          (j) No act or  omission  has  occurred  and no  condition  exists with
respect to any  Employee  Benefit Plan that would  subject the  Purchaser to any
fine, penalty, tax or liability of any kind imposed under ERISA, the Code or any
other applicable law.

          (k) Each Employee  Benefit Plan can be  terminated  within thirty (30)
days of the Closing Date,  without  payment of any  additional  contribution  or
amount and without  creating any unfunded or unaccrued  liability or the vesting
or acceleration of any benefits promised by such plan.

          (l) Except as disclosed in Section 4.25(b), each Employee Benefit Plan
covers only employees of the Seller (or former employees or  beneficiaries  with
respect to service with the Seller),  so that the  transaction  contemplated  by
this  Agreement will require no spin-off of assets or other division or transfer
of rights with respect to any such plan.

      4.26 Affiliated Party  Transactions.  Except for obligations arising under
this Agreement, as of the Closing Date neither Seller nor any of its Affiliates,
nor  the  stockholders  of  Seller  or any of  their  respective  Affiliates  or
immediate family will have,  directly or indirectly,  any obligation to or cause
of action or claim against Seller,  no assets owned by any stockholder of Seller
are used by Seller in the operation of its business,  no  stockholders of Seller
have any outstanding  indebtedness or other monetary  obligation to Seller,  and
Seller  has no  obligation  to or cause of  action  or claim  against  any other
stockholders of Seller.

      4.27 Bank  Accounts.  Schedule  4.27 sets forth the names and locations of
all banks,  depositories and other financial institutions in which Seller has an
account or safe  deposit  box and the names of all  persons  authorized  to draw
thereon or to have access thereto.

      4.28 Debt.  Schedule  4.28  accurately  lists as of the date hereof all of
Seller's outstanding  indebtedness for borrowed money ("Debt").  All Debt may be
prepaid at the Closing or  thereafter  without  premium or penalty or other fees
payable to the lenders under the terms of the agreements governing the Debt.

      4.29   Investment   Undertaking.   The   Seller   acknowledges   that  the
Consideration  Shares to be issued to the Seller pursuant to this Agreement will
be "restricted  securities"  within the meaning of Rule 144 under the Securities
Act of 1933 (the "Securities  Act"). The Seller



                                      -19-
<PAGE>


acknowledges  that the Seller is  acquiring  such  shares for the  Seller's  own
account for investment purposes and not with a view to their distribution within
the meaning of Section 2(11) of the Securities Act. The Seller acknowledges that
the Seller  understands that Rule 144 requires that such shares issued hereunder
may not be  disposed  of for a  period  of at least  one  year  from the date of
acquisition. The Seller acknowledges that (i) the Seller and each stockholder of
the  Seller is an  "accredited  investor",  as that term is  defined in Rule 501
under the  Securities  Act, (ii) the Seller has such knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risk of an  investment in the  Purchaser  Common Stock and has obtained,  in its
judgment, sufficient information from Purchaser to evaluate the merits and risks
of an  investment  in the  Purchaser  Common  Stock,  (iii) the  Seller has been
provided  the  opportunity  to  obtain  information  and  documents   concerning
Purchaser and the Purchaser  Common Stock, and has been given the opportunity to
ask  questions  of, and receive  answers  from,  the  directors  and officers of
Purchaser  concerning Purchaser and the Purchaser Common Stock and other matters
pertaining to its investment,  (iv) the Seller understands that it must bear the
economic risk of the investment in the Consideration Shares indefinitely and (v)
such  Consideration  Shares  are  "restricted  securities"  and may not be sold,
transferred,  pledged, loaned,  assigned,  hypothecated or otherwise disposed of
unless such shares are  subsequently  registered  under the  Securities  Act and
applicable  state  securities  laws or unless an exemption from  registration is
available.  The Seller acknowledges that the offer of the Purchaser Common Stock
will not be reviewed by any governmental  agency and is being sold to the Seller
in reliance upon exemption from the Securities Act. The Seller acknowledges that
each certificate  representing the Consideration Shares will bear the legend set
forth in Section 2.7.

      4.30  Review of SEC  Forms.  The  Seller has (i)  received  and  carefully
reviewed the Purchaser's  Annual Report on Form 10-K,  Quarterly Reports on Form
10-Q and Current  Reports on Form 8-K filed by Purchaser with the Securities and
Exchange  Commission since January 1, 2002  (collectively,  the "SEC Documents")
and  (ii)  had  the  opportunity  to ask  questions  and  receive  answers  from
Purchaser's  officers  and  directors  concerning  such forms and the  documents
incorporated  by  reference  therein  and to obtain any  documents  relating  to
Purchaser  which are on file with the SEC and  available  for  inspection by the
public.  The Seller is aware of the risks inherent in an investment in Purchaser
and  specifically  the risks of an investment in the Purchaser  Common Stock. In
addition, Seller is aware and acknowledges that there can be no assurance of the
future viability or  profitability of Purchaser,  nor can there be any assurance
relating to the current or future price of the Purchaser Common Stock, as quoted
on the AMEX, or market conditions generally.

      4.31 No Misstatements or Omissions.  No  representation or warranty by the
Seller   contained  in  this  Agreement  and  no  statement   contained  in  any
certificate,  list, Schedule,  Exhibit or other instrument specified or referred
to in this Agreement, whether heretofore furnished to the Purchaser or hereafter
furnished to the Purchaser pursuant to this Agreement,  contains or will contain
any untrue  statement of a material fact or omits or will omit any material fact
necessary  to  make  the  statements   contained   therein,   in  light  of  the
circumstances under which it was made, not misleading.

      4.32 No Fiduciary Relationship, Etc. The Seller represents and warrants to
and  acknowledges  and agrees with the  Purchaser  that:  (a) the Seller's  sole
relationship  with the Purchaser is that of  arm's-length  seller and purchaser,
respectively;  (b) no term or  provision  of



                                      -20-
<PAGE>


this Agreement or any other Seller Document is intended, nor shall any such term
or provision be deemed or  construed,  to (i) impose on the  Purchaser or any of
its directors,  officers, employees, agents,  representatives,  stockholders and
controlling parties and all of their successors and assigns  (collectively,  the
"Representatives") any trust, fiduciary,  franchise, agency, advisory or similar
duty to or relationship with any other Person or any of its Representatives,  or
(ii) make the Seller or any of its  Representatives  a partner,  joint venturer,
employee,  Affiliate,  agent or other Representative of the Purchaser,  and each
such duty,  relationship,  status,  benefit or right  that  would  otherwise  be
imposed by applicable law with respect to this  Agreement is hereby  absolutely,
irrevocably,  unconditionally,  expressly and forever waived by the Seller;  (c)
the  Seller  has  independently  and fully  reviewed  and  evaluated  the Seller
Documents,  the obligations  and  transactions  contemplated  thereunder and the
potential effects of such obligations and transactions on the assets,  business,
cash flow, expenses, income,  liabilities,  operations,  properties,  prospects,
reputation  or  condition  (financial  or  otherwise)  of  the  Seller  and  its
Affiliates,  which review and evaluation was made together with the officers and
directors  and other  Representatives  of the Seller  and (to the extent  deemed
prudent by the Seller) other legal  counsel and financial and other  advisors to
the Seller, which legal and other counsel and advice the Seller acknowledges and
agrees was more than sufficient for such review and  evaluation;  (d) the Seller
has been  encouraged to obtain  independent  legal  counsel and advice,  has had
ample time and  opportunity to do so, and has declined of its own volition to do
so,  and to the  extent  the  Seller  has  not  sought  or  received  sufficient
independent counsel in such review or evaluation,  the Seller hereby absolutely,
unconditionally,   irrevocably,  expressly  and  forever  assumes  any  and  all
attendant  risks and waives any and all rights,  claims,  defenses or objections
with respect  thereto;  (e) no counsel to the  Purchaser has in any way provided
any tax or other legal counsel,  analysis, advice or assurance to, or has in any
way  otherwise  represented,  the Seller or any of its  Representatives,  and no
attorney-client  relationship  has  existed or been  created,  and none shall be
deemed or  construed  to exist,  between  any counsel to the  Purchaser  and the
Seller (or any of its Representatives),  in each case whether in connection with
any Seller Document, any of the contemplated transactions or otherwise; (f) none
of the Seller,  its Affiliates and their respective  Representatives  is relying
upon (A) the  expertise,  business  acumen  or advice  of the  Purchaser  or its
counsel or other  Representatives  in  connection  with any aspect of the Seller
Documents,  the  contemplated  transactions  or  otherwise,  or (B) any  oral or
written advice, analysis,  accounting,  representation or warranty, tax or legal
counsel, promise or other assurance of any kind whatsoever from the Purchaser or
any of its respective counsel or other Representatives;  and (g) by accepting or
approving any  certificate,  statement,  report or other document or information
required to be given to the Purchaser  (whether as a required  notice or report,
for approval or otherwise),  or any alleged  performance of anything required to
be observed, performed or fulfilled by the Seller or any of its Representatives,
pursuant to this Agreement or any other Seller  Document,  neither the Purchaser
nor any of its  Representatives  shall have,  or shall be deemed or construed to
have, made any representation or warranty to or agreement with the Seller or any
of its  Representatives  with respect thereto or affirmed the  sufficiency,  the
legality,  enforceability,  effectiveness  or  financial  impact or other effect
thereof.  Each counsel to the  Purchaser may rely on this section as if directly
addressed to them and is an intended third party beneficiary hereof.



                                      -21-
<PAGE>


                                   ARTICLE 5

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                 -----------------------------------------------

      The Purchaser hereby represents and warrants to the Seller as follows:

      5.1  Organization;  Good  Standing.  The Purchaser is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  and has the power and  authority  to own and  lease  its  assets  and
properties  and to  conduct  its  business  as it is now  being  conducted.  The
Purchaser  is  qualified  to  do  business  as  a  foreign  corporation  in  all
jurisdictions  where it is required to be qualified,  except those jurisdictions
whereby the failure to qualify would not  materially  and  adversely  affect the
Purchaser.

      5.2 Authority;  Enforceability.  The Purchaser has the power and authority
to  execute,  deliver  and  perform  this  Agreement  and all other  agreements,
certificates  and  documents  executed  or  delivered,  or  to  be  executed  or
delivered,  by the Purchaser in connection herewith (collectively the "Purchaser
Documents") and to consummate the transactions  contemplated hereby and thereby.
The  execution,  delivery and  performance  of this  Agreement and the Purchaser
Documents by the Purchaser have been duly authorized by all necessary  action on
the part of the Purchaser.  This  Agreement and each of the Purchaser  Documents
has been duly executed and  delivered by the  Purchaser  and this  Agreement and
each of the Purchaser Documents constitutes (or when executed and delivered will
constitute) legal, valid and binding  obligations of the Purchaser,  enforceable
against the Purchaser in accordance with their respective terms.

      5.3 No Conflict. The authorization, execution, delivery and performance by
the Purchaser of this Agreement and the Purchaser Documents and the consummation
of the  transactions  contemplated  hereby  and  thereby do not and will not (a)
violate  or  conflict  with any  provision  of the  Purchaser's  Certificate  of
Incorporation or by-laws,  (b) violate,  conflict with, result in a breach of or
constitute  (with or without  notice or lapse of time or both) a default  under,
give rise to a right of termination,  amendment or cancellation  of,  accelerate
the  performance  required  by, or result in any payment  under,  any  contract,
instrument  or  other  writing  of any  nature  whatsoever  to or by  which  the
Purchaser is a party or is bound, or by which any of its properties or assets is
subject;  or (c)  violate,  conflict  with or  result  in a breach  of any Legal
Requirement applicable to the Purchaser.

      5.4  Litigation.  Except as  disclosed in the SEC  Documents,  there is no
action, suit, proceeding  (including,  without limitation,  all arbitrations and
alternative  dispute  resolution  proceedings)  or  governmental   investigation
pending  or, to the best  knowledge  of the  Purchaser,  threatened  against the
Purchaser which relates to the transactions  contemplated by this Agreement, nor
does the  Purchaser  have  knowledge  of any  reasonably  likely basis or set of
circumstances for any such action, suit, proceeding, claim or investigation, the
result of which could  materially  and  adversely  affect the  Purchaser  or the
transactions contemplated hereby or could impair the ability of the Purchaser to
consummate the transactions contemplated hereby.

      5.5  Consents.  Except as set forth in Schedule  5.5 attached  hereto,  no
filing or registration  with, notice to, or  authorization,  consent or approval
of, or other action (including,



                                      -22-
<PAGE>


without  limitation,  the grant of any  waiver)  of any  Governmental  Entity or
Regulatory  Authority  or any other  Person is  required  to be  obtained by the
Purchaser in connection  with: (i) the purchase from the Seller of the Purchased
Assets and (ii) the  execution,  delivery and  performance of this Agreement and
the Purchaser  Documents and the consummation of the  transactions  contemplated
hereby and thereby.

      5.6 Issuance of Purchaser Common Stock.  The  Consideration  Shares,  when
issued and delivered to the Seller in accordance  with the terms and  provisions
of this Agreement,  will be (i) duly  authorized and validly issued,  fully paid
and  non-assessable,  (ii) free and clear of any Liens,  and (iii)  assuming the
accuracy of the  representations  and  warranties set forth in this Agreement by
the Seller and delivered to the  Purchaser,  are issued in  compliance  with the
Securities Act.

      5.7 No Brokers.  Except for vFinance  Investments,  Inc., all negotiations
relative to this Agreement and the  transactions  contemplated  hereby have been
carried out by the Purchaser  directly with the Seller and the broker designated
by the Seller and without the  intervention of any other Person on behalf of the
Purchaser,  and in such a manner as not to give rise to any  claim  against  the
Seller  or any of the  Seller's  Affiliates  for  any  finder's  fee,  brokerage
commission or like payment.

                                    ARTICLE 6

                                    COVENANTS
                                    ---------

      6.1 Further  Assurances.  Prior to and following the Closing,  each of the
parties  hereto shall execute such documents and other  instruments  and perform
such further acts as may be required or reasonably  requested by any other party
hereto to carry out the  provisions  hereof  and the  transactions  contemplated
hereby  including,  without  limitation,  vesting  in  the  Purchaser  good  and
indefeasible title to the Purchased Assets, free and clear of any and all Liens.

      6.2 Transfer and Retention of Records. After the Closing, the Seller, upon
reasonable prior written notice from the Purchaser shall give Purchaser, and its
representatives,  employees,  counsel and  accountants,  access,  during  normal
business  hours and at the  principal  place of business  of the Seller,  to the
books and records  relating to the Business,  but solely with respect to periods
prior to the Closing  Date,  and shall  permit such  persons to examine and copy
such  records  to  the  extent  reasonably  requested  in  connection  with  the
preparation of Tax and financial reporting matters,  audits,  legal proceedings,
governmental investigations and other business purposes; provided, however, that
nothing  herein  shall  obligate  the  Seller,  to (i) take  actions  that would
unreasonably  disrupt the normal course of business of the Seller;  (ii) violate
the terms of any  contract to which the Seller is a party or to which the Seller
is bound or by which any of the assets of the  Seller is  subject;  (iii)  grant
access  to  any of  its  proprietary,  confidential  or  classified  information
(including,  without limitation,  any Confidential and Proprietary Information);
or (iv) waive any right to assert  the  attorney-client  privilege  or any other
privilege with respect to any document.



                                      -23-
<PAGE>


      6.3 Employee Matters.
          ----------------

          (a) Except for the Berdy Employment Agreement and Holtmeier Employment
Agreement,  the  Purchaser  shall not be  obligated to offer  employment  to any
employee of the Seller and the Purchaser  shall not assume or be  responsible in
any way for the  obligations,  liabilities or  responsibilities  to the Seller's
employees.

          (b) The Purchaser shall not be deemed to be a successor  employer with
respect to the  employment  of any of the Seller's  employees or with respect to
any benefit plans maintained for the benefit of the Seller's  employees.  In the
event any of the Seller's  employees  shall be deemed to have been terminated by
reason of the  execution,  delivery and  performance  of this  Agreement and the
consummation  of the  transactions  contemplated  hereby,  all liability for any
severance and other similar  benefits to any such Seller  employee  shall be the
sole responsibility of the Seller.

      6.4 Tax  Matters.  The Seller (i) shall cause to be prepared  and duly and
timely  filed all Tax  Returns  with  respect  to the  Purchased  Assets for all
periods on or prior to the  Closing  Date for sales,  bulk sales,  use,  real or
personal  property or other  transfer,  excise,  recording  fees and charges and
similar Taxes (including,  without limitation,  any such Tax Returns required to
be filed as a result of, or in connection with, the sale, assignment, conveyance
and  transfer  of the  Purchased  Assets to the  Purchaser  or the  transactions
contemplated  hereby)  and (ii) shall be solely  responsible  for the payment of
such Taxes.  Each of the Seller and the  Purchaser  shall  cooperate  (and shall
cause their tax  professionals  to cooperate) with each other in connection with
any Tax matter  relating to the Purchased  Assets or Assumed  Liabilities or the
transactions  contemplated  by this Agreement  arising from periods on or before
the Closing Date.

      6.5 Name Changes.  The Seller  covenants  and agrees that,  within two (2)
Business Days after the Closing, it shall file a certificate of amendment to its
Certificate  of  Incorporation  and  fictitious  name  registrations,  and  file
appropriate  documentation in those jurisdictions in which it is qualified to do
business  as a foreign  corporation,  if any, to change its  corporate  name and
fictitious   names   to   eliminate   the   names   "Berdy",   "SmartClinic(R)",
"SmartVoice(R)"  and  "SmartGist(R)" to a name that does not include or bear any
similarity to said names or any other name or any  Intellectual  Property Rights
included in the Purchased  Assets and associated  with the Business.  The Seller
covenants  and  agrees  not to use any names  that bear any  similarity  to such
corporate names in connection with a Competitive Business.

      6.6  Purchase of  Insurance  "Tail".  On or before the Closing  Date,  the
Seller  shall pay the  premium for "tail"  insurance  coverage  and  maintain in
effect such "tail" insurance  coverage for a period of three (3) years after the
Closing Date  providing  insurance  coverage for product  liability  claims with
respect to products sold by the Seller on or prior to the Closing Date.

      6.7 Publicity.  No public  announcement or other publicity  regarding this
Agreement  or the  transactions  contemplated  hereby  shall be made prior to or
after the date hereof without the prior written consent of the Purchaser and the
Seller as to form, content,  timing and manner of distribution.  Notwithstanding
the  foregoing,  nothing in this  Agreement  shall preclude the Purchaser or its
Affiliates from making any public announcement or filing pursuant to any federal
or state securities laws or stock exchange rules.



                                      -24-
<PAGE>


      6.8  Collection  of  Accounts  Receivable.  (a) From and after the Closing
Date,  the  Purchaser  shall  have  the  right  and  authority,  and  shall  use
commercially  reasonable  efforts,  to collect the Accounts  Receivable,  and to
endorse all checks received on account of the Accounts Receivable,  which are in
the Seller's name generally,  to the account of the Purchaser in accordance with
the billing and collection  practices  presently applied by the Purchaser in the
collection of its accounts and notes receivable.  With respect to any particular
Accounts  Receivable,  the Purchaser shall be under no obligation to commence or
not to commence  litigation to effect  collection  and may make any  adjustment,
concession  or settlement  which in the good faith  judgment of the Purchaser is
commercially  reasonable;  provided,  however,  that  Purchaser  shall  have  no
authority to make any  adjustment,  concession or settlement in excess of twenty
(20%) percent of the outstanding amount without the prior written consent of the
Seller, which consent shall not be unreasonably withheld.

          (b) The  Purchaser  shall,  on or  before  the  fifteenth  day of each
calendar month  commencing with the first complete  calendar month following the
Closing Date,  deliver to the Seller a written report  ("Collection  Report") of
the following information with respect to the Accounts Receivable:

                (i) the  amount of each  Accounts  Receivable  for each  account
        comprising such Accounts Receivable; and

                (ii) the amount of cash collections of each Accounts  Receivable
        during  the  period  from  the  Closing  Date  through  the  date of the
        Collection Report.

          (c) If the  Purchaser  has not  collected,  within one hundred  twenty
(120)  days after the  Closing  Date,  an amount  equal to the book value of the
Accounts   Receivable  set  forth  on  Schedule  4.16  hereto  (the  "Amount  of
Receivables"), then the Purchaser shall have the right to set off an amount (the
"Receivables  Reimbursement  Payment")  equal to (i) the  Amount of  Receivables
minus (ii) the amount collected in cash by the Purchaser during such one hundred
twenty (120) day period in respect of the Accounts Receivable.  Any right to set
off provided  under this Section  6.8(c) shall be made as a direct claim against
the  Consideration  Shares or under the  Escrow  Agreement,  at the  Purchaser's
option.  After the expiration of such one hundred  twenty (120) day period,  any
then  outstanding  Accounts  Receivable  for which the  Purchaser has received a
Receivables Reimbursement Payment shall be reassigned to the Seller.

          (d) If,  after the Closing  Date,  the Seller,  or any other Person on
behalf of the Seller, shall receive any remittance from any account debtors with
respect to the Accounts Receivable (excluding any Accounts Receivable reassigned
to the Seller pursuant to Section 6.8(c) above), the Seller or such other Person
shall  endorse such  remittance  to the order of the Purchaser and forward it to
the Purchaser  immediately upon receipt  thereof,  and any such amounts shall be
deemed to have been collected by the Purchaser for purposes of this Section 6.8.

          (e) In the event that Purchaser  should collect any funds that are not
for  payments  of the  Accounts  Receivable  assigned to the  Purchaser  and are
otherwise due and


                                      -25-
<PAGE>


payable to the Seller  under this  Agreement  or any other  Seller  Document  or
Purchaser Document,  then Purchaser shall promptly remit any such payment to the
Seller.

                                   ARTICLE 7

                      CONFIDENTIALITY; NONSOLICITATION AND
                            NON-COMPETITION COVENANTS
                            -------------------------

      7.1 Confidentiality; Non-Competition; Nonsolicitation.
          -------------------------------------------------

          (a) After the Closing Date, the Seller, or any of its Affiliates shall
not, directly or indirectly,  under any circumstance:  (i) disclose to any other
Person any Confidential or Proprietary  Information (as such term is hereinafter
defined),  except as may be required by applicable  law; (ii) act or fail to act
so as to impair the confidential or proprietary  nature of any such Confidential
or Proprietary  Information or the benefits thereof to the Purchaser;  (iii) use
any such Confidential or Proprietary  Information in any manner,  other than for
the sole and exclusive  benefit of the  Purchaser  and only after  obtaining the
Purchaser's  prior  written  consent to such use;  or (iv) offer or agree to, or
cause or  assist in the  inception  or  continuation  of,  any such  disclosure,
impairment or use of any such  Confidential or Proprietary  Information or trade
secret. After the Closing, all Confidential and Proprietary Information shall be
and  remain the sole and  exclusive  property  of the  Purchaser.  For  purposes
hereof, the term  "Confidential and Proprietary  Information" shall mean any and
all of the following  (regardless of the medium in which  maintained or stored):
(i) confidential or proprietary information or material not in the public domain
about or relating to any aspect of the Business or any of the  Purchased  Assets
or the  Assumed  Liabilities  or any trade  secrets  relating  to the  Business,
including, without limitation,  financial information and projections,  research
and development plans or projects; data and reports;  formulas;  product-testing
information; business improvements, processes, marketing and selling strategies;
strategic business plans (whether pursued or not); budgets;  licenses;  pricing,
pricing  strategy  and cost data;  the  identities  of customers  and  potential
customers;  the  identities  of  contact  persons  at  customers  and  potential
customers;  the particular  preferences,  likes, dislikes and needs of customers
and contact  persons of customers  with respect to  products,  pricing,  timing,
sales terms, service plans, methods, practices, strategies,  forecasts, know-how
and other marketing techniques;  the identities of key accounts;  the identities
of suppliers  and  contractors,  and all  information  about those  supplier and
contractor relationships such as contact person(s), pricing and other terms; and
the terms of contracts or agreements; or (ii) any information,  documentation or
material not in the public domain,  the knowledge of which gives or would likely
give the  Purchaser or any of its  Affiliates  an advantage  with respect to the
Business over any Person not possessing such information.

          (b) Neither the Seller nor any of its Affiliates shall (i) at any time
during  the five  (5) year  period  following  the  Closing  Date,  directly  or
indirectly,  use its  special  knowledge,  engage or be  interested  (whether as
owner,  partner,  member,  lender,  shareholder,  consultant,  employee,  agent,
supplier,  distributor  or otherwise)  in any  business,  activity or enterprise
which  competes  with the Seller or any aspect of the  Business (a  "Competitive
Business");  or (ii) directly or  indirectly,  induce or influence any customer,
vendor,  supplier,  distributor,  consultant  or any  other  Person  that  had a
business  relationship  with the  Seller  at any time  prior to the  Closing  to
discontinue  or reduce the extent of its  relationship  with the Purchaser



                                      -26-
<PAGE>


or to terminate said relationship.  For purposes of this Agreement,  the Seller,
or any of its  Affiliates  shall  not be  deemed to be  directly  or  indirectly
interested  in a business if their  interest,  individually  or in the aggregate
with each other, is limited solely to the ownership of not more than two percent
(2%) in the aggregate of the securities of any class of corporation whose shares
are listed or admitted to trade on a national  securities exchange or are quoted
on Nasdaq or the OTC Bulletin Board.

          (c) At any time during the five (5) year period  following the Closing
Date, the Seller and its Affiliates shall not, and shall not permit any of their
employees, agents or others then under their control to, directly or indirectly,
on behalf of the Seller, or the Seller's Affiliates, or any other Person, accept
Competitive  Business from, or solicit the  Competitive  Business of, any Person
who is a customer or supplier of the Seller or any of its Affiliates,  or may be
a prospective customer or supplier of the Seller or any of its Affiliates.

          (d) The Seller and its Affiliates  shall not at any time,  directly or
indirectly,  use or  purport  to  authorize  any  Person to use any name,  mark,
copyright,  logo, trade dress or other identifying words or images which are the
same as or similar to those used currently or in the past by the Purchaser,  the
Seller,  or their Affiliates in connection with any product or service,  whether
or not such use would be in a Competitive Business.

          (e)  Neither  the Seller nor any of its  Affiliates  shall at any time
during  the five  (5) year  period  following  the  Closing  Date,  directly  or
indirectly,  employ or  solicit to employ or engage  for any other  Person,  any
employee of the Purchaser  who was an employee of the  Purchaser  within two (2)
years of the date of such employment, solicitation or engagement, or solicit any
such  individual  to leave such  individual's  employment  or join the employ of
another, then or at a later time.

          (f) The  parties  agree  that  nothing  in  this  Agreement  shall  be
construed to limit or negate the common law of torts or trade  secrets  where it
provides the Purchaser  with any broader,  further or other remedy or protection
than those provided in this Article 7.

      7.2 Remedies. The Seller acknowledges that because the breach or attempted
or threatened  breach of any of the provisions of Section 7.1 hereof will result
in immediate  and  irreparable  injury to the  Purchaser for which the Purchaser
will not have an adequate  remedy at law and for which monetary  damages are not
readily  calculable,  the  Purchaser  shall be entitled to obtain  injunctive or
other equitable  relief  restraining  and prohibiting  such breach or threatened
breach,  including,  without limitation,  a temporary and permanent  injunction,
enjoining  any such breach or  attempted or  threatened  breach  (without  being
required to post a bond or other  security or to show any actual  damages).  The
right to an injunction and other  equitable  relief shall be in addition to, and
cumulative  with,  all other rights and remedies  available to the  Purchaser at
law, in equity or otherwise.

      7.3  Independence  of Agreements.  The provisions of this Article 7 are in
addition to and  independent  of any  agreements  or covenants  contained in the
Employment Agreements.



                                      -27-
<PAGE>


      7.4  Enforceability.  The Seller acknowledges that, without the provisions
of this Article 7 hereof,  the Purchaser  would not enter into this Agreement or
consummate the transactions contemplated hereby.  Accordingly,  the Seller shall
be bound by the  provisions  hereof to the maximum  extent  permitted by law, it
being the  intent  and  spirit of the  parties  that  such  provisions  shall be
enforced to the fullest extent permitted by law. Without limiting the generality
of the foregoing, if any provision of this Article 7 hereof shall be held by any
court of competent  jurisdiction or another  competent  authority to be illegal,
invalid or  unenforceable,  such provision  shall be reformed so that it will be
construed  and  enforced as if it had been more  narrowly  drawn so as not to be
illegal,   invalid  or  unenforceable,   and  such  illegality,   invalidity  or
unenforceability   shall   have  no  effect   upon  and  shall  not  impair  the
enforceability of any other provision of this Agreement.

                                    ARTICLE 8

                                 INDEMNIFICATION
                                 ---------------

      8.1  Survival of  Representations  and  Warranties.  All  representations,
warranties,  covenants and agreements of the parties contained in this Agreement
or in any other  document or  instrument  executed or  delivered  in  connection
herewith   shall   survive  the  Closing   (subject  to  Section  8.7   hereof),
notwithstanding  any  examination  or  investigation  made by or for  any  party
hereto.

      8.2  Indemnification  by the Seller.  The Seller shall  indemnify and hold
harmless  the  Purchaser  and  its  Affiliates,  and  each of  their  respective
directors,  officers,  employees,  agents,  representatives,   stockholders  and
controlling  parties and all of their  successors and assigns (each a "Purchaser
Indemnified  Person") from,  and defend each of them from and against,  and will
pay each Purchaser Indemnified Person for any and all demands,  claims, actions,
liabilities,   obligations,  losses,  damages  (including,  without  limitation,
special,   consequential  and  punitive  damages),  costs,  penalties,  expenses
(including, without limitation, interest, costs of investigation and defense and
the  reasonable  fees and  expenses of  attorneys  and other  professionals  and
experts) or  diminution  in value,  whether or not involving a Third Party Claim
and without regard to any potential Tax benefit that may be obtained as a result
thereof (collectively,  "Losses") asserted against,  imposed upon or incurred by
any such Purchaser Indemnified Person, directly or indirectly, resulting from or
arising out of or in connection with or relating to any of the following:

          (a) any inaccuracy or breach of any  representation or warranty of the
Seller contained herein or in any Seller Document;

          (b) any breach of any agreement,  covenant or obligation of the Seller
contained herein or in any Seller Document;

          (c) any liability, obligation or responsibility of the Seller or which
in any way  relates  to the  Business  or the  Purchased  Assets  that is not an
Assumed   Liability   (including,   without   limitation,   any   liability  for
indebtedness,  lease obligations,  or Taxes or withholdings)  arising out of the
operation of the Business prior to the Closing Date;



                                      -28-
<PAGE>


          (d)  any  and  all  claims,  actions,  suits  or  any  administrative,
arbitration,  governmental or other  proceedings or  investigations  against any
Purchaser  Indemnified  Person  or in which  any  Purchaser  Indemnified  Person
becomes  involved  that  relate  to the  Seller  or the  Business  in which  the
principal event giving rise thereto  occurred prior to the Closing Date or which
result from or arise out of any action or inaction  prior to the Closing Date of
the  Seller  or  any  manager,  officer,  employee,  agent,   representative  or
subcontractor  of the  Seller  or a  state  of  facts  prior  to  Closing  Date,
including,  without  limitation,  any  claim,  action,  suit  or  proceeding  or
investigation  set forth on Schedules 4.5(a),  4.5(b),  4.6, 4.9 and/or Schedule
4.18 to this  Agreement,  except  for any of the  foregoing  which is an Assumed
Liability; and

          (e) any operations of the Seller following the Closing.

      8.3  Indemnification  by the Purchaser.  The Purchaser shall indemnify and
hold harmless the Seller and its Affiliates, and each of its managers, officers,
employees, agents, representatives, equityholder and controlling parties and all
of their successors and assigns (each a "Seller Indemnified  Person"),  from and
defend each of them from and against and will pay each Seller Indemnified Person
for any and all Losses  asserted  against,  imposed upon or incurred by any such
Seller Indemnified Person, directly or indirectly, resulting from or arising out
of or in connection with or relating to any of the following:

          (a) any inaccuracy or breach of any  representation or warranty of the
Purchaser contained herein or in any other Purchaser Document;

          (b)  any  breach  of any  agreement,  covenant  or  obligation  of the
Purchaser contained herein or in any other Purchaser Document; and

          (c) any Assumed Liability.

      8.4 Indemnification Procedures - Third-Party Claims.

          (a) The  rights  and  obligations  of a  party  claiming  a  right  to
indemnification  under this Article 8 (each an "Indemnitee")  from another party
hereto (each an  "Indemnitor")  in any way relating to a Third Party Claim shall
be governed by the following procedures of this Section 8.4:

                (i) The  Indemnitee  shall  give  prompt  written  notice to the
        Indemnitor of the commencement of any action, suit or proceeding, or any
        written  threat  thereof,  or any state of facts  which  the  Indemnitee
        reasonably  determines  will  give  rise  to a claim  by the  Indemnitee
        against the Indemnitor  based on the indemnity  agreements  contained in
        this Article 8, which notice shall set forth the nature and basis of the
        claim and the amount thereof (or a reasonable  estimate of such amount),
        to the extent known and any other reasonably relevant information in the
        possession of the Indemnitee (a "Notice of Claim"). No failure to give a
        Notice of Claim  shall  affect  the  indemnification  obligations  of an
        Indemnitor  hereunder,  except to the  extent  such  failure  materially
        prejudices such Indemnitor's  ability to successfully  defend the matter
        giving rise to the indemnification claim.



                                      -29-
<PAGE>


                (ii) In the event that an  Indemnitee  furnishes  an  Indemnitor
        with a Notice of  Claim,  then upon the  written  acknowledgment  by the
        Indemnitor  given to the  Indemnitee  within  thirty (30) days after the
        Indemnitor's  receipt of the  Notice of Claim,  that the  Indemnitor  is
        undertaking  and will  prosecute  the  defense  of the  claim  under the
        indemnity  agreements contained in this Article 8 and confirming that as
        between the  Indemnitor  and the  Indemnitee,  the claim  covered by the
        Notice of Claim is the  obligation  of the  Indemnitor,  with respect to
        which the  Indemnitor  is obligated to indemnify  and hold  harmless the
        Indemnitee  hereunder  and that the  Indemnitor  will be able to pay the
        full amount of potential liability, including all attorneys' fees, costs
        and other expenses,  in connection with such claim  (including,  without
        limitation, any action, suit or proceeding and all proceedings on appeal
        which  legal  counsel for the  Indemnitee  shall deem  appropriate)  (an
        "Indemnification Acknowledgment"),  then the claim covered by the Notice
        of Claim may be defended by the Indemnitor;  provided, however, that the
        Indemnitee is authorized to file any motion,  -------- ------- answer or
        other  pleading  that may be  reasonably  necessary  or  appropriate  to
        protect its interests  during such thirty (30) day period.  In the event
        the Indemnitor does not furnish an Indemnification Acknowledgment to the
        Indemnitee  within  such  time  period,  or does  not  offer  reasonable
        assurances to the Indemnitee as to  Indemnitor's  financial  capacity to
        satisfy any final  judgment or  settlement,  the  Indemnitee  may,  upon
        written  notice to the  Indemnitor,  assume control of the defense (with
        legal counsel chosen by the Indemnitee) and defend, settle or dispose of
        the  claim,   at  the  sole  cost  and   expense   of  the   Indemnitor.
        Notwithstanding  receipt  of  an  Indemnification  Acknowledgment,   the
        Indemnitee  shall  have the right to employ  its own  legal  counsel  in
        respect of any such claim, action, suit or proceeding,  but the fees and
        expenses of such legal counsel shall be at the Indemnitee's own cost and
        expense, unless (A) the employment of such legal counsel and the payment
        of such fees and expenses both shall have been  specifically  authorized
        by the Indemnitor or (B) the Indemnitee shall have reasonably concluded,
        based upon a written opinion of legal counsel to the Indemnitee,  a copy
        of  which  shall be  furnished  to the  Indemnitor,  that  there  may be
        defenses  available  to the  Indemnitee  which  are  different  from  or
        additional to those  available to the  Indemnitor  (if the Indemnitor is
        also a party or potential  party to the claim) or the claim is one which
        could  have a  material  adverse  effect  on the  business,  operations,
        assets,  properties  or  prospects of the  Indemnitee  in which case the
        costs and  expenses  incurred  by the  Indemnitee  shall be borne by the
        Indemnitor.

                (iii)  The  Indemnitee  or the  Indemnitor,  as the case may be,
        depending  upon who is  controlling  the defense of the action,  suit or
        proceeding,  shall keep the other fully informed of such claim,  action,
        suit or  proceeding at all stages  thereof,  whether or not the other is
        represented by legal counsel.  Subject to the Indemnitor  furnishing the
        Indemnitee  with an  Indemnification  Acknowledgment  in accordance with
        Section  8.4(a)(ii)



                                      -30-
<PAGE>

        hereof,  the Indemnitee  shall cooperate with the Indemnitor and provide
        such assistance,  at the sole cost and expense of the Indemnitor, as the
        Indemnitor may reasonably  request in connection with the defense of any
        such claim, action, suit or proceeding,  including,  but not limited to,
        providing  the  Indemnitor  with  access  to and  use  of  all  relevant
        corporate  records and making  available  its officers and employees for
        depositions, pre-trial discovery and as witnesses at trial, if required.
        In requesting any such cooperation, the Indemnitor shall have due regard
        for, and attempt to not be  disruptive  to, the business and  day-to-day
        operations  of the  Indemnitee  and shall  follow  the  requests  of the
        Indemnitee  regarding any documents or instruments  which the Indemnitee
        reasonably believes should be given confidential treatment or is subject
        to a privilege.

          (b) The  Indemnitor  shall  not  settle  any  claim,  action,  suit or
proceeding  which  Indemnitor has undertaken to defend,  in accordance  with the
procedures set forth in this Article 8, without the  Indemnitee's  prior written
consent (which consent shall not be  unreasonably  withheld or delayed),  unless
there  is no  obligation  on the part of the  Indemnitee  to  contribute  to any
payment  made to  settlement  of the  claim,  action,  suit or  proceeding,  the
Indemnitee  receives a general and  unconditional  release  with  respect to the
claim (which shall be in form, substance and scope reasonably  acceptable to the
Indemnitee),  there  is no  finding  or  admission  of  violation  of any  Legal
Requirement  by,  or effect on any other  claims  that may be made  against  the
Indemnitee and the relief granted in connection  therewith requires no action on
the part of, and has no effect on, the Indemnitee or its business or reputation.
If the  Indemnitee  is  controlling  the defense of the claim,  action,  suit or
proceeding,  the  Indemnitee  shall not  settle  the  claim,  action,  suit,  or
proceeding  without the Indemnitor's  prior written consent (which consent shall
not be unreasonably withheld or delayed).

          (c) Any  claim  made by a  Purchaser  Indemnified  Person  or a Seller
Indemnified Person that may be made under more than one subsection under Section
8.2 or 8.3, as applicable,  may be made under the  subsection  that the claiming
party may elect in its sole discretion,  notwithstanding  that such claim may be
made under more than one subsection.

      8.5 Procedure for Indemnification - Direct Indemnification Claims. A claim
for  indemnification  for any matter not  relating to a Third Party Claim may be
asserted by notice directly by the Indemnitee to the Indemnitor.

      8.6 Right to Indemnification Not Affected by Knowledge or Waiver.
          ------------------------------------------------------------

          (a) The right to indemnification hereunder, payment of Losses or other
remedy based upon breach of any representation, warranty, covenant, agreement or
obligation  of a party  hereunder  shall not be  affected  by any  investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this  Agreement  or the Closing Date  (including,  without  limitation,  the due
diligence  investigation  engaged in by the Purchaser and its  representatives),
with respect to the accuracy or inaccuracy  of or  compliance  or  noncompliance
with, any such representation, warranty, covenant, agreement or obligation.



                                      -31-
<PAGE>


          (b) The waiver of any condition to a party's  obligation to effectuate
the Closing and  consummate the  transactions  contemplated  hereby,  where such
condition is based on the accuracy of any representation or warranty,  or on the
performance of or compliance  with any covenant,  agreement or obligation,  will
not affect the right to indemnification, payment of Losses or other remedy based
on such representation, warranty, covenant, agreement or obligation.

      8.7 Time Limitations.
          ----------------

          (a) Except for any liability  with respect to (i) the  representations
and warranties set forth in Section 4.5, Section 4.6, Section 4.9, Section 4.18,
Section 4.21 and Section  4.22 hereof;  (ii) a claim with respect to a breach of
any  representation or warranty or any covenant,  agreement or obligation of the
Seller based upon fraud;  (iii) the  covenants  set forth in Section 6.4 and 7.1
hereof; and (iv) the matters subject to Section 8.2(c) and Section 8.2(d) (items
(i) through (iv) collectively,  the "Extended Period Claims"),  the Seller shall
have no liability  with respect to the matters  described in Section 8.2 unless,
on or before  the date that is the three  (3) year  anniversary  of the  Closing
Date, the Purchaser  notifies the Seller of a claim specifying the factual basis
of that claim in  reasonable  detail to the extent then known by the  Purchaser.
Notwithstanding  the foregoing,  a claim for indemnification by the Purchaser or
any other Purchaser Indemnified Person with respect to any Extended Period Claim
may be  made  at any  time  until  ninety  (90)  days  after  expiration  of the
applicable  statute of  limitations  and any extensions  thereof.  Any claim for
indemnification  made prior to the applicable  time limitation set forth in this
Section  8.7(a),  if any,  shall be  permitted  notwithstanding  the  subsequent
expiration of such time limitation.

          (b) Except for any liability with respect to any claim with respect to
a breach of any representation,  warranty,  covenant, agreement or obligation of
the  Purchaser  based upon fraud,  the  Purchaser  shall have no liability  with
respect to the matters  described  in Section 8.4 unless,  on or before the date
that is the three (3) year  anniversary  of the Closing Date,  the Seller or the
Seller Indemnified Person notify the Purchaser of a claim specifying the factual
basis of that claim in reasonable  detail to the extent then known by the Seller
or the Seller Indemnified  Person.  Notwithstanding  the foregoing,  a claim for
indemnification  by the Seller or a Seller  Indemnified Person with respect to a
claim  with  respect  to a breach  of any  representation,  warranty,  covenant,
agreement or obligation of the  Purchaser  based upon fraud,  may be made at any
time until ninety (90) days after the  expiration of the  applicable  statute of
limitations and any extension thereof.  Any claim for indemnification made prior
to the time  limitation  set  forth in this  Section  8.7(b),  if any,  shall be
permitted notwithstanding the subsequent expiration of such time limitation.

      8.8 Limitations on Amount.
          --------------------

          (a) The Seller shall have liability for  indemnification  with respect
to any Loss  based  upon  Section  8.2  hereof  from the  first  dollar of Loss.
Anything to the contrary notwithstanding, the Seller shall have no liability for
indemnification  to the extent  that the  aggregate  amount of all  Losses  with
respect to such matters  exceeds an amount equal to the Purchase  Price plus the
amount  of  the  Deferred   Consideration   under  the  Escrow   Agreement  (the
"Indemnification Limit").



                                      -32-
<PAGE>

          (b)  Notwithstanding  anything  to the  contrary  set forth in Section
8.8(a) hereof, the Indemnification  Limit set forth in said Section 8.8(a) shall
not apply to any claim by the Purchaser or other  Purchaser  Indemnified  Person
with  respect  to  a  claim  for   indemnification   with  respect  to  (i)  the
representations  or warranties set forth in Sections 4.5, 4.6, 4.9,  4.18,  4.21
and 4.22; (ii) any claim for  indemnification  based upon fraud; (iii) any claim
for  indemnification  with  respect  to a breach of the  covenants  set forth in
Section 6.4 and 7.1; or (iv) any claim for indemnification  under Section 8.2(d)
hereof.

      8.9 Right To Set-off Against the Consideration Shares. Notwithstanding any
of the terms and provisions  contained  herein,  should any claims for Losses be
made in good faith by a Purchaser Indemnified Party against the Seller,  whether
pursuant  to the  provisions  of this  Article  8  hereof  or any of the  Seller
Documents,  the Purchaser shall give notice to the Seller of the claim for which
it is exercising its right to set-off and, if the  circumstances  giving rise to
such claim have not been cured by the Seller  within ten (10) days after  deemed
receipt of such  notice  pursuant  to Section  9.5,  the  Purchaser  may, in the
exercise  of its good faith  judgment,  set-off  and deduct  such  amount by the
cancellation  of  Consideration  Shares with the  Company's  transfer  agent and
following such cancellation by the Company, Seller shall have no right, title or
interest to the Consideration  Shares whatsoever,  and such shares shall be null
and void; provided, that any amount that may be set-off pursuant to this Section
8.9  shall  be  reduced  by any  amounts  paid on such  claim  to the  Purchaser
Indemnified  Party by the Seller  pursuant to Article 8 hereof.  For purposes of
calculating  set-off  amounts under this Section 8.9, each  Consideration  Share
shall have a value  equal to $____,  adjusted if and as  appropriate  to reflect
issued or issuable stock or cash dividends, stock splits, combination of shares,
or issuance of different or replacement  securities affecting such Consideration
Share during the term of this Agreement (but not adjusted for market fluctuation
in value of Parent Common Stock).

      8.10  Arbitration  with  Respect  to  Set-Off  Rights.  Any  disagreement,
dispute,  controversy or claim arising out of or relating  solely to Section 8.9
of this Agreement shall be submitted to binding  arbitration before the American
Arbitration  Association  ("AAA"),  in  accordance  with its rules of Commercial
Arbitration.  The decision of the arbitrator shall be final and binding upon the
parties,  and it may be  entered  in any court of  competent  jurisdiction.  The
arbitration  shall take place in New York,  New York.  The  arbitrator  shall be
bound by the laws of the State of New York applicable to all relevant privileges
and the attorney work product  doctrine.  The arbitrator shall have the power to
grant equitable relief where applicable under New York law. The arbitrator shall
issue a written  opinion  setting  forth  his or her  decision  and the  reasons
therefor within thirty (30) days after the arbitration  proceeding is concluded.
The obligation of the parties to submit any dispute  arising under or related to
Sections 8.9 of this  Agreement to  arbitration as provided in this Section 8.10
shall  survive  the  expiration  or  earlier   termination  of  this  Agreement.
Notwithstanding  the  foregoing,  either party may seek an  injunction  or other
appropriate relief from a court of competent jurisdiction to preserve or protect
the status quo with respect to any matter pending  conclusion of the arbitration
proceeding,  but no such application to a court shall in any way be permitted to
stay or otherwise impede the progress of the arbitration proceeding.  Each party
shall pay its own costs  (including,  without  limitation,  attorney's  fees and
disbursements)  and  expenses in  connection  with any  arbitration  proceeding.
Purchaser and Seller hereby consent to the  jurisdiction of the AAA in the State
of New York  for the  purpose  of any  arbitration  arising  out of any of their
obligations arising hereunder.



                                      -33-
<PAGE>


                                    ARTICLE 9

                                  MISCELLANEOUS
                                  -------------

      9.1 Expenses.  Except as otherwise  expressly  provided in this Agreement,
each party hereto shall pay its own costs and  expenses  incurred in  connection
with or incidental to the  preparation and  negotiations of this Agreement,  the
carrying out of the  provisions of this  Agreement and the  consummation  of the
transactions contemplated hereby (including, without limitation, attorneys' fees
and expenses).

      9.2  Amendment.  This Agreement may not be modified,  amended,  altered or
supplemented,  except by a written  agreement  executed  by each of the  parties
hereto.

      9.3 Entire Agreement. This Agreement, including the schedules and exhibits
hereto,  and the  instruments  and other  documents  delivered  pursuant to this
Agreement,  the Seller Documents and the Purchaser  Documents contain the entire
understanding and agreement of the parties relating to the subject matter hereof
and supersedes all prior and/or contemporaneous understandings and agreements of
any kind and nature (whether  written or oral) among the parties with respect to
such subject matter including, without limitation, that certain letter of intent
dated April 22, 2004 among the Seller and the Purchaser, all of which are merged
herein. No representations or warranties have been made by the Seller, or relied
upon by the  Purchaser,  with  respect to the subject  matter  hereof other than
those contained  herein,  or in the Seller  Documents.  No  representations  and
warranties have been made by the Purchaser,  or relied upon by the Seller,  with
respect to the subject matter hereof other than those contained herein or in the
Purchaser Documents.

      9.4 Waiver. Any waiver by the Purchaser,  on the one hand, and the Seller,
on the other hand,  of any breach of or failure to comply with any  provision or
condition of this  Agreement  by the other party shall not be  construed  as, or
constitute,  a continuing waiver of such provision or condition,  or a waiver of
any other breach of, or failure to comply with, any other provision or condition
of this  Agreement,  any such  waiver to be limited to the  specific  matter and
instance  for which it is given.  No waiver of any such  breach or failure or of
any  provision  or condition of this  Agreement  shall be effective  unless in a
written  instrument signed by the party granting the waiver and delivered to the
other party  hereto in the manner  provided  for  hereunder  in Section  9.5. No
failure or delay by either  party to enforce or  exercise  its rights  hereunder
shall be deemed a waiver hereof, nor shall any single or partial exercise of any
such right or any abandonment or discontinuance of steps to enforce such rights,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.

      9.5 Notices. All notices, demands,  consents,  requests,  instructions and
other communications to be given or delivered or permitted under or by reason of
the  provisions  of  this  Agreement  or in  connection  with  the  transactions
contemplated  hereby shall be in writing and shall be deemed to be delivered and
received by the intended recipient as follows: (a) if personally  delivered,  on
the Business Day of such  delivery (as  evidenced by the receipt of the personal
delivery  service),  (b) if mailed  certified or registered  mail return receipt
requested,  four (4)  Business  Days after being  mailed,  (c) if  delivered  by
overnight  courier (with all charges having been  prepaid),  on the Business Day
after such delivery (as evidenced by the receipt of the

                                      -34-
<PAGE>


overnight  courier  service of  recognized  standing),  or (d) if  delivered  by
facsimile transmission, on the Business Day of such delivery if sent before 6:00
p.m. in the time zone of the recipient,  or if sent after that time, on the next
succeeding  Business Day (as evidenced by the printed  confirmation  of delivery
generated by the sending party's  telecopier  machine).  If any notice,  demand,
consent, request, instruction or other communication cannot be delivered because
of a changed  address  of which no notice  was  given (in  accordance  with this
Section  9.5),  or the  refusal to accept  same,  the notice,  demand,  consent,
request,  instruction  or other  communication  shall be deemed  received on the
second Business Day the notice is sent (as evidenced by a sworn affidavit of the
sender). All such notices, demands, consents,  requests,  instructions and other
communications  will be sent to the following  addresses or facsimile numbers as
applicable:

                  If to the Seller:

                  Berdy Medical Systems, Inc.
                  Park 80 West, Plaza II
                  Suite 200
                  Saddle Brook, New Jersey 07663-5836
                  Attention:  Dr. Jack Berdy
                  Telecopier:

                  If to the Purchaser:
                  Ramp Corporation
                  33 Maiden Lane
                  New York, New York  10038
                  Attention:     Mr. Andrew Brown, President
                  Telecopier:    (509) 757-4801

                  with a copy to:

                  Jenkens & Gilchrist Parker Chapin LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY  10174
                  Attention:  Martin Eric Weisberg, Esq.
                  Telecopier:    (212) 704-6157

or to such other  address as any party may specify by notice  given to the other
party in accordance with this Section 9.5.

      9.6 Governing Law;  Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE,  WITHOUT REGARD TO ANY OF ITS
PRINCIPLES  OF  CONFLICTS  OF LAWS OR  OTHER  LAWS  WHICH  WOULD  RESULT  IN THE
APPLICATION  OF THE LAWS OF  ANOTHER  JURISDICTION;  EXCEPT,  HOWEVER,  THAT THE
APPLICABILITY  OF BULK SALES  SHALL BE  GOVERNED BY THE LAWS OF THE STATE OF NEW
JERSEY.  THIS AGREEMENT SHALL BE CONSTRUED AND



                                      -35-
<PAGE>


INTERPRETED  WITHOUT  REGARD TO ANY  PRESUMPTION  AGAINST THE PARTY CAUSING THIS
AGREEMENT  TO BE  DRAFTED.  EACH  OF  THE  PARTIES  HEREBY  UNCONDITIONALLY  AND
IRREVOCABLY  WAIVES  THE  RIGHT  TO A  TRIAL  BY  JURY  IN ANY  ACTION,  SUIT OR
PROCEEDING  ARISING  OUT OF OR RELATING TO THIS  AGREEMENT  OR THE  TRANSACTIONS
CONTEMPLATED  HEREBY.  EXCEPT  FOR  THOSE  CLAIMS  GOVERNED  BY THE  ARBITRATION
PROVISIONS OF SECTION 8.11 OF THIS AGREEMENT EACH OF THE PARTIES UNCONDITIONALLY
AND  IRREVOCABLY  CONSENTS TO THE  EXCLUSIVE  JURISDICTION  OF THE COURTS OF THE
STATE OF NEW YORK,  COUNTY OF NEW YORK,  AND THE FEDERAL  DISTRICT COURT FOR THE
SOUTHERN  DISTRICT OF NEW YORK WITH  RESPECT TO ANY SUIT,  ACTION OR  PROCEEDING
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY,  AND EACH OF THE PARTIES HEREBY  UNCONDITIONALLY  AND IRREVOCABLY WAIVES
ANY  OBJECTION  TO VENUE IN ANY SUCH  COURT,  AND  AGREES  THAT  SERVICE  OF ANY
SUMMONS,  COMPLAINT,  NOTICE OR OTHER PROCESS  RELATING TO SUCH SUIT,  ACTION OR
OTHER PROCEEDING MAY BE EFFECTED IN THE MANNER PROVIDED IN SECTION 9.5.

      9.7  Severability.  Without  limiting  anything  set forth in Section  9.4
hereof, the parties agree that should any provision of this Agreement be held to
be invalid, illegal or unenforceable in any jurisdiction,  that holding shall be
effective only to the extent of such invalidity,  illegally or  unenforceability
without  invalidating  or  rendering  illegal  or  unenforceable  the  remaining
provisions hereof, and any such invalidity, illegally or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction. It is the intent of the parties that this Agreement be fully
enforced to the fullest extent permitted by applicable law.

      9.8  Binding  Effect;  Assignment.  This  Agreement  and  the  rights  and
obligations  hereunder may not be assigned by any party hereto without the prior
written consent of the other parties hereto;  provided,  that, the Purchaser, in
its  sole  discretion,  may  assign  this  Agreement  and any of its  rights  or
obligations  hereunder to any of its  Affiliates  or the legal  successor to the
Purchaser;  provided,  further,  that any such assignment  shall not relieve the
Purchaser of any of its obligations  under this Agreement.  This Agreement shall
be binding  upon and shall inure to the benefit of the parties  hereto and their
respective  successors  and  permitted  assigns and the heirs,  estate and legal
representatives of the Seller.

      9.9 Headings. The section headings contained in this Agreement (including,
without limitation, section headings and headings in the exhibits and schedules)
are inserted  for  reference  purposes  only and shall not affect in any way the
meaning,  construction or interpretation of this Agreement. Any reference to the
masculine,  feminine, or neuter gender shall be a reference to such other gender
as is appropriate.  References to the singular shall include the plural and vice
versa.

      9.10 Third Parties.  Except as expressly  permitted by Section 9.8 hereof,
nothing  herein is intended or shall be  construed to confer upon or give to any
Person,  other than the parties hereto and the Indemnified  Persons, any rights,
privileges or remedies under or by reason of this Agreement.



                                      -36-
<PAGE>


      9.11  Counterparts.  This  Agreement  may be  executed  in two (2) or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original, and all of which, when
taken together, shall constitute one and the same document. This Agreement shall
become effective when one or more counterparts,  taken together, shall have been
executed and delivered by all of the parties.

              [The remainder of this page intentionally left blank]



















                                      -37-
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.



                             SELLER:

                             BERDY MEDICAL SYSTEMS, INC.


                             By:
                                 -----------------------------------------------
                                 Name: Jack Berdy
                                 Title: Chief Executive Officer



                             PURCHASER:

                             RAMP CORPORATION


                             By:
                                ------------------------------------------------
                                Name:  Andrew Brown
                                Title:    President and Chief Executive Officer





                                      -38-
<PAGE>


                                   APPENDIX I

      "Accounts  Receivable" means all trade accounts  receivable and all notes,
bonds and other  evidences  of  indebtedness  of and rights to receive  payment,
including,  without  limitation,  rebates,  refunds and similar payments and any
rights of the Seller with respect to any third party  collection  procedures  or
any other  actions  or  proceedings  relating  to the  Business  which have been
commenced in connection therewith and any other item that would be characterized
as an account  receivable in accordance  with GAAP (as such term is  hereinafter
defined).

      "Affiliate" of any Person (as such term is hereinafter  defined) means any
stockholder, member, Person or entity controlling, controlled by or under common
control with such Person, or any director,  officer,  manager or key employee of
such Person or any of the  respective  immediate  family members of such Person.
For purposes of this definition,  the term "control",  when used with respect to
any  Person,  means the power to direct  the  management  and  policies  of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" shall have meanings that correspond to the foregoing.

      "Authorizations"  means  all  licenses,  permits,  franchises,  approvals,
authorizations,  qualifications,  concessions or the like,  issued or granted by
any  federal,  state,  local or  foreign  Governmental  Entity  (as such term is
hereinafter defined) or by any nongovernmental  entity to any Person or which in
any way relate to the Business or the Purchased Assets.

      "Business Day" means a day other than a Saturday, Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

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

      "Employee  Benefit  Plan" means any  "employee  pension  benefit plan" (as
defined in Section 3(2) of the Employee  Retirement Income Security Act of 1974,
as amended  ("ERISA")),  any  "employee  welfare  benefit  plan" (as  defined in
Section  3(1) of  ERISA),  and any other  written  or oral  plan,  agreement  or
arrangement  involving  direct  or  indirect  compensation,   including  without
limitation insurance coverage, severance benefits, disability benefits, deferred
compensation,  bonuses,  stock options,  stock  purchase,  phantom stock,  stock
appreciation  or  other  forms  of  incentive  compensation  or  post-retirement
compensation  which the Seller or any ERISA  Affiliate (as defined herein) on or
before  Closing  has  sponsored,  maintained  or  contributed  to or has had any
obligation, liability (whether contingent or other), or responsibility.



                                       -i-
<PAGE>


      "Environment"   means  all  air,  surface  water,   groundwater  or  land,
including,  without limitation, land surface or subsurface,  including,  without
limitation, all fish, wildlife, biota and all other natural resources.

      "Environmental  Claim"  means  any  and  all  administrative  or  judicial
actions,   suits,  orders,  claims,  liens,  notices,   notices  of  violations,
investigations,  complaints,  requests  for  information,  proceedings  or other
communications (whether written or oral), whether criminal or civil, pursuant to
or relating to any  applicable  Environmental  Law (as such term is  hereinafter
defined) by any Person (including,  but not limited to, any Governmental  Entity
or citizens' group) based upon, alleging,  asserting,  or claiming any actual or
potential  (a)  violation  of or  liability  under any  Environmental  Law,  (b)
violation of any Environmental Permit (as such term is hereinafter  defined), or
(c) liability for investigatory costs,  cleanup costs,  removal costs,  remedial
costs,  response costs,  natural resource  damages,  property  damage,  personal
injury,  fines or penalties  arising out of, based on, resulting from or related
to the  presence,  Release (as such term is  hereinafter  defined) or threatened
Release  into the  Environment  of any  Hazardous  Substance  (as  such  term is
hereinafter  defined)  at any  location,  including,  but not  limited  to,  any
off-Site (as such term is hereinafter  defined)  location to which any Hazardous
Substance  or  materials  containing  any  Hazardous  Substance  were  sent  for
handling, storage, treatment or disposal.

      "Environmental  Law"  means any and all  current  federal,  state,  local,
provincial and foreign, civil and criminal laws, statutes,  ordinances,  orders,
codes, rules, regulations,  Environmental Permits, policies, guidance documents,
judgments,  decrees,  injunctions,  or agreements with any Governmental  Entity,
relating to the  protection  of health and the  Environment,  worker  health and
safety,  and/or governing the handling,  use,  generation,  treatment,  storage,
transportation,  disposal, manufacture,  distribution,  formulation,  packaging,
labeling, or Release of Hazardous Substance,  including, but not limited to: the
Clean  Air Act,  42  U.S.C.ss.7401  et  seq.;  the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, 42 U.S.C.ss.9601 et seq.; the
Federal Water  Pollution  Control Act, 33  U.S.C.ss.1251  et seq.; the Hazardous
Material  Transportation  Act, 49 U.S.C.ss.1801 et seq.; the Federal Insecticide
Fungicide and Rodenticide Act, 7 U.S.C.ss.136 et seq.; the Resource Conservation
and  Recovery  Act of  1976  ("RCRA"),  42  U.S.C.ss.6901  et  seq.;  the  Toxic
Substances  Control Act, 15 U.S.C.ss.2601  et seq.; the Occupational  Safety and
Health Act of 1970, 29  U.S.C.ss.651  et seq.; the Oil Pollution Act of 1990, 33
U.S.C.  ss.2701 et seq.;  and the state  analogies  thereto;  and any common law
doctrine,  including,  but  not  limited  to,  negligence,  nuisance,  trespass,
personal  injury,  or property damage related to or arising out of the presence,
Release, or exposure to a Hazardous Substance.

      "Environmental  Permit" means any federal,  state, local,  provincial,  or
foreign  permits,   licenses,   consents  or  Authorizations   required  by  any
Governmental  Entity  under  or in  connection  with any  Environmental  Law and
includes  any and all orders,  consent  orders or binding  agreements  issued or
entered into by a Governmental Entity under any applicable Environmental Law.

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

      "ERISA  Affiliate" means any entity which is, or within the last six years
was, a member of (i) a controlled  group of corporations  (as defined in Section
414(b) of the Code),  (ii) a group of trades or businesses  under common control
(as defined in Section 414(c) of the Code),


                                      -ii-
<PAGE>


or (iii) an affiliated  service  group (as defined  under Section  414(m) of the
Code or the regulations under Section 414(o) of the Code), any of which includes
or included the Seller.

      "GAAP" means  generally  accepted  accounting  principles in effect in the
United States of America at the time of any determination, and which are applied
on a consistent basis. All accounting terms used in this Agreement which are not
expressly defined in this Agreement shall have the meanings given to those terms
by GAAP, unless the context of this Agreement otherwise requires.

      "Governmental Entity" means any court, tribunal, arbitrator,  executive or
regulatory  authority,  tax  authority,  agency,  commission,  official or other
instrumentality  of the United  States of America,  any  foreign  country or any
domestic  or  foreign  state,  county,  city,  municipality  or other  political
subdivision.

      "Hazardous Substance" means petroleum, petroleum hydrocarbons or petroleum
products,   petroleum   by-products,    radioactive   materials,   asbestos   or
asbestos-containing  materials,  gasoline, diesel fuel, pesticides,  radon, urea
formaldehyde, lead or lead-containing materials,  polychlorinated biphenyls, and
any  other  chemicals,  materials,  substances  or  wastes,  in  any  amount  or
concentration,  which  are now or  hereafter  become  defined  or  regulated  as
"hazardous substances",  "hazardous materials",  "hazardous wastes",  "extremely
hazardous wastes",  "restricted  hazardous wastes",  "toxic substances",  "toxic
pollutants",   "pollutants",   "regulated   substances",   "solid   wastes"   or
"contaminants" or words of similar import under any Environmental Law.

      "Intangibles" means the Intellectual Property Rights,  including,  without
limitation,  all trade secrets,  designs and methodologies,  formulae,  recipes,
research  and  development,  inventions  (whether or not  patentable)  and other
proprietary  processes  and  information  of  any  kind  not  directly  used  in
connection  with the Business but being  developed or considered for development
any time  during  the last  five (5) years by the  Seller  or by others  for the
benefit of the Seller for use in connection with the Business.

      "Intellectual  Property  Rights"  means all United  States of America  and
foreign:  patents;  copyrights,  trademarks;  trade names;  service marks; brand
names; business and product names; uniform resource locators ("URL's"); internet
domain names;  internet  websites and the electronic  files,  content and layout
related thereto;  email  addresses;  listings in telephone books and directories
and  internet  directories;  browser,  search  engines and  hyper-links;  logos;
symbols;  trade dress;  design and  representation  or expressions of any of the
foregoing;  all  registrations  or applications  for  registration of any of the
foregoing;  and all databases and  compilations,  including any and all data and
collections of data; source codes;  object codes;  computer programs  (including
any and all software  implementation of algorithms,  models and  methodologies),
and computer  software in any form or medium, in each case that are owned by the
Seller and/or were,  are or may be used in connection  with the Business or held
for use or being  developed  by the Seller or by others  for the  benefit of the
Seller  for  use in  connection  with  the  Business;  and  all  trade  secrets;
industrial or  manufacturing  models;  tools,  methods and processes;  formulae;
recipes;  research  and  development;  inventions  (whether or not  patentable);
know-how;   manufacturing,   engineering  and  other  drawings  and  blueprints;
technology;  information systems (IS);  information  technology (IT);  technical
information;  engineering data;


                                     -iii-
<PAGE>


design and  engineering  specifications;  and other  proprietary  processes  and
information  of any kind owned by the Seller and which were,  are or may be used
in connection with the Business or any of the Purchased Assets.

      "Inventory" means all of the Seller's inventories of products, whether raw
materials,  work-in-process  or finished goods,  all goods used in the Business,
all of the  Seller's  merchandising,  promotional  and  packaging  supplies  and
materials  which are held at, or are in transit from or to, any of the locations
at which any aspect of the  operations  of the Seller  and/or  the  Business  is
conducted,  or which are used by or held for the benefit of the Seller,  and any
other item of the Seller which in accordance with GAAP would be characterized as
inventory.

      "knowledge",  "known",  "best  knowledge"  and language of similar  import
shall mean those  matters of which the  applicable  Person is "aware"  and shall
include all matters actually or constructively known or which should be known by
such  Person,  and which,  in the case of the Seller,  shall  include any of its
stockholders,  directors,  officers  and  employees,  in each  case,  after  due
diligence and investigation.

      "Legal  Requirement"  of a Person means any statute,  rule,  regulation or
other  provision of law, or any order,  judgment or other  direction of a court,
arbitration  panel or other tribunal  resolution or any Governmental  Entity, or
any other requirement, permit, registration, license or Authorization applicable
to such Person, or to any of its properties. assets or business.

      "Liens" means any liens, charges,  encumbrances,  options, rights of first
refusal,  security interests,  claims, mortgages,  pledges, charges,  easements,
obligations  or any  other  encumbrances  (including,  without  limitation,  any
conditional  sale or other title retention  agreement or any lease in the nature
thereof  and any  agreement  to grant or to permit or suffer to exist any of the
foregoing)  or  third  party  rights  or  equitable   interests  of  any  nature
whatsoever.

      "Material  Adverse  Effect"  shall mean an adverse  effect on the  assets,
properties,  operations,  prospects or condition (financial or otherwise) of the
Business or the  Purchased  Assets  resulting  in any Losses of the Seller which
Losses  equal or  exceed  the  amount of  $1,000  individually  or $5,000 in the
aggregate.

      "Person" means any natural  individual,  corporation,  partnership,  joint
venture, trust, limited liability company,  association,  organization,  firm or
other entity.

      "Release"  means  any  spilling,   leaking,  pumping,  pouring,  emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing of a
Hazardous Substance into the Environment.

      "Site" means any real  property  currently or previously  leased,  used or
operated  by the  Seller,  any  predecessors  of  the  Seller  or  any  entities
previously  owned  by the  Seller,  including,  without  limitation,  all  soil,
subsoil, surface waters and groundwater thereat.

      "Tax"  or  "Taxes"  means  any  and  all  taxes,  charges,  fees,  levies,
deficiencies or other assessments of any nature whatsoever,  including,  without
limitation,  any  federal,  state,  local or  foreign  income,  gross  receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall  profits,  environmental  (pursuant  to  Section  59A  of the  Code  or


                                      -iv-
<PAGE>


otherwise),  custom duties,  capital  stock,  net worth,  franchise,  recording,
employee's  income  withholding,  foreign  withholding,  social security (or its
equivalent),   unemployment,   disability,  real  property,  personal  property,
intangible property, sales, use, transfer, value added, occupancy, registration,
customs,  recording,  gains,  alternative or add-on minimum,  estimated or other
taxes,  charge,  fee, levy,  deficiency or other  assessment of whatever kind or
nature, including any interest,  penalties or additions to tax in respect of any
of the  foregoing,  whether  disputed or not, and any  obligation  to indemnify,
assume or succeed to the  liability of any other Person in respect of any of the
foregoing (including,  without limitation,  as a transferee (pursuant to Section
6901 of the Code or otherwise),  as a result of Treasury Regulation  ss.1.1502-6
or similar  provision  of  applicable  law,  or as a result of a tax  sharing or
similar agreement, arrangement or understanding).

      "Tax  Return"  means  any  federal,   state,   local  or  foreign  return,
declaration,  report, claim for refund or credit, document, or other information
or filing  (including any schedule or exhibit thereto) that is filed or required
to be supplied to any Governmental Entity or Regulatory  Authority in respect of
or relating to any Tax, and any amendment  thereof,  whether on a  consolidated,
combined, unitary or separate basis.

      "Third  Party Claim" means a claim or demand made by any Person who is not
a party  to this  Agreement  including,  without  limitation,  any  corporation,
Governmental Entity or other third party against an Indemnitee.













                                      -v-
<PAGE>


                                TABLE OF EXHIBITS


Exhibit A   -   Escrow Agreement
Exhibit B   -   Bill of Sale
Exhibit C   -   Agreement, Termination and Release























                                      E-1
<PAGE>


                                    SCHEDULES


Schedule 2.5       Purchase Price Allocation
chedule 2.6       Locations of Purchased Assets
Schedule 4.5(a)    Litigation
Schedule 4.5(b)    Legal Compliance
Schedule 4.6       Seller Consents/Approvals
Schedule 4.7       Financial Statements
Schedule 4.8       Liabilities
Schedule 4.9(a)    Tax Matters
Schedule 4.9(b)    Tax Return Jurisdictions
Schedule 4.10      Exceptions to Title
Schedule 4.11      Fixed Assets
Schedule 4.12      Intellectual Property Rights
Schedule 4.13      Material Agreements
Schedule 4.14(a)   Customers and Suppliers
Schedule 4.14(b)   Changes to Customers/Suppliers
Schedule 4.15      Inventory
Schedule 4.16      Accounts Receivable
Schedule 4.18      Environmental Matters
Schedule 4.22      Product Warranties
Schedule 4.23      Insurance Policies
Schedule 4.24      Leased Real Property
Schedule 4.25(a)   Employees
Schedule 4.25(b)   Employee Benefit Plans
Schedule 4.27      Bank Accounts
Schedule 4.28      Debt Schedule 5.5 Purchaser Consents/Approvals













                                      E-2