printer-friendly

Sample Business Contracts

Agreement and Plan of Merger - Bridge Information Systems Inc. and SAVVIS Holdings Corp.

Sponsored Links


================================================================================
                              AMENDED AND RESTATED
                          AGREEMENT AND PLAN OF MERGER



                                      Among
                        BRIDGE INFORMATION SYSTEMS, INC.,
                            SAVVIS ACQUISITION CORP.,

                                       and

                           SAVVIS HOLDINGS CORPORATION




                          Dated as of February 19, 1999



================================================================================

<PAGE>





                                TABLE OF CONTENTS

                                                                                      Page
                                                                                      ----
                                    ARTICLE I
                                   THE MERGER

                                                                                  
SECTION 1.01      The Merger.............................................................2
SECTION 1.02      Effect of the Merger...................................................2
SECTION 1.03      Consummation of the Merger.............................................2
SECTION 1.04      Charter, Bylaws, Directors and Officers................................2
SECTION 1.05      Further Assurances.....................................................2


                                   ARTICLE II
                            CONVERSION OF SECURITIES

SECTION 2.01      Exchange Ratio.........................................................3
SECTION 2.02      Stock Options, Series A Warrants, Rollover Warrants, Etc...............5
SECTION 2.03      Conversion of Capital Stock of Acquisition Corp........................5
SECTION 2.04      Dissenting Shares......................................................5
SECTION 2.05      Surrender and Exchange of Shares.......................................6
SECTION 2.06      Dissenting Shares After Payment of Fair Value..........................7
SECTION 2.07      Closing of Stock Transfer Books........................................7


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

SECTION 3.01      Organization and Qualification.........................................7
SECTION 3.02      Authorization of Agreements, Etc.......................................8
SECTION 3.03      Validity...............................................................8
SECTION 3.04      Capitalization.........................................................8
SECTION 3.05      Financial Statements, Etc..............................................9
SECTION 3.06      Absence of Undisclosed Liabilities.....................................9
SECTION 3.07      Absence of Certain Changes or Events...................................9




                                       ii

<PAGE>




                                                                                      Page
                                                                                      ----
                                                                                 
SECTION 3.08      Governmental Approvals................................................10
SECTION 3.09      Litigation............................................................10
SECTION 3.10      Trade Secrets.........................................................11
SECTION 3.11      Title to Properties...................................................11
SECTION 3.12      Use of Real Property..................................................11
SECTION 3.13      Personal Property.....................................................12
SECTION 3.14      Intellectual Property Rights..........................................12
SECTION 3.15      Labor Matters.........................................................12
SECTION 3.16      Taxes.................................................................13
SECTION 3.17      Compliance with Law; Permits..........................................14
SECTION 3.18      Employee Benefit Plans................................................15
SECTION 3.19      Environmental Matters.................................................17
SECTION 3.20      Contracts.............................................................17
SECTION 3.21      Insurance.............................................................18
SECTION 3.22      Pending Transactions..................................................19
SECTION 3.23      Claims Against Officers and Directors.................................19
SECTION 3.24      Customers, Suppliers, Etc.............................................19
SECTION 3.25      Account Receivable and Advances.......................................20
SECTION 3.26      Improper and Other Payments...........................................20
SECTION 3.27      Accuracy of Statements................................................20
SECTION 3.28      Brokers...............................................................20


                                   ARTICLE IV
                          REPRESENTATION AND WARRANTIES
                                    OF PARENT

SECTION 4.01      Organization and Qualification........................................21
SECTION 4.02      Authorization of Agreements, Etc......................................21
SECTION 4.03      Validity..............................................................21
SECTION 4.04      Capitalization........................................................22
SECTION 4.05      Financial Statements..................................................22
SECTION 4.06      Absence of Undisclosed Liabilities....................................23
SECTION 4.07      Governmental Approvals................................................23
SECTION 4.08      Litigation............................................................23
SECTION 4.09      Compliance with Laws..................................................24
SECTION 4.10      Brokers...............................................................24



                                       iii


<PAGE>




                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                              OF ACQUISITION CORP.

                                                                                      Page
                                                                                      ----
                                                                                  
SECTION 5.01      Organization and Qualification........................................24
SECTION 5.02      Authorization of Agreements, Etc......................................24
SECTION 5.03      Validity..............................................................25
SECTION 5.04      Governmental Approvals................................................25
SECTION 5.05      Brokers...............................................................25


                                   ARTICLE VI
                                    COVENANTS

SECTION 6.01      Conduct of the Company's Business.....................................25
SECTION 6.02      Stockholder Approval, Etc.............................................27
SECTION 6.03      Access to Information.................................................28
SECTION 6.04      Further Assurances....................................................29
SECTION 6.05      Inquiries and Negotiations............................................29
SECTION 6.06      Notification of Certain Matters.......................................30
SECTION 6.07      Employee Matters......................................................30
SECTION 6.08      Company Stock Plans...................................................31
SECTION 6.09      Warrants..............................................................31
SECTION 6.10      Indemnification.......................................................32
SECTION 6.11      Registration Rights...................................................33
SECTION 6.12      Representation Agreement..............................................33
SECTION 6.13      Pooling of Interests..................................................34


                                   ARTICLE VII
                            CONDITIONS TO THE MERGER

SECTION 7.01      Conditions to Each Party's Obligation to Effect the Merger............34
SECTION 7.02      Conditions to the Obligation of the Company to Effect the Merger......35
SECTION 7.03      Conditions to the Obligation of Parent and Acquisition Corp.
                  to Effect the Merger..................................................36



                                       iv

<PAGE>




                                  ARTICLE VIII
                           TERMINATION AND ABANDONMENT

                                                                                      Page
                                                                                      ----

                                                                                  
SECTION 8.01      Termination and Abandonment...........................................38
SECTION 8.02      Effect of Termination.................................................38


                                   ARTICLE IX
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

SECTION 9.01      Survival of Representations...........................................39
SECTION 9.02      General Indemnity.....................................................39
SECTION 9.03      Conditions of Indemnification.........................................39
SECTION 9.04      Limitations on Indemnification and Remedies...........................41
SECTION 9.05      Exclusive Remedies....................................................42


                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01     Expenses, Etc     ....................................................42
SECTION 10.02     Publicity, Confidentiality............................................43
SECTION 10.03     Execution in Counterparts.............................................43
SECTION 10.04     Notices...............................................................43
SECTION 10.05     Waivers...............................................................44
SECTION 10.06     Amendments, Supplements, Etc..........................................44
SECTION 10.07     Entire Agreement......................................................44
SECTION 10.08     Applicable Law........................................................45
SECTION 10.09     Binding Effect, Benefits..............................................45
SECTION 10.10     Assignability.........................................................45
SECTION 10.11     Severability..........................................................45
SECTION 10.12     Variation and Amendment...............................................45




                                       v

<PAGE>



                         INDEX TO SCHEDULES AND EXHIBITS

         Schedule                           Description
         --------                           -----------

         I                                  Stockholders
         II                                 Consideration
         3.01(a)                            Jurisdictions
         3.01(b)                            Subsidiaries
         3.04                               Capitalization
         3.05                               Financial Statements
         3.06                               Certain Liabilities
         3.07                               Certain Changes or Events
         3.08                               Governmental Approvals
         3.09                               Litigation
         3.11                               Liens and Encumbrances
         3.12                               Real Property Interests
         3.13                               Personal Property Interests
         3.14                               Intellectual Property Rights
         3.15                               Labor Matters
         3.16                               Taxes
         3.17                               Permits
         3.18                               Employee Benefit Plans
         3.19                               Environmental Matters
         3.20                               Contracts
         3.21                               Insurance
         3.24                               Customers; Suppliers, etc.
         3.25                               Accounts Receivable
         3.26                               Improper Payments
         3.28                               Brokers
         4.07                               Governmental Approvals
         4.08                               Litigation
         4.11                               Brokers
         5.04                               Governmental Approvals
         5.5                                Brokers
         6.07                               Employee Matters


                                       vi

<PAGE>





         Exhibit                            Description
         -------                            -----------
                                     
         A                                  Form of Escrow Agreement
         B-1                                Form of Opinion of Bryan Cave LLC
         B-2                                Form of Opinion of Reboul, MacMurray, Hewitt, Maynard
                                            & Kristol



                                       vii


<PAGE>



                              AMENDED AND RESTATED
                          AGREEMENT AND PLAN OF MERGER

                  AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of
March 19, 1999, among BRIDGE INFORMATION  SYSTEMS,  INC., a Missouri corporation
("PARENT"),  SAVVIS ACQUISITION  CORP., a Delaware  corporation and wholly-owned
subsidiary of Parent ("ACQUISITION  CORP."), and SAVVIS HOLDINGS CORPORATION,  a
Delaware  corporation  (the  "COMPANY").  The Company and Acquisition  Corp. are
hereinafter  sometimes  referred to as the  "CONSTITUENT  CORPORATIONS"  and the
Company as the "SURVIVING CORPORATION".

                  WHEREAS, Parent, Acquisition Corp. and the Company desire that
Acquisition Corp. merge with and into the Company (the "MERGER"), upon the terms
and  subject  to the  conditions  set forth  herein and in  accordance  with the
General  Corporation Law of the State of Delaware (the "DELAWARE GCL"), with the
result that the Company  shall  continue as the  surviving  corporation  and the
separate  existence  of  Acquisition  Corp.  (except as it may be  continued  by
operation of law) shall cease; and

                  WHEREAS,  Acquisition Corp. and the Company desire that at the
Effective Time (as hereinafter  defined) (i) all  outstanding  shares of capital
stock of the Company (excluding (x) any shares of capital stock held in treasury
of the Company and (y) any Dissenting Shares (as hereinafter  defined)) and (ii)
certain outstanding  warrants, be converted into the right to receive fully paid
and  nonassessable  shares of Class A Common  Stock,  $.01 par value,  of Parent
("PARENT COMMON STOCK"), as hereinafter provided; and

                  WHEREAS,  Parent,  Acquisition  Corp.  and the Company  desire
that, immediately after the Effective Time and solely as a result of the Merger,
Parent will own all of the issued and outstanding  capital stock of the Company;
and

                  WHEREAS,  the  respective  Boards of  Directors  of Parent and
Acquisition Corp. have approved the Merger; and

                  WHEREAS, the Board of Directors of the Company has unanimously
approved the Merger;

                  WHEREAS,  Parent,  Acquisition  Corp. and the Company  entered
into an  Agreement  and Plan of  Merger,  dated as of  February  17,  1999  (the
"Original Merger Agreement"); and

                  WHEREAS,  Parent,  Acquisition Corp. and the Company desire to
clarify  certain  provisions of the Original Merger  Agreement  pursuant to this
amendment and restatement; and


<PAGE>



                  NOW,    THEREFORE,    in    consideration    of   the   mutual
representations,  warranties,  covenants,  agreements and  conditions  contained
herein, and in order to set forth the terms and conditions of the Merger and the
mode of carrying  the same into  effect,  the  parties  hereto  hereby  agree as
follows:


                                   ARTICLE I.

                                   THE MERGER

                  SECTION 1.01. The Merger.  Subject to the terms and conditions
of this Agreement,  at the Effective Time, in accordance with this Agreement and
the Delaware GCL,  Acquisition  Corp. shall be merged with and into the Company,
the separate  existence of Acquisition  Corp.  (except as it may be continued by
operation of law) shall cease,  and the Company shall  continue as the surviving
corporation.

                  SECTION 1.02. Effect of the Merger.  Upon the effectiveness of
the  Merger,  the  Surviving  Corporation  shall  succeed to, and assume all the
rights and obligations of, the Company and Acquisition  Corp. in accordance with
the Delaware GCL and the Merger  shall  otherwise  have the effects set forth in
Section 259 of the Delaware GCL.

                  SECTION  1.03.   Consummation  of  the  Merger.   As  soon  as
practicable   after  the  satisfaction  or  waiver  of  the  conditions  to  the
obligations of the parties to effect the Merger set forth herein,  provided that
this Agreement has not been terminated previously, the parties hereto will cause
the Merger to be  consummated by filing with the Secretary of State of the State
of Delaware a properly  executed  certificate  of merger in accordance  with the
Delaware GCL (the time of such filing being the "EFFECTIVE TIME").

                  SECTION 1.04. Charter,  Bylaws,  Directors and Officers. As of
the Effective Time, the Amended and Restated Certificate of Incorporation of the
Surviving  Corporation  shall be the Certificate of Incorporation of Acquisition
Corp., until thereafter amended in accordance with the provisions thereof and as
provided by the Delaware  GCL. The Amended and Restated  Bylaws of the Surviving
Corporation from and after the Effective Time shall be the Bylaws of Acquisition
Corp. as in effect  immediately  prior to the Effective Time,  continuing  until
thereafter amended in accordance with the provisions thereof and the Certificate
of  Incorporation  of the Surviving  Corporation and as provided by the Delaware
GCL.  The  initial  directors  and  officers,  respectively,  of  the  Surviving
Corporation shall be (i) the directors of Acquisition Corp. immediately prior to
the Effective Time and (ii) the officers of the Company immediately prior to the
Effective  Time,  respectively,  in each case until their removal or until their
respective successors are duly elected and qualified.

                  SECTION  1.05.  Further  Assurances.  If at any time after the
Effective Time the Surviving  Corporation  shall consider or be advised that any
deeds, bills of sale, assignments or


                                       2
<PAGE>


assurances or any other acts or things are necessary, desirable or proper (i) to
vest, perfect or confirm, of record or otherwise,  in the Surviving Corporation,
its right,  title or  interest  in, to or under any of the  rights,  privileges,
powers,   franchises,   properties  or  assets  of  either  of  the  Constituent
Corporations, or (ii) otherwise to carry out the purposes of this Agreement, the
Surviving  Corporation  and its proper officers and directors or their designees
shall be authorized to execute and deliver,  in the name and on behalf of either
of the Constituent Corporations,  all such deeds, bills of sale, assignments and
assurances  and do, in the name and on behalf of such  Constituent  Corporation,
all such other acts and things necessary,  desirable or proper to vest,  perfect
or  confirm  its right,  title or  interest  in, to or under any of the  rights,
privileges,  powers,  franchises,  properties  or  assets  of  such  Constituent
Corporation and otherwise to carry out the purposes of this Agreement.


                                   ARTICLE II.

                            CONVERSION OF SECURITIES

                  SECTION 2.01. Exchange Ratio. At the Effective Time, by virtue
of the Merger and without any action on the part of the holder thereof:

                  (a)  Preferred Stock.

                  (i) Each share of Series A Convertible  Preferred Stock, $.001
         par value, of the Company ("COMPANY SERIES A PREFERRED STOCK"),  issued
         and  outstanding  immediately  prior to the Effective  Time (other than
         shares to be canceled  pursuant to  paragraph  (d) of this Section 2.01
         and  Dissenting  Shares)  shall be converted  into the right to receive
         .4907753 shares of Parent Common Stock (the "SERIES A EXCHANGE RATIO").

                  (ii) Each share of Series B Convertible Preferred Stock, $.001
         par value, of the Company ("COMPANY SERIES B PREFERRED STOCK"),  issued
         and  outstanding  immediately  prior to the Effective  Time (other than
         shares to be canceled  pursuant to  paragraph  (d) of this Section 2.01
         and  Dissenting  Shares)  shall be converted  into the right to receive
         .0461255 shares of Parent Common Stock (the "SERIES B EXCHANGE RATIO").

                  (iii) Each share of Series C Redeemable Preferred Stock, $.001
         par value, of the Company ("COMPANY SERIES C PREFERRED STOCK"),  issued
         and  outstanding  immediately  prior to the Effective  Time (other than
         shares to be canceled  pursuant to  paragraph  (d) of this Section 2.01
         and Dissenting Shares) shall be converted into the right to receive the
         number  of  shares  of  Parent  Common  Stock  equal  to the sum of (i)
         .0461255 and (ii) the product of .0461255 and the amount of accrued but
         unpaid dividends thereon (the "SERIES C EXCHANGE RATIO").


                                       3
<PAGE>


                  (iv) Each  warrant  to  purchase  shares of  Company  Series A
         Preferred  Stock (the "SERIES A  WARRANTS")  shall be assumed by Parent
         and  automatically  converted  into a warrant to purchase the number of
         shares of Parent Common Stock equal to the product of (x) the number of
         shares of Company  Series A Preferred  Stock  remaining  subject (as of
         immediately  prior to the  Effective  Time) to the Series A Warrant and
         (y) .4907753  (the "SERIES A WARRANT  EXCHANGE  RATIO"),  as more fully
         described in Section 6.09 hereof.

                  (b) Common Stock. Each share of Common Stock, $.001 par value,
of the Company  ("COMPANY  COMMON STOCK"),  issued and  outstanding  immediately
prior to the  Effective  Time  (other  than  shares to be  canceled  pursuant to
paragraph  (d) of this Section 2.01 and  Dissenting  Shares)  shall be converted
into the right to  receive  the  number of shares of Parent  Common  Stock  (the
"COMMON  STOCK  EXCHANGE  RATIO"),  determined by  application  of the following
formula:

                  (i) Add (A) the number of outstanding shares of Company Series
         A Preferred Stock  multiplied by the Series A Exchange  Ratio,  (B) the
         number  of  outstanding  shares of  Company  Series B  Preferred  Stock
         multiplied  by  the  Series  B  Exchange  Ratio,   (C)  the  number  of
         outstanding  shares of Company Series C Preferred Stock by the Series C
         Exchange  Ratio  and (D) the  number  of  shares  of  Company  Series A
         Preferred  Stock  remaining  subject  (as of  immediately  prior to the
         Effective  Time) to the  Series A Warrant  multiplied  by the  Series A
         Warrant Exchange Ratio. The total constitutes the "PREFERRED UNITS."

                  (ii)  Subtract  the  Preferred  Units  from   3,250,000.   The
         remainder constitutes the "COMMON UNITS".

                  (iii) Add (A) the  number  of  outstanding  shares of  Company
         Common  Stock,  (B) the number of shares  issuable upon exercise of the
         outstanding  options  (the  "OPTIONS")  issued  under  the 1997  SAVVIS
         Communications   Stock  Option  Plan  and  the  1998  SAVVIS   Holdings
         Corporation Stock Option Plan (collectively,  the "COMPANY STOCK OPTION
         PLANS"),  (C) 10,334,327  (the number of shares of Company Common Stock
         issuable upon exercise of the warrants (the "SERIES C WARRANTS") issued
         pursuant to the Warrant  Agreement  dated March 3, 1998 (the  "SERIES C
         WARRANT  AGREEMENT"))  and (D) 53,919  (the number of shares of Company
         Common  Stock  issuable  upon the  conversion  of the shares of Company
         Series A Preferred  Stock  issuable  upon exercise of the warrants (the
         "SERIES A  WARRANTS")  of the  Company).  This  total  constitutes  the
         "COMMON EQUIVALENTS".

                  (iv)  Divide the Common  Units by the  Common  Equivalents  to
         determine the "COMMON STOCK EXCHANGE RATIO".

                  Each of the Common  Stock  Exchange  Ratio,  Series A Exchange
Ratio,  Series B Exchange  Ratio and Series C Exchange Ratio shall be calculated
as of five days prior to the

                                       4
<PAGE>



Effective  Time and set forth on  Schedule  II  hereto  (to be  provided  at the
Effective  Time) along with the number of shares of Parent Common Stock issuable
to each of the  stockholders  of the Company  named in Schedule I hereto  (being
hereinafter   called   individually  a  "STOCKHOLDER"  and   collectively,   the
"STOCKHOLDERS"), and each of the Company's warrant holders and option holders.

                  (c)  Warrants.  At the Effective  Time,  the Series C Warrants
shall be terminated  and  automatically  converted into the right to receive the
number of shares of Parent  Common  Stock equal to the product of (i) the number
of shares of  Company  Common  Stock  issuable  upon  exercise  of the  Series C
Warrants and (ii) the Common Stock Exchange Ratio.

                  (d) Treasury  Stock.  Each share of capital stock that is held
in the  treasury  of the Company  shall be  canceled  and retired and no capital
stock of  Parent,  cash or other  consideration  shall be paid or  delivered  in
exchange therefor.

                  SECTION  2.02.  Stock  Options,  Series A  Warrants,  Rollover
Warrants,  etc. (a) At the Effective Time, each outstanding  option issued under
the Company  Stock  Option  Plans  shall be assumed by Parent and  automatically
converted  into an option to purchase  shares of Parent Common Stock as provided
in Section 6.08 hereof.

                  (b) At the Effective Time, each  outstanding  Series A Warrant
shall be  assumed  by Parent  and  automatically  converted  into a  warrant  to
purchase shares of Parent Common Stock as provided in Section 6.09 hereof.

                  (c) At the  Effective  Time,  each  outstanding  warrant  (the
"ROLLOVER  WARRANTS") issued pursuant to the Rollover Warrant Agreement dated as
of March 3, 1998, as supplemented (the "ROLLOVER WARRANT  AGREEMENT"),  shall be
assumed by Parent and automatically  converted into a warrant to purchase shares
of Parent Common Stock as provided in Section 6.09 hereof.

                  SECTION  2.03.  Conversion  of  Capital  Stock of  Acquisition
Corp.. At the Effective  Time,  each share of Common Stock of Acquisition  Corp.
issued and  outstanding  immediately  prior to the  Effective  Time shall remain
outstanding and, by virtue of the Merger,  automatically  and without any action
on the part of the holder  thereof,  be  converted  into and become one  validly
issued,  fully paid and  nonassessable  share of Common  Stock of the Surviv ing
Corporation.

                  SECTION 2.04. Dissenting Shares.  Notwithstanding  anything in
this Agreement to the contrary,  shares of capital stock of the Company that are
outstanding  immediately  prior  to the  Effective  Time  and  that  are held by
Stockholders  who have not  voted  such  shares  in  favor of the  approval  and
adoption of this  Agreement  and who shall have  delivered a written  demand for
appraisal  of such shares in the manner  provided in Section 262 of the Delaware
GCL ("DISSENTING SHARES") shall not be converted into or be exchangeable for the
right to receive the  consideration  provided in Section 2.01 of this Agreement,
but the  holders of such shares  shall be  entitled to payment of the  appraised
value of such shares in accordance with the provisions of

                                       5
<PAGE>


Section 262 of the Delaware GCL;  provided,  however,  that (i) if any holder of
Dissenting Shares shall subsequently  deliver a written withdrawal of his demand
for  appraisal  of such  shares  (with the  written  approval  of the  Surviving
Corporation,  if such  withdrawal  is not  tendered  within  60 days  after  the
Effective  Time),  or (ii) if any holder fails to perfect or loses his appraisal
rights as provided in Section 262 of the Delaware GCL, or (iii) if any holder of
Dissenting  Shares fails to demand  payment  within the time period  provided in
Section  262 of the  Delaware  GCL,  such  holder  shall  forfeit  the  right to
appraisal of such shares and such shares shall  thereupon be deemed to have been
converted into and to have become  exchangeable  for, as of the Effective  Time,
the  right  to  receive  the  consideration  provided  in  Section  2.01 of this
Agreement, without any interest thereon.

                  SECTION 2.05.  Surrender and Exchange of Shares.

                  (a) Upon  surrender by a Stockholder  for  cancellation  of an
outstanding  certificate  or  certificates,  duly  endorsed,  that prior thereto
represented shares of the capital stock of the Company,  Parent shall deliver to
such  Stockholder  a  certificate  representing  the  number of shares of Parent
Common Stock set forth opposite such Stockholder's name on Schedule II under the
heading "Number of Shares of Parent Common Stock Received".

                  (b) At the Effective Time,  Parent shall deliver to the ESCROW
AGENT (the "Escrow Agent")  designated under the escrow agreement  substantially
in the form attached hereto as Exhibit A (the "Escrow  Agreement") a certificate
or  certificates  representing  10% of the aggregate  number of shares of Parent
Common Stock issuable to the  Stockholders  pursuant to Section  2.01(a) and (b)
hereto (such shares are  collectively  hereinafter  referred to as the "ESCROWED
SHARES").  Schedule II will set forth the number of Escrowed Shares allocable to
each Stockholder under the heading "Number of Escrowed Shares".

                  (c) If a certificate  representing shares of the capital stock
of the Company has been lost, stolen or destroyed, and a replacement certificate
has not been issued as of the  Effective  Time,  the holder of such  certificate
shall submit an affidavit describing the lost, stolen or destroyed  certificate,
the  number  of  shares  evidenced  thereby  and  affirming  the  status of that
certificate in lieu of surrendering such certificate to Parent, which shall deem
such certificate canceled.  Until so surrendered,  each outstanding  certificate
that,  prior to the Effective Time,  represented  shares of the capital stock of
the Company that shall have been converted as aforesaid  shall be deemed for all
corporate purposes, except as hereinafter provided, to evidence the ownership of
the consideration into which such shares have been so converted.

                  (d) No certificates  representing  fractional shares of Parent
Common Stock shall be issued upon the  surrender  for  exchange of  certificates
evidencing  stock of the Company held by the  Stockholders,  and such fractional
share interests will not entitle the owner thereof to vote or to any rights of a
shareholder of Parent. Each holder of shares of the capital stock of the Company
who would  otherwise have been entitled to receive in the Merger a fraction of a
share of Parent  Common  Stock  (after  taking  into  account  all  certificates
surrendered by such holder)


                                       6
<PAGE>


shall be entitled to receive from Parent at the Effective Time, in lieu thereof,
cash (without interest) in an amount equal to such fractional part of a share of
Parent  Common  Stock  multiplied  by $21.68  (the  "PRICE  PER  SHARE").  It is
understood  (i) that the payment of cash in lieu of fractional  shares of Parent
Common Stock is solely for the purpose of avoiding the expense and inconvenience
to  Parent  of  issuing  fractional  shares  and does not  represent  separately
bargained  for  consideration;  and (ii) that no  holder  of  shares of  Company
capital  stock will receive cash in lieu of  fractional  shares of Parent Common
Stock in an amount  greater  than the value of one full  share of Parent  Common
Stock.


                  SECTION 2.06.  Dissenting  Shares After Payment of Fair Value.
Dissenting  Shares,  if any, after payment of fair value in respect thereto have
been made to  dissenting  Stockholders  pursuant to the Delaware  GCL,  shall be
canceled.

                  SECTION 2.07.  Closing of Stock Transfer  Books.  On and after
the Effective  Time,  there shall be no transfers on the stock transfer books of
the Company of shares of capital stock of the Company.


                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

                  The Company  represents and warrants to Parent and Acquisition
Corp. as follows:

                  SECTION 3.01. Organization and Qualification.  (a) The Company
is a corporation duly incorporated,  validly existing and in good standing under
the laws of the State of  Delaware  and has all  requisite  corporate  power and
authority to own or lease and operate its  properties and assets and to carry on
its business as it is now being  conducted.  The Company is duly  qualified as a
foreign  corporation  to  do  business,   and  is  in  good  standing,  in  each
jurisdiction  in which the  character of its  properties  owned or leased or the
nature of its activities makes such  qualification  necessary,  except where the
failure  to be so  qualified  would not have a  material  adverse  effect on the
financial  condition,  operating  results or  business  of the  Company  and its
Subsidiaries  (as defined below) taken as a whole (a "COMPANY  MATERIAL  ADVERSE
EFFECT").  Schedule 3.01(a) sets forth those  jurisdictions in which the Company
is so qualified.

                  (b)  Except  as set  forth on  Schedule  3.01(b)  hereto,  the
Company does not own of record or beneficially,  directly or indirectly, (i) any
shares of capital  stock or  securities  convertible  into capital  stock of any
other corporation or (ii) any participating  interest in any partnership,  joint
venture or other  non-corporate  business  enterprise.  Each  Subsidiary is duly
organized,  validly existing and in good standing under the laws of its state of
organization  and has all  requisite  power  and  authority  to own or lease and
operate its properties and assets and to

                                       7
<PAGE>



carry on its  business as it is now being  conducted.  Each  Subsidiary  is duly
qualified to do business, and is in good standing, in each jurisdiction in which
the character of its properties  owned or leased or the nature of its activities
makes such qualification necessary,  except where the failure to be so qualified
would not have a Company  Material  Adverse Effect.  Schedule 3.01(b) sets forth
those jurisdictions in which each Subsidiary is so qualified.

                  "SUBSIDIARY" or "SUBSIDIARIES",  when used with respect to the
Company,  means any  corporation  or other  business  entity a majority of whose
outstanding equity securities is at the time owned,  directly or indirectly,  by
the Company and/or one or more other Subsidiaries of the Company.

                  SECTION 3.02.  Authorization  of Agreements,  Etc. The Company
has all requisite corporate power and authority to enter into this Agreement and
the Escrow  Agreement and to perform its  obligations  hereunder and thereunder.
The  execution and delivery of this  Agreement  and the Escrow  Agreement by the
Company and the  performance  by the Company of its  obligations  hereunder  and
thereunder,  have been duly authorized by all requisite  corporate action of the
Company's  Board of  Directors  and will not violate any  provision  of law, any
order  of  any  court  or  other  agency  of  government,   the  Certificate  of
Incorporation  or Bylaws of the  Company,  or any  provision  of any  indenture,
agreement or other  instrument to which the Company is a party or by which it or
any of its properties or assets is bound or affected,  or conflict with,  result
in a  breach  of or  constitute  (with  due  notice  or lapse of time or both) a
default under any such indenture,  agreement or other  instrument,  or result in
the creation or imposition of any liens, charges, pledges, security interests or
other  encumbrances  of any nature  whatsoever  ("Liens") upon the properties or
assets of the Company.

                  SECTION 3.03. Validity.  Each of this Agreement and the Escrow
Agreement has been duly executed and delivered by the Company and, upon approval
by the requisite  votes of the Company's  stockholders,  constitutes  the legal,
valid and binding obligation of the Company,  enforceable in accordance with its
terms.

                  SECTION 3.04. Capitalization. (a) The authorized capital stock
of the Company  consists of (i)  50,000,000  shares of Company  Common Stock and
(ii) 50,000,000 shares of Preferred Stock,  $.001 par value ("COMPANY  PREFERRED
STOCK"), of which 517,410 shares have been designated Company Series A Preferred
Stock,  5,649,241  shares have been designated  Company Series B Preferred Stock
and 30,000,000 shares have been designated  Company Series C Preferred Stock. Of
such authorized capital stock, 1,698,073 shares of Company Common Stock, 502,410
shares of Company Series A Preferred Stock, 5,649,241 shares of Company Series B
Preferred  Stock and 30,000,000  shares of Company Series C Preferred  Stock are
validly  issued and  outstanding,  fully paid and  nonassessable.  Except as set
forth on Schedule 3.04, no subscription,  warrant, option, convertible security,
stock  appreciation or other right  (contingent or other) to purchase or acquire
any shares of any class of capital  stock of the  Company or any  Subsidiary  is
authorized or outstanding  and there is not any commitment of the Company or any
Subsidiaries to issue any shares,  warrants,  options or other such rights or to
distribute to holders


                                       8
<PAGE>

of any class of its  capital  stock any  evidences  of  indebtedness  or assets.
Except as set forth on Schedule 3.04, neither the Company nor any Subsidiary has
any obligation  (contingent or other) to purchase,  redeem or otherwise  acquire
any shares of its capital  stock or any interest  therein or to pay any dividend
or make any other  distribution in respect  thereof.  Schedule 3.04 sets forth a
complete  and correct list as of the date hereof of the holders of record of the
Company Common Stock and Company  Preferred Stock and the holders of all options
or other rights to purchase  capital stock of the Company,  including by name of
the holder the number of shares or the number of shares  obtainable  on exercise
of options or rights held.

                  (b) Each of BCI Growth IV, L.P., First Union Capital Partners,
Inc., Sixty Wall Street SBIC Fund, L.P. and J.P. Morgan  Investment  Corporation
(representing,  in the  aggregate,  at least  two-thirds of the Company Series C
Preferred  Stock) have (i)  approved  this  Agreement,  the Merger and the other
actions  contemplated  hereby  (ii)  waived  its right to treat the  Merger as a
Liquidation  Event  under  Article  Fifth,  Section  C.1.(c)  of  the  Company's
Certificate of  Incorporation,  (iii) waived its rights under the put provisions
set  forth in  Sections  10 and 11 of the  Series C Warrant  Agreement  and (iv)
agreed to terminate,  as of the Effective  Time, the Investor  Rights and Voting
Agreement,  as amended (the "INVESTOR RIGHTS AND VOTING  AGREEMENT"),  among the
Company and certain of its stockholders.

                  SECTION  3.05.  Financial  Statements,  Etc.  The  Company has
previously  furnished to Parent (i) the audited  consolidated  balance sheets of
the Company and the  Subsidiaries as of December 31, 1997, 1996 and 1995 and the
related audited consolidated statements of operations,  stockholders' equity and
cash flows for the three years then ended  December 31, 1997,  1996 and 1995, in
each case certified by Ernst & Young LLP,  Parent's  independent  auditors,  and
(ii)  the  unaudited   consolidated   balance  sheet  of  the  Company  and  the
Subsidiaries  as of December  31, 1998 and the  related  unaudited  consolidated
statements  of  operations,  stockholders'  equity and cash flows for the twelve
months  then ended  (collectively,  the  "COMPANY  FINANCIAL  STATEMENTS").  The
Company  Financial  Statements are attached hereto as Schedule 3.05. The Company
Financial Statements were prepared from the books and records of the Company and
the  Subsidiaries  and present fairly in all material  respects the consolidated
financial  position  of the Company and the  Subsidiaries  as of the  respective
dates  specified  therein  and the  consolidated  results of  operations  of the
Company and the  Subsidiaries  for the respective  periods then ended,  and were
prepared in conformity  with  generally  accepted  accounting  principles in the
United States ("GAAP"),  subject, in the case of the unaudited Company Financial
Statements,  to the absence of certain  footnote  disclosures,  normal  year-end
audit adjustments and, if audited, a going concern qualification.

                  SECTION 3.06.  Absence of Undisclosed  Liabilities.  Except as
would not have a Company  Material Adverse Effect or to the extent (i) reflected
on the audited consolidated balance sheet of the Company and the Subsidiaries as
of December 31, 1997 referred to above, (ii) incurred since December 31, 1997 in
the ordinary course of business  consistent with past practice,  (iii) reflected
on the unaudited  consolidated balance sheet of the Company and the Subsidiaries
as of December 31, 1998, or (iv) set forth on Schedule 3.06 hereto, neither the

                                       9
<PAGE>


Company nor any of the Subsidiaries has any material  liabilities or obligations
of any kind or nature, whether known or unknown or secured or unsecured (whether
absolute,  accrued,  contingent or otherwise,  and whether due or to become due)
that would be required to be reflected on a balance sheet, or the notes thereto,
prepared in accordance with GAAP.  Since December 31, 1997,  neither the Company
nor any Subsidiary has suffered any Company Material Adverse Effect.

                  SECTION 3.07. Absence of Certain Changes or Events.  Except as
set forth on Schedule  3.07 hereto,  or as otherwise  disclosed in the financial
statements of the Company and the  Subsidiaries  as of and for the twelve months
ended December 31, 1998 referred to above,  since December 31, 1997, neither the
Company  nor any of the  Subsidiaries  has (i) issued any stock,  bonds or other
corporate  securities,  (ii) borrowed or  refinanced  any amount or incurred any
liabilities  (absolute or  contingent)  in excess of $100,000,  other than trade
payables  incurred  in the  ordinary  course of  business  consistent  with past
practice,  (iii)  discharged  or  satisfied  any claim in excess of  $100,000 or
incurred or paid any obligation or liability (absolute or contingent) other than
current liabilities shown on the balance sheet of the Company as of December 31,
1997 and current  liabilities  incurred  since the date of such balance sheet in
the ordinary course of business consistent with past practice,  (iv) declared or
made any payment or  distribution  to  stockholders or purchased or redeemed any
shares of its  capital  stock or other  securities,  (v)  mortgaged,  pledged or
subjected to lien any of its assets,  tangible or  intangible,  other than liens
for current taxes not yet due and payable,  (vi) sold,  assigned or  transferred
any of its  tangible  assets,  or  canceled  any debts or claims,  except in the
ordinary  course of  business  consistent  with past  practice  or as  otherwise
contemplated  hereby,  (vii) sold,  assigned  or  transferred  any  Intellectual
Property  Rights (as hereinafter  defined) or other  intangible  assets,  (viii)
knowingly waived any rights of substantial value, whether or not in the ordinary
course of business, (ix) entered into, adopted, amended or terminated any bonus,
profit sharing,  compensation,  termination,  stock option,  stock  appreciation
right,  restricted  stock,  performance  unit,  pension,  retirement,   deferred
compensation,  employment,  severance or other employee benefit plan, agreement,
trust,  fund or other  arrangement  for the benefit of any director,  officer or
employee,  or increased in any manner the compensation or fringe benefits of any
director or officer,  or increased the  compensation  or fringe  benefits of any
executive officer other than in the ordinary course of business  consistent with
past practice, or made any payment of a cash bonus to any director or officer or
to any  employee  of, or  consultant  or agent  to,  the  Company  or any of the
Subsidiaries  or made any other  material  change in the terms or  conditions of
employment,  (x) announced any plan or legally binding  commitment to create any
employee  benefit  plan,  program  or  arrangement  or to amend or modify in any
material  respect any existing  employee  benefit plan,  program or arrangement,
(xi) except as  contemplated  by Section  6.08  hereof,  eliminated  the vesting
conditions or otherwise  accelerated the payment of any compensation,  including
any stock options,  (xii) suffered any material  damage,  destruction or loss to
any of its  assets or  properties,  (xiii)  made any  change  in its  accounting
systems,  policies,  principles or practices, (xiv) made any loans to any person
other than expense advances to employees in the ordinary course of business,  or
(xv) to the extent not otherwise set forth herein, taken any action described in
Section 6.01 hereof.


                                       10
<PAGE>


                  SECTION 3.08. Governmental  Approvals.  Except as set forth on
Schedule  3.08,  no order,  authorization,  approval or consent  from, or filing
with, any Federal or state governmental or public body or other authority having
jurisdiction  over the  Company is  required  for the  execution,  delivery  and
performance  by the Company of this  Agreement and the Escrow  Agreement,  or is
necessary  in order to  ensure,  with  respect  to the  Company,  the  legality,
validity,  binding  effect or  enforceability  of this  Agreement and the Escrow
Agreement.

                  SECTION 3.09. Litigation. Except as set forth on Schedule 3.09
hereto,  (i) there is no action,  suit,  dispute,  investigation,  proceeding or
claim pending or, to the best  knowledge of the Company,  threatened  against or
affecting the Company or any of the Subsidiaries, or their respective properties
or rights,  or the business of the Company (the  "BUSINESS"),  before any court,
administrative agency, governmental body, arbitrator,  mediator or other dispute
resolution  body,  and the  Company  is not aware of any facts or  circumstances
which may give rise to any such action, suit, dispute, investigation, proceeding
or claim,  (ii) the  Company  is not  subject to any  order,  judgment,  decree,
injunction,  stipulation,  or  consent  order  of or with  any  court  or  other
governmental agency, and (iii) the Company has not entered into any agreement to
settle or compromise any proceeding  pending or threatened  against it which has
involved any obligation other than the payment of money or for which the Company
has any continuing  obligation.  No such pending or threatened actions, suits or
proceedings,  if determined adversely,  would,  individually or in the aggregate
have a Company Material Adverse Effect.

                  SECTION 3.10.  Trade Secrets.  No third party has notified the
Company in writing  that any person  employed or otherwise  affiliated  with the
Company has, in respect of his or her  activities  to date,  violated any of the
terms or conditions of his or her employment  contract with any third party,  or
disclosed  or  utilized  any  trade  secrets  or   proprietary   information  or
documentation  of any third party, or interfered in the employment  relationship
between  any  third  party and any of its  employees.  To the  knowledge  of the
Company,  no person  employed by or  otherwise  affiliated  with the Company has
employed any trade secrets or any  information or  documentation  proprietary to
any former employer, or violated any confidential relationship which such person
may have had with any third party.

                  SECTION 3.11.  Title to  Properties.  The Company has good and
valid title to all of its assets and properties, in each case, free and clear of
any Liens,  except (i) as  described  in Schedule  3.11,  (ii) Liens for current
taxes not yet due, (iii)  mechanic's and  materialmen's  and other similar Liens
which may have  arisen in the  ordinary  course of  business  and which,  in the
aggregate,  would not have a Company Material Adverse Effect,  and (iv) security
interests  securing  indebtedness,  not in default for the purchase  price of or
rental payments on property purchased or leased under capital lease arrangements
in the ordinary course of business (collectively, "PERMITTED LIENS").

                  SECTION 3.12. Use of Real  Property.  The Company owns no real
property.  Each  lease or  agreement  to which the  Company is a party and under
which it is a lessee of any property, real or personal, owned by any third party
is a valid and subsisting agreement, without

                                       11
<PAGE>

any default of the Company  thereunder  and, to the  knowledge  of the  Company,
without  any default  thereunder  of any other  party  thereto.  The leased real
properties listed in Schedule 3.12 (the "LEASED PROPERTIES") hereto are used and
operated by the  Company in material  compliance  and  conformity  with all such
applicable leases. The Company has not received notice of any material violation
of any applicable zoning or building regulation,  ordinance or other law, order,
regulation or requirement  relating to the leased real property or assets of the
Company and, to the best knowledge of the Company, there are no such violations.
The  possession by the Company of such  property has not been  disturbed nor has
any claim been asserted in writing  against the Company adverse to its rights in
such leasehold interests.

                  SECTION 3.13. Personal Property.  Schedule 3.13 sets forth (i)
all of the tangible personal property used by the Company in its business having
an  original  acquisition  cost of  $200,000  or more,  and (ii) all  leases  of
personal  property binding upon the Company having an annual rental in excess of
$100,000.  All of such tangible personal  property is presently  utilized by the
Company and the  Subsidiaries  in the ordinary  course of its business and is in
good repair, ordinary wear and tear excepted.

                  SECTION  3.14.  Intellectual  Property  Rights.  The  patents,
trademarks and trade names, trademark and trade name registrations, servicemark,
brandmark and brand name registrations and copyrights, the applications therefor
and the licenses  with respect  thereto  (collectively,  "INTELLECTUAL  PROPERTY
RIGHTS")  listed on Schedule  3.14 hereto  constitute  all material  proprietary
rights owned or held by the Company or any of the Subsidiaries  that are used in
the  conduct of the  Business.  Except as set forth on  Schedule  3.14,  (i) the
Company and the Subsidiaries  conduct the Business without infringement or claim
of infringement of any Intellectual  Property Right of others and the conduct by
the  Surviving  Corporation  after  the  Effective  Time  of  the  Business,  in
substantially the same manner as it is currently conducted, will not infringe or
misappropriate  or otherwise  violate the  Intellectual  Property  Rights of any
other person or  constitute a breach or violation of any  agreement  relating to
the Intellectual Property Rights listed on Schedule 3.14 (other than as a result
of  agreements to which Parent or any of its  affiliates  is a party);  (ii) the
Company or a  Subsidiary  of the Company is, and after the consum  mation of the
Merger will be, the sole and exclusive owner of each Intellectual Property Right
listed on Schedule  3.14,  in each case free and clear of any Liens  (other than
Permitted  Liens)  and,  to the best  knowledge  of the  Company,  no  person is
challenging,  infringing,  misappropriating  or  otherwise  violating  any  such
Intellectual  Property  Rights or  claiming  that the  conduct of the  Business,
infringes,  misappropriates  or  otherwise  violates the  Intellectual  Property
Rights of any third party;  (iii) the Company is not aware of any  impediment to
the  registration  of any trademark that is the subject of any  application  for
registration  listed on Schedule 3.14 that would have a Company Material Adverse
Effect; (iv) none of the Intellectual Property Rights listed on Schedule 3.14 is
the subject of any outstanding order, ruling,  decree,  judgment or stipulation;
(v) to the best knowledge of the Company, none of the activities of any employee
of the  Company  or any of the  Subsidiaries  on  behalf  thereof  violates  any
obligations of such employee to third parties,  including,  without  limitation,
confidentiality  or  non-competition  obligations under agreements with a former
employer; (vi) the Company is not aware of any use by a third party of


                                       12
<PAGE>

any computer  software programs or applications that the Company considers to be
a trade  secret  belonging  to the  Company or the  Subsidiaries;  and (vii) the
Company and the Subsidiaries have taken and are taking reasonable precautions to
protect all material trade secrets and other confidential  information  relating
to its proprietary  computer  software  programs and applications or included in
the  Intellectual  Property  Rights  that are  material  to the  conduct  of the
Business.

                  SECTION 3.15.  Labor  Matters.  Neither the Company nor any of
the  Subsidiaries  is or has been a party to any collective  bargaining or union
agreement,  and no such agreement is or has been  applicable to any employees of
the Company or any of the Subsidiaries.  There are not any controversies between
the  Company or any of the  Subsidiaries  and any of such  employees  that might
reasonably  be  expected  to  materially  adversely  affect  the  conduct of the
Business,  or any unresolved  labor union grievances or unfair labor practice or
labor arbitration proceedings pending, or, to the best knowledge of the Company,
threatened relating to the Business. To the best knowledge of the Company, there
are no labor  unions  or  other  organizations  representing  or  purporting  to
represent any employees of the Company or any of the  Subsidiaries and there are
not any organizational  efforts currently being made or threatened involving any
of such employees.  Except as set forth on Schedule 3.15 hereto, the Company and
the  Subsidiaries  are in compliance in all material  respects with all laws and
regulations or other legal or contractual  requirements  regarding the terms and
conditions of employment of employees, former employees or prospective employees
or other labor related matters,  including,  without  limitation,  laws,  rules,
regulations,  orders, rulings,  conciliation agreements,  decrees, judgments and
awards  relating to wages,  hours,  the payment of social  security  and similar
taxes,  equal  employment  opportunity,  employment  discrimination,  fair labor
standards and occupational health and safety, wrongful discharge or violation of
the personal  rights of employees,  former  employees or prospective  employees.
Neither  the Company  nor any of the  Subsidiaries  is liable for any arrears of
wages or any taxes or penalties for failure to comply with any of the foregoing.

                  SECTION 3.16.  Taxes.

                  (a) Except as set forth on Schedule  3.16 hereto,  each of the
Company, the Subsidiaries and any affiliated, combined or unitary group of which
any such  entity is or was a member has (A)  timely  filed all  Federal  and all
material state,  local and foreign returns,  declarations,  reports,  estimates,
information  returns and  statements  ("RETURNS")  required to be filed by it in
respect of any Taxes (as  hereinafter  defined),  (B) timely paid all Taxes that
are due and  payable  with  respect to the  periods  covered by the Tax  Returns
referred  to in clause  (A)  without  regard to  whether  such  Taxes  have been
assessed  (except for audit  adjustments not material in the aggregate or to the
extent that  liability  therefor is reserved  for in the  Company's  most recent
audited financial  statements),  (C) established  reserves that are adequate for
the payment of all Taxes not yet due and payable  with respect to the results of
operations of the Company and the Subsidiaries, and (D) complied in all material
respects with all applicable laws, rules and regulations relating to the payment
and withholding of Taxes and has in all material

                                       13
<PAGE>


respects  timely  withheld  from  employee  wages  and paid  over to the  proper
governmental authorities all amounts required to be so withheld and paid over.

                  (b) Schedule 3.16 sets forth the last taxable  period  through
which the Federal income Tax Returns of the Company and any of the  Subsidiaries
have been  examined by the Internal  Revenue  Service or otherwise  closed.  All
deficiencies  asserted as a result of such  examinations  and any examination by
any applicable  state,  local or foreign taxing authority which have not been or
will not be  appealed or  contested  in a timely  manner  have been paid,  fully
settled  or  adequately  provided  for  in the  Company's  most  recent  audited
financial statements.  Except as set forth on Schedule 3.16, no Federal,  state,
local or  foreign  Tax  audits  or  other  administrative  proceedings  or court
proceedings are currently  pending with regard to any Federal or material state,
local or foreign Taxes for which the Company or any of the Subsidiaries would be
liable,  and no  deficiency  for any such Taxes has been  proposed,  asserted or
assessed or, to the best  knowledge  of the Company or any of the  Subsidiaries,
threatened   pursuant  to  such  examination  of  the  Company  or  any  of  the
Subsidiaries  by such Federal,  state,  local or foreign  taxing  authority with
respect to any period.

                  (c) Except as set forth on Schedule 3.16,  neither the Company
nor any of the  Subsidiaries  has  executed  or  entered  into (or  prior to the
Effective Time will execute or enter into) with the Internal  Revenue Service or
any taxing authority (A) any agreement or other document extending or having the
effect of extending  the period for  assessments  or  collection of any Federal,
state,  local or foreign Taxes for which the Company or any of the  Subsidiaries
would be liable or (B) a  closing  agreement  pursuant  to  Section  7121 of the
Internal  Revenue  Code,  or any  predecessor  provision  thereof or any similar
provision of state,  local or foreign  income tax law that relates to the assets
or operations of the Company or any of the Subsidiaries.

                  (d) Except as set forth on Schedule 3.16,  neither the Company
nor  any of the  Subsidiaries  is a party  to any  agreement  providing  for the
allocation or sharing of liability for any Taxes.

                  (e) The  Company has made  available  to Parent  complete  and
accurate  copies of all income and franchise Tax Returns and all other  material
Tax Returns filed by or on behalf of the Company or any of the  Subsidiaries for
the taxable years ended on or prior to December 31, 1997.

                  (f) The  Company  is not and has not been at any time over the
last five  years a "U.S.  real  property  holding  corporation"  (as  defined in
Section 897(c)(2) of the Internal Revenue Code).

                  For  purposes  of  this  Agreement,  "TAXES"  shall  mean  all
Federal,  state,  local,  foreign or other taxing authority  income,  franchise,
sales,  use, ad  valorem,  property,  payroll,  social  security,  unemployment,
assets,  value added,  withholding,  excise,  severance,  transfer,  employment,
alternative or add-on minimum and other taxes, charges, fees, levies, imposts,

                                       14
<PAGE>

duties,  licenses  or other  assessments,  together  with any  interest  and any
penalties,  additions  to tax  or  additional  amounts  imposed  by  any  taxing
authority.

                  SECTION  3.17.  Compliance  with  Law;  Permits.  Neither  the
Company nor any of the  Subsidiaries is in any material respect in default under
or in violation of (i) any order or decree of any court, governmental authority,
arbitrator  or  arbitration  board or  tribunal  or (ii) any  laws,  ordinances,
governmental  rules or regulations to which the Company or any Subsidiary or any
of their respective  properties or assets is subject.  Schedule 3.17 hereto sets
forth a list of all material permits, authorizations,  approvals, registrations,
variances  and licenses  ("Permits")  issued to or used by the Company or any of
the  Subsidiaries in connection  with the conduct of the Business.  Such Permits
constitute all Permits necessary for the Company or the Subsidiaries to own, use
and  maintain  their  properties  and assets or required  for the conduct of the
Business in  substantially  the same manner as it is currently  conducted.  Each
Permit  listed on Schedule 3.17 is in full force and effect and no proceeding is
pending  or,  to the best  knowledge  of the  Company,  threatened,  to  modify,
suspend,  revoke or otherwise limit any of such Permits and no administrative or
governmental  actions have been taken or, to the best  knowledge of the Company,
threatened, in connection with the expiration or renewal of any of such Permits.
Except  as set  forth  on  Schedule  3.17,  neither  the  Company  or any of the
Subsidiaries nor the Surviving  Corporation will be required, as a result of the
consummation of the  transactions  contemplated  hereby,  to obtain or renew any
material Permits.

                  SECTION 3.18.  Employee Benefit Plans.

                  (a)  Schedule  3.18 hereto sets forth a complete  and accurate
list of each plan,  program,  arrangement,  agreement or  commitment  that is an
employment,  consulting  or deferred  compensation  agreement,  or an  executive
compensation,  incentive bonus or other bonus, employee pension, profit-sharing,
savings,  retirement, stock option, stock purchase, severance pay, life, health,
disability or accident  insurance  plan, or vacation or other  employee  benefit
plan,  program,  arrangement,  agreement  or  commitment  ("PLANS"),  including,
without limitation, each employee benefit plan (as defined under Section 3(3) of
the  Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),
maintained  by the Company or any of the  Subsidiaries  or any trade or business
(whether  or not  incorporated)  which,  together  with such  persons,  would be
treated  as a single  employer  under  Title IV of ERISA or  Section  414 of the
Internal  Revenue Code  (collectively,  the "ERISA  AFFILIATES") or to which any
ERISA  Affiliate  contributes  or has any obligation to contribute to, or has or
may have any liability (including,  without limitation,  a liability arising out
of an indemnification, guarantee, hold harmless or similar agreement). Each Plan
is identified on Schedule 3.18, to the extent applicable,  as one or more of the
following:  an "employee pension plan" (as defined in Section 3(2)(A) of ERISA),
an "employee  welfare plan" (as defined in Section 3(l) of ERISA),  or as a plan
intended to be qualified under Section 401 of the Internal Revenue Code.


                                       15
<PAGE>

                  (b) The Company and each of the  Subsidiaries  have  complied,
and  currently  are in  compliance,  in all material  respects with all laws and
regulations applicable to the Plans,  including,  without limitation,  ERISA and
the Internal Revenue Code.

                  (c) Except as set forth on Schedule  3.18, no ERISA  Affiliate
has  maintained,  adopted or  established,  contributed  to or been  required to
contribute to, or otherwise  participated in or been required to participate in,
any employee benefit plan or other program or arrangement subject to Title IV of
ERISA (including,  without  limitation,  a "multi-employer  plan" (as defined in
Section 3(37) of ERISA) and a defined  benefit plan (as defined in Section 3(35)
of ERISA)).

                  (d) Except as set forth on Schedule 3.18,  neither the Company
nor any of the Subsidiaries  provides or may be required to provide and no Plan,
other than a Plan that is an employee  pension  benefit plan (within the meaning
of Section 3(2)(A) of ERISA),  provides or may be required to provide  benefits,
including, without limitation, death, health or medical benefits (whether or not
insured),  with respect to current or former  employees of the Company or any of
the Subsidiaries  beyond their  retirement or other  termination of service with
the Company or the Subsidiaries  (other than (A) coverage mandated by applicable
law, (B) deferred  compensation  benefits accrued as liabilities on the books of
the Company or the Subsidiaries, or (C) benefits the full cost of which is borne
by the  current  or  former  employee  (or his or her  beneficiary)).  No  ERISA
Affiliate  maintains any Plan under which any employee or former employee of any
of the ERISA Affiliates may receive medical benefits which cannot be modified or
terminated  by the ERISA  Affiliates  at any time  without  the  consent  of any
person,  and no employees or former  employees of the ERISA Affiliates will have
any claim in respect of such benefits as of the Effective Time.

                  (e) The  transactions  contemplated  hereby will not result in
(i) any portion of any amount paid or payable by the Company to a  "disqualified
individual"  (within the meaning of Section 28OG(c) of the Internal Revenue Code
and the regulations  promulgated  thereunder),  whether paid or payable in cash,
securities  of the  Company or  otherwise  and  whether  considered  alone or in
conjunction  with any  other  amount  paid or  payable  to such a  "disqualified
individual,"  being an "excess parachute  payment" within the meaning of Section
28OG(b)(1)  of  the  Internal  Revenue  Code  and  the  regulations  promulgated
thereunder,  (ii) except as provided in Section 6.07 hereof, any employee of the
Company or any of the Subsidiaries being entitled to severance pay, unemployment
compensation,  or any other  payment,  (iii)  except as provided in Section 6.08
hereof, an acceleration of the time of payment or vesting, or an increase in the
amount of  compensation  due to any such employee or former employee or (iv) any
prohibited  transaction described in Section 406 of ERISA or Section 4975 of the
Internal Revenue Code for which an exemption is not available.

                  (f) No ERISA  Affiliates  has incurred any material  liability
with respect to any Plan under ERISA (including,  without limitation, Title I or
Title IV thereof,  other than liability for premiums due to the Pension  Benefit
Guaranty Corporation),  the Internal Revenue Code or other applicable law, which
has not been satisfied in full or been accrued on the consolidated


                                       16
<PAGE>


balance  sheet of the  Company  and the  Subsidiaries  as of  December  31, 1997
pending  full  satisfaction,  and no event has  occurred,  and  there  exists no
condition or set of  circumstances,  which could result in the imposition of any
material  liability under ERISA,  the Internal  Revenue Code or other applicable
law with respect to any Plan.

                  (g)  With  respect  to each  Plan  that is  funded  wholly  or
partially through an insurance  policy,  all premiums required to have been paid
to date under the insurance  policy have been paid,  and, except as set forth on
Schedule 3.18, as of the Effective Time there will be no liability of any of the
ERISA  Affiliates  under any such insurance  policy or ancillary  agreement with
respect to such insurance policy in the nature of a retroactive rate adjustment,
loss sharing arrangement or other actual or contingent  liability arising wholly
or partially out of events occurring prior to the Effective Time.

                  (h) None of the ERISA  Affiliates has made any contribution to
any Plan  that may be  subject  to any  excise  tax  under  Section  4972 of the
Internal Revenue Code.

                  SECTION  3.19.  Environmental  Matters.  The  Company  and the
Subsidiaries are in compliance in all material respects with all Federal,  state
or  local  statutes,  ordinances,  orders,  judgments,  rulings  or  regulations
relating to environmental  pollution or to environmental  regulation or control.
Except  as set forth on  Schedule  3.19  hereto,  to the best  knowledge  of the
Company,  neither  the  Company,  any  of the  Subsidiaries  nor  any  of  their
respective officers,  employees,  representatives or agents or any other person,
has treated, stored, processed, discharged, spilled or otherwise disposed of any
substance  defined as hazardous  or toxic by any  applicable  Federal,  state or
local law,  rule,  regulation,  order or directive,  or any waste or by- product
thereof, at any real property or any other facility owned, leased or used by the
Company or any of the  Subsidiaries,  in violation of any  applicable  statutes,
regulations,  ordinances or directives of any  governmental  authority or court,
which violations may result in a Company  Material  Adverse Effect.  To the best
knowledge of the  Company,  no employee or other person has ever made a claim or
demand against the Company or any of the Subsidiaries based on alleged damage to
health  caused by any such  hazardous or toxic  substance or by any waste or by-
product thereof.  Except as set forth on Schedule 3.19,  neither the Company nor
any of the  Subsidiaries  has been charged by any  governmental  authority  with
improperly  using,  handling,  storing,  discharging  or  disposing  of any such
hazardous or toxic  substance or waste or by-product  thereof or with causing or
permitting  any pollution of any body of water.  Except as set forth on Schedule
3.19, the Leased  Properties and the Business are not subject to any pending or,
to the best  knowledge of the  Company,  threatened  administrative  or judicial
proceeding under any  environmental  law and there are no facts or circumstances
known to the Company which may give rise to any proceeding.  Except as set forth
on Schedule 3.19, to the best  knowledge of the Company,  there are no inactive,
closed,  or abandoned  storage or disposal  areas or facilities  or  underground
storage tanks on the Leased Properties.

                  SECTION 3.20. Contracts. Schedule 3.20 lists all contracts and
arrangements  of  the  following  types  to  which  the  Company  or  any of the
Subsidiaries is a party or by which it is

                                       17
<PAGE>


bound and which are material to the conduct of the Business or to the  financial
condition or results of operations of the Company and the Subsidiaries, taken as
a whole:

                  (i) any contract or arrangement  with a sales  representative,
         distributor,  dealer, broker, sales agency, advertising agency or other
         person engaged in sales, distribution or promotional activities, or any
         contract to act as one of the foregoing on behalf of any person,  which
         is not terminable by the Company on 30 or fewer days' notice;

                  (ii) any contract or  arrangement of any nature which involves
         the  payment  or  receipt  of cash or other  property,  an  unperformed
         commitment, or goods or services, having a value in excess of $100,000;

                  (iii)  any  contract  or  arrangement  pursuant  to which  the
         Company  has made or will make loans or  advances,  or has or will have
         incurred  indebtedness  for  borrowed  money or become a  guarantor  or
         surety or pledged its credit on or otherwise  become  responsible  with
         respect to any  undertaking of another  (except for the  negotiation or
         collection of negotiable  instruments in  transactions  in the ordinary
         course of business) in excess of $25,000;

                  (iv) any indenture,  credit agreement,  loan agreement,  note,
         mortgage,  security  agreement,  lease  of real  property  or  personal
         property,  loan commitment or other contract or arrangement relating to
         the borrowing of funds, an extension of credit or financing;

                  (v) any contract or arrangement involving a partnership, joint
         venture or other cooperative undertaking;

                  (vi) any contract or  arrangement  involving any  restrictions
         with respect to the geographical area of operations or scope or type of
         business of the Company or any of the Subsidiaries;

                  (vii) any power of attorney or agency agreement or arrangement
         with any person  pursuant to which such person is granted the authority
         to act for or on behalf of the Company or any of the  Subsidiaries,  or
         the Company or the  Subsidiaries is granted the authority to act for or
         on behalf of any person;

                  (viii) any  contract not fully  performed  and relating to any
         acquisition  or  disposition  of  the  Company  or any  predecessor  in
         interest of the  Company,  or any  acquisition  or  disposition  of any
         Subsidiary, division, line of business, or real property; and

                  (ix) any contract not specified  above that is material to the
         Company or any of the Subsidiaries.

                                       18
<PAGE>

                  The Company has  delivered  to Parent  complete  and  accurate
copies of the contracts and agreements  set forth on Schedule 3.20,  and, to the
best of the Company's knowledge,  each such contract or agreement is a valid and
subsisting agreement,  without any material default of the Company or any of the
Subsidiaries  thereunder and, to the best knowledge of the Company,  without any
material default  thereunder of the other party thereto.  Except as set forth on
Schedule  3.20,  the  Company has not  received  notice of any  cancellation  or
termination  of, or of any threat to cancel or terminate,  any such contracts or
agreements where such  cancellation or termination would have a Company Material
Adverse Effect.

                  SECTION 3.21.  Insurance.

                  (a) All policies of fire, liability, workers' compensation and
other forms of insurance  providing  insurance coverage to or for the Company or
any of the Subsidiaries for events or occurrences arising or taking place in the
case of occurrence type insurance, and for claims made and/or suits commenced in
the case of claims-made  type insurance,  between the date of this Agreement and
the Effective Time, are listed on Schedule 3.21 hereto, and, except as set forth
on Schedule  3.21,  all  premiums  with respect  thereto have been paid,  and no
notice of cancellation or termination has been received with respect to any such
policy.  All such policies are in full force and effect and, except as set forth
on Schedule 3.21, provide insurance in such amounts and against such risks as is
customary for companies engaged in similar  businesses to protect the employees,
properties,   assets,   businesses   and  operations  of  the  Company  and  the
Subsidiaries.  All such  policies  will remain in full force and effect and will
not terminate or lapse by reason of any of the transactions contemplated hereby.

                  (b) The Company has  provided  Parent  information  concerning
each claim which in exceeds  $100,000 and which has been made by the Company and
any of the  Subsidiaries in the last two years under any workers'  compensation,
general  liability,  property,  directors'  and  officers'  liability  or  other
insurance policy (except group medical insurance) applicable to the Company, the
Subsidiaries  or  any of  their  properties.  Except  as set  forth  in  written
materials  provided by the Company to Parent,  to the  knowledge of the Company,
there are no  pending or  threatened  claims  under any  insurance  policy,  the
outcome of which would reasonably be expected to have a Company Material Adverse
Effect.

                  SECTION 3.22. Pending Transactions.  Except for this Agreement
and the  transactions  contemplated  hereby,  neither the Company nor any of the
Subsidiaries is a party to or bound by any agreement,  negotiation,  discussion,
commitment or undertaking with respect to a merger or consolidation  with, or an
acquisition  of any material  property and assets of, any other  corporation  or
person or the sale,  lease or exchange of any material  properties and assets to
any other person.

                  SECTION 3.23.  Claims Against  Officers and Directors.  To the
knowledge of the Company,  there are no pending or threatened claims against any
director, officer, employee or

                                       19
<PAGE>



agent of the Company or any of the  Subsidiaries or any other person which could
give  rise  to  any  claim  for  indemnification  against  the  Company  or  the
Subsidiaries.

                  SECTION  3.24.  Customers,  Suppliers,  Etc.  The  Company has
provided  Parent  information  concerning  the 25 largest  customers in terms of
aggregate revenue to the Company and any of the Subsidiaries ("MAJOR CUSTOMERS")
and the 15 largest  suppliers in terms of  aggregate  charges to the Company and
the Subsidiaries  ("MAJOR  SUPPLIERS") during the fiscal year ended December 31,
1998.  Except to the extent set forth in Schedule 3.24, since December 31, 1998,
there has not been any material  adverse  change in the  business  relationship,
there  has  been  no  material  dispute  between  the  Company  and  any  of the
Subsidiaries  and any Major  Customer or Major  Supplier and, to the best of the
Company's knowledge,  the Company has received no notice that any Major Customer
intends to reduce its purchases from the Company or any of the  Subsidiaries  or
that any Major Supplier  intends to reduces its sale of goods or services to the
Company or any of the Subsidiaries.

                  SECTION 3.25.  Accounts  Receivable  and  Advances.  Except as
disclosed  on Schedule  3.25 or in the Company  Financial  Statements,  (i) each
account  receivable  of the  Company  and the  Subsidiaries  (collectively,  the
"ACCOUNTS RECEIVABLE") represents a sale made in the ordinary course of business
other than to  affiliates  and which arose  pursuant to an  enforceable  written
contract  for a bona  fide  sale of goods  or for  services  performed,  and the
Company and the Subsidiaries have performed all of their respective  obligations
to produce the goods or perform the services to which such  Accounts  Receivable
relates, and (ii) to the best of knowledge of the Company,  except to the extent
reserved for in the Company  Financial  Statements,  no Accounts  Receivable  is
subject to any claim for reduction,  counterclaim,  set-off, recoupment or other
claim for credit, allowances or adjustments by the obligor thereof, in an amount
individually  or in the  aggregate  that would have a Company  Material  Adverse
Effect.

                  SECTION 3.26. Improper and Other Payments.  To the best of the
Company's  knowledge,  except as set forth on Schedule 3.26, neither the Company
nor any of the  Subsidiaries,  nor any  director,  officer,  employee,  agent or
representative of the Company or any of the Subsidiaries,  nor any person acting
on behalf of any of them, has (i) made,  paid or received any bribes,  kickbacks
or other  similar  payments to or from any person,  whether  lawful or unlawful,
(ii) made any unlawful contributions,  directly or indirectly,  to a domestic or
foreign political party or candidate, or (iii) made any improper foreign payment
(as defined in the Foreign Corrupt Practices Act).

                  SECTION 3.27.  Accuracy of Statements.  Neither this Agreement
nor any schedule or exhibit  hereto,  nor the  certificates  required by Section
7.03(h),  contains or will contain any untrue  statement  of a material  fact or
omits or will omit to state a material  fact  necessary  to make the  statements
contained  herein or therein,  in light of the  circumstances  in which they are
made, not misleading.


                                       20
<PAGE>



                  SECTION 3.28.  Brokers.  Except as set forth on Schedule 3.28,
neither the Company nor any of the Subsidiaries has used any broker or finder in
connection with the transactions  contemplated  hereby,  and neither the Company
nor any of the  Subsidiaries  has or will have any liability or otherwise suffer
or incur any loss as a result of or in connection with any brokerage or finder's
fee or other  commission  of any  person  retained  by the  Company,  any of the
Subsidiaries  or the  Stockholders  in connection  with any of the  transactions
contemplated by this Agreement.


                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES
                                    OF PARENT

                  Parent represents and warrants to the Company as follows:

                  SECTION 4.01. Organization and Qualification.  (a) Parent is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the  State  of  Missouri  and  has all  requisite  corporate  power  and
authority to own or lease and operate its  properties and assets and to carry on
its business as it is now being conducted. Parent is duly qualified as a foreign
corporation to do business,  and is in good standing,  in each  jurisdiction  in
which the  character  of its  properties  owned or  leased or the  nature of its
activities makes such qualification necessary, except where the failure to be so
qualified would not have a material  adverse effect on the financial  condition,
operating results or business of Parent and its subsidiaries taken as a whole (a
"PARENT MATERIAL ADVERSE EFFECT").

                  (b)  Except in each  case as would not have a Parent  Material
Adverse  Effect,  each  subsidiary  of  Parent  (i) is duly  organized,  validly
existing and in good standing  under the laws of its  jurisdiction  of formation
and has all  requisite  power  and  authority  to own or lease and  operate  its
properties and assets and to carry on its business as it is now being  conducted
and (ii) is duly  qualified to do  business,  and is in good  standing,  in each
jurisdiction  in which the  character of its  properties  owned or leased or the
nature of its activities makes such qualification necessary.

                  SECTION 4.02. Authorization of Agreements, Etc. (a) Parent has
all requisite corporate power and authority to enter into this Agreement and the
Escrow  Agreement and to perform its  obligations  hereunder.  The execution and
delivery  of  this  Agreement  and  the  Escrow  Agreement  by  Parent  and  the
performance by Parent of its obligations hereunder, have been duly authorized by
all requisite  corporate action and, upon receipt of the requisite  consent from
Parent's lenders under Parent's Credit and Guaranty  Agreement,  dated as of May
29, 1998 (as  amended and  restated  as of July 7, 1998,  the  "PARENT'S  CREDIT
AGREEMENT"),  among Parent,  Harris Trust and Savings  Bank,  as Agent,  and the
lenders party  thereto,  will not violate any provision of law, any order of any
court or other agency of government,  the Articles of Incorporation or Bylaws of
Parent, or any provision of any indenture, agreement or other

                                       21
<PAGE>

instrument to which Parent is a party or by which it or any of its properties or
assets  is bound  or  affected,  or  conflict  with,  result  in a breach  of or
constitute  (with due notice or lapse of time or both) a default  under any such
indenture,  agreement  or  other  instrument,  or  result  in  the  creation  or
imposition  of any Liens upon the  properties  or assets of Parent or any of its
subsidiaries.

                  SECTION 4.03. Validity.  Each of this Agreement and the Escrow
Agreement  has been duly executed and  delivered by Parent and  constitutes  the
legal,  valid and binding  obligation of Parent,  enforceable  against Parent in
accordance with its terms.

                  SECTION 4.04. Capitalization. (a) The authorized capital stock
of  Parent  consists  of (i)  85,000,000  shares of Parent  Common  Stock,  (ii)
15,000,000  shares of Class B Non-Voting Common Stock, $.01 par value, and (iii)
4,500,000 shares of Preferred Stock, $1.00 par value ("PARENT PREFERRED STOCK"),
of which  1,950,000  shares  have  been  designated  Series D  Preferred  Stock,
1,500,000  shares  have been  designated  Series E  Preferred  Stock and 900,000
shares have been designated Series F Preferred Stock. Of such authorized capital
stock and as of the date hereof,  33,863,074  shares of Parent Common Stock,  no
shares of such Class B NonVoting Common Stock, 1,950,000 shares of such Series D
Preferred Stock (which are currently  convertible  into an aggregate  24,375,000
shares of Parent  Common  Stock),  1,500,000  shares of such  Series E Preferred
Stock (which are currently  convertible  into an aggregate  6,932,992  shares of
Parent Common Stock) and 900,000 shares of such Series F Preferred  Stock (which
are currently  convertible  into an aggregate  4,159,795 shares of Parent Common
Stock) are validly issued and outstanding, fully paid and nonassessable.

                  (b)  Except for (i) the  shares of Parent  Common  Stock to be
issued  pursuant to this  Agreement  and (ii)  options  outstanding  on the date
hereof to acquire an aggregate  5,514,000 shares of Parent Common Stock pursuant
to Parent's  existing  stock option and  restricted  stock purchase plan, (A) no
subscription,  warrant, option,  convertible security or other right (contingent
or other) to  purchase  or acquire  any shares of any class of capital  stock of
Parent is authorized or  outstanding;  (B) there is not any commitment of Parent
to issue any shares, warrants,  options or other such rights or to distribute to
holders of any class of its  capital  stock any  evidences  of  indebtedness  or
assets;  and (C) Parent has no  obligation  (contingent  or other) to  purchase,
redeem or  otherwise  acquire  any shares of its capital  stock or any  interest
therein  or to pay any  dividend  or make  any  other  distribution  in  respect
thereof.

                  (c) Parent has  provided to the  Company  true,  complete  and
correct copies of Parent's  Articles of Incorporation  and Bylaws, in each case,
as in effect on the date hereof.

                  (d) The shares of Parent Common Stock to be issued to pursuant
to  this  Agreement  have  been  duly  authorized,  and  upon  issuance  to  the
Stockholders  entitled  to  receive  such  shares,  will be  validly  issued and
outstanding,  fully paid and nonassessable,  and will be free of any Liens other
than (i) those created or suffered to exist by the  shareholder to whom any such
shares are issued and (ii)  restrictions on transfer  imposed by this Agreement,
the Securities Act and any applicable state securities laws.


                                       22
<PAGE>

                  (e) Prior to the Effective  Time,  the shares of Parent Common
Stock  issuable  upon  exercise of the Rollover  Warrants and the Company  Stock
Options will be duly  reserved by Parent for issuance upon exercise and, when so
issued and delivered,  will be duly authorized,  validly issued and outstanding,
fully paid and nonassessable shares of Parent Common Stock.

                  SECTION 4.05. Financial Statements. Parent has previously made
available to the Company (i) the audited  consolidated  balance  sheet of Parent
and  its  subsidiaries  as  of  December  31,  1997,  and  the  related  audited
consolidated  statements of operations,  stockholders' equity and cash flows for
the year then ended,  in each case certified by Deloitte & Touche LLP,  Parent's
independent  auditors,  and (ii) the  unaudited  consolidated  balance  sheet of
Parent and its  subsidiaries  as of December 31, 1998 and the related  unaudited
consolidated  statements of operations,  stockholders' equity and cash flows for
the twelve months then ended (collectively,  the "PARENT FINANCIAL STATEMENTS").
The Parent  Financial  Statements  were  prepared  from the books and records of
Parent and its subsidiaries  and present fairly the consolidated  financial posi
tion of Parent and its subsidiaries as of the respective dates specified therein
and the  consolidated  results of operations of Parent and its  subsidiaries for
the respective  periods then ended,  and were prepared in conformity  with GAAP,
subject,  in the  case of the  unaudited  Parent  Financial  Statements,  to (i)
purchase accounting  adjustments resulting from the purchase of Dow Jones Market
Holdings,  Inc. and certain assets of ADP Financial Information Services,  Inc.,
(ii) the inclusion of certain  footnote  disclosures  and (iii) normal  year-end
audit adjustments.

                  SECTION 4.06.  Absence of Undisclosed  Liabilities.  Except as
would not have a Parent  Material  Adverse Effect or to the extent (i) reflected
in Parent  Financial  Statements,  (ii) not  required to be  reflected in Parent
Financial  Statements in accordance with GAAP, (iii) incurred since December 31,
1998 in the ordinary  course of business and  consistent  with past  practice or
(iv) as referred to in Schedule  4.08,  Parent has no liabilities or obligations
of any kind or nature, whether secured or unsecured (whether absolute,  accrued,
contingent or otherwise,  and whether due or to become due),  including  without
limitation any liabilities for Taxes due or to become due.

                  SECTION 4.07. Governmental  Approvals.  Except as set forth on
Schedule  4.07,  no order,  authorization,  approval or consent  from, or filing
with, any federal or state governmental or public body or other authority having
jurisdiction over Parent is required for the execution, delivery and performance
by Parent of this Agreement and the Escrow  Agreement,  or is necessary in order
to ensure, with respect to Parent, the legality,  validity, binding effect or en
forceability of this Agreement and the Escrow Agreement.

                  SECTION 4.08. Litigation. Subject to the effect of the matters
disclosed  on Schedule  4.08,  to the best of Parent's  knowledge,  there are no
actions,  suits,  proceedings or claims pending before any court,  arbitrator or
government  agency  against or  affecting  the Parent  that (i) would  enjoin or
prevent the consummation of the  transactions  contemplated by this Agreement or
(ii) could be expected to have a Parent Material Adverse Effect.



                                       23
<PAGE>

                  SECTION 4.09.  Employee Benefit Plans. (a) Parent has complied
and  currently  is in  compliance,  both  as to form  and  operation,  with  the
applicable provisions of ERISA and the Code applicable to each of its Plans.

                  (b) Each Plan that is intended to qualify under Section 401(a)
of the Code does so qualify  and is exempt  from  taxation  pursuant  to Section
501(a) of the Code.

                  (c) Parent has not maintained, contributed to or been required
to contribute to, nor do any of its employees  participate in, a  "multiemployer
plan" (as  defined in Section  3(37) of ERISA) or a "defined  benefit  plan" (as
defined in Section  3(35) of  ERISA).  No amount is due or owing from  Parent on
account of a multiemployer plan or on account of any withdrawal therefrom.

                  (d) Parent has not incurred any liability  with respect to any
Plan under ERISA (including,  without limitation, Title I or Title IV of ERISA),
the Code or other  applicable  law that has not been  satisfied in full,  and no
event has occurred,  and there exists no condition or set of circumstances  that
could result in the imposition of any liability under ERISA (including,  without
limitation, Title I or Title IV of ERISA), the Code or other applicable law with
respect to any of the Plans.

                  SECTION 4.10.  Compliance with Laws. Neither Parent nor any of
its subsidiaries is in default in any material respect under any order or decree
of any  court,  governmental  authority,  arbitrator  or  arbitration  board  or
tribunal or under any laws,  ordinances,  governmental  rules or  regulations to
which Parent or any of such  subsidiaries or any of their respective  properties
or assets is subject.

                  SECTION 4.11.  Brokers.  Except as set forth on Schedule 4.11,
neither  Parent  nor any of its  subsidiaries  has used any  broker or finder in
connection with the transactions contemplated hereby, and neither the Parent nor
any of its  subsidiaries  has or shall have any liability or otherwise suffer or
incur any loss as a result of or in  connection  with any  brokerage or finder's
fee or  other  commission  of any  person  retained  by the  Parent,  any of its
subsidiaries  or the  stockholders  of  Parent  in  connection  with  any of the
transactions contemplated by this Agreement.


                                       24
<PAGE>

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES
                              OF ACQUISITION CORP.

                  Acquisition  Corp.  represents  and warrants to the Company as
follows:


                  SECTION  5.01.  Organization  and  Qualification.  Acquisition
Corp. is a corporation duly incorporated,  validly existing and in good standing
under the laws of the State of  Delaware  and has not  engaged  in any  business
other  than  in  connection  with  its  formation  and the  negotiation  of this
Agreement.

                  SECTION 5.02.  Authorization of Agreements,  Etc.  Acquisition
Corp.  has all  requisite  corporate  power  and  authority  to enter  into this
Agreement and to perform its obligations  hereunder.  The execution and delivery
of this Agreement by Acquisition  Corp. and the performance by Acquisition Corp.
of its  obligations  hereunder,  have  been  duly  authorized  by all  requisite
corporate  action and will not violate any  provision  of law,  any order of any
court or other agency of government,  the Certificate of Incorporation or Bylaws
of  Acquisition  Corp.,  or any provision of any  indenture,  agreement or other
instrument  to which  Acquisition  Corp. is a party or by which it or any of its
properties or assets is bound or affected,  or conflict with, result in a breach
of or constitute  (with due notice or lapse of time or both) a default under any
such  indenture,  agreement  or other  instrument,  or result in the creation or
imposition of any Liens upon the properties or assets of Acquisition Corp.

                  SECTION 5.03. Validity.  This Agreement has been duly executed
and delivered by Acquisition Corp. and constitutes the legal,  valid and binding
obligation  of  Acquisition  Corp.,  enforceable  against  Acquisition  Corp. in
accordance with its terms.

                  SECTION 5.04. Governmental  Approvals.  Except as set forth on
Schedule  5.04,  no order,  authorization,  approval or consent  from, or filing
with, any federal or state governmental or public body or other authority having
jurisdiction over Acquisition Corp. is required for the execution,  delivery and
performance by Acquisition Corp. of this Agreement,  or is necessary in order to
ensure,  with  respect to Parent,  the  legality,  validity,  binding  effect or
enforceability of this Agreement.

                  SECTION  5.05.  Brokers.  Acquisition  Corp.  has not used any
broker or finder in connection with the transactions  contemplated  hereby,  and
Acquisition Corp. has not or shall not have any liability or otherwise suffer or
incur any loss as a result of or in  connection  with any  brokerage or finder's
fee  or  other  commission  of any  person  retained  by  Acquisition  Corp.  in
connection with any of the transactions contemplated by this Agreement.


                                       25
<PAGE>

                                   ARTICLE VI.

                                    COVENANTS

                  SECTION 6.01. Conduct of the Company's  Business.  The Company
covenants  and agrees that,  prior to the  Effective  Time,  unless Parent shall
otherwise  consent in writing or as  otherwise  expressly  contemplated  by this
Agreement:

                  (a) the business of the Company and the Subsidiaries  shall be
conducted  only in,  and the  Company  and the  Subsidiaries  shall not take any
action except in, the ordinary course of business  consistent with past practice
and each of the  Company  and the  Subsidiaries  shall use its best  efforts  to
preserve intact its present business  organization,  keep available the services
of its current  officers and  employees,  maintain its assets  (other than those
permitted to be disposed of  hereunder) in good repair and  condition,  maintain
its books of account and records in the usual,  regular and ordinary  manner and
preserve its goodwill and ongoing business;

                  (b) the Company shall not directly or indirectly do any of the
following: (i) issue, sell, pledge, dispose of or encumber (or permit any of the
Subsidiaries  to issue,  sell,  pledge,  dispose of or encumber) (A) any capital
stock of any of the  Subsidiaries,  or (B) any  property  or  assets  (including
Intellectual Property Rights) of the Company or any of the Subsidiaries,  except
inventory and immaterial  assets in the ordinary  course of business  consistent
with  past  practice;  (ii)  amend  or  propose  to  amend  its  Certificate  of
Incorporation  or Bylaws;  (iii) split,  combine or reclassify  any  outstanding
shares of its capital stock, or declare,  set aside or pay any dividend  payable
in cash,  stock,  property or otherwise  with respect to such shares (except for
any dividends paid in the ordinary course to the Company or to any  Subsidiary);
(iv)  redeem,  purchase,  acquire  or offer to  acquire  (or  permit  any of the
Subsidiaries to redeem, purchase, acquire or offer to acquire) any shares of its
capital  stock;  or (v)  enter  into  any  contract,  agreement,  commitment  or
arrangement with respect to any of the matters set forth in this paragraph (b);

                  (c) neither the Company nor any of the Subsidiaries  shall (i)
issue,  sell,  pledge or dispose of, or agree to issue,  sell, pledge or dispose
of, any additional shares of, or securities  convertible or exchangeable for, or
any  options,  warrants  or rights of any kind to  acquire  any  shares  of, its
capital stock of any class or other property or assets  whether  pursuant to the
Company Stock Option Plans or otherwise or, except as  contemplated  by Sections
6.08 and 6.09 hereof,  modify the terms or any outstanding options,  warrants or
rights to acquire the Company's capital stock; provided that the Company (W) may
issue shares of Company  Common Stock upon the  conversion  of Company  Series A
Preferred  Stock or Series B Preferred  Stock,  (X) may issue  shares of Company
Common  Stock upon the exercise of  currently  outstanding  options and warrants
referred to in Section 3.04 hereof, (Y) may issue shares of Company Common Stock
upon the exercise by the holders of options under the Company Stock Option Plans
and (Z) may issue  options  under the Company Stock Option Plans in the ordinary
course of  business  consistent  with past  practice;  (ii)  acquire (by merger,
consolidation or acquisition of stock or assets) any corporation, partnership or
other business  organization  or division  thereof  (except a Subsidiary) or any
material  amount of  assets;  (iii)  incur or  guarantee  any  indebtedness  for
borrowed money other than in the ordinary course of business and consistent with
past  practices,  or refinance any such  indebtedness  or issue or sell any debt
securities; (iv) enter into or modify any material contract, lease, agreement or
commitment,  or permit or perform any act that would cause a material  breach of
any such  contract,  lease,  agreement or  commitment;  (v)  terminate,  modify,
assign,  waive,  release or relinquish any material contract rights or amend any
material  rights or claims;  (vi)  discharge  or satisfy any  material  claim or
settle or compromise any material


                                       26
<PAGE>


claim,  action,  suit or proceeding pending or threatened against the Company or
any of the  Subsidiaries,  or, if the Company or any of the  Subsidiaries may be
liable or obligated to provide indemnification,  against the Company's directors
or officers, before any court, governmental agency or arbitrator; (vii) make any
loans,  advances  (except for travel and similar  expenses to  employees  of the
Company in the  ordinary  course of  business)  or capital  contributions  to or
investments in, any other person,  except as may be required under agreements in
effect as of and  identified  on Schedule  3.20 hereto and upon prior  notice to
Parent; (viii) alter through merger, liquidation, reorganization,  restructuring
or in any other manner the corporate  structure or ownership of any  Subsidiary;
(ix) violate or fail to perform any  obligation  imposed upon the Company or any
of the  Subsidiaries  by any  applicable  laws,  orders or decrees,  ordinances,
government rules or regulations or conciliation  agreements if such violation or
failure would have a Company Material  Adverse Effect;  or (x) to the extent not
described herein, take any action described in Section 3.07 hereof;

                  (d)  neither the  Company  nor any of the  Subsidiaries  shall
grant  any  increase  in the  salary  or other  compensation  of its  directors,
officers  or  employees,  except  reasonable  salary  increases,  in the case of
employees who are not  directors or executive  officers of the Company or any of
the  Subsidiaries,  in the  ordinary  course of  business  consistent  with past
practice, or grant any bonus to any employee (except pursuant to plans disclosed
herein) or enter into any  employment  agreement  or make any loan  (except  for
expenses  in the  ordinary  course of  business)  to or enter into any  material
transaction  of any  other  nature  with  any  employee  of the  Company  or any
Subsidiary;

                  (e)  except as  contemplated  by  Section  6.07,  neither  the
Company nor any of the  Subsidiaries  shall take any action to institute any new
severance or termination  pay practices with respect to any directors,  officers
or  employees  of the Company or the  Subsidiaries  or to increase  the benefits
payable under its severance or termination pay practices;

                  (f)  neither the  Company  nor any of the  Subsidiaries  shall
adopt or amend, in any material respect,  any plan for the benefit or welfare of
any directors, officers or employees, except as contemplated hereby or as may be
required by applicable law or regulation;

                  (g) each of the  Company  and the  Subsidiaries  shall use its
best efforts,  to the extent not prohibited by the foregoing  provisions of this
Section 6.01, to maintain its  relationships  with its suppliers and  customers,
clients, and others having business dealings with it, and if and as requested by
Parent or Acquisition  Corp., (i) the Company shall use its best efforts to make
reasonable  arrangements for  representatives  of Parent or Acquisition Corp. to
meet with customers and suppliers of the Company or any of the Subsidiaries, and
(ii) the  Company  shall  schedule,  and the  management  of the  Company  shall
participate in, meetings of  representatives of Parent or Acquisition Corp. with
employees of the Company or any of the Subsidiaries; and


                                       27
<PAGE>


                  (h) the Company shall provide to Parent a draft of any Federal
income Tax return or material  state,  local or foreign  Tax return  (other than
state or local  sales  and use  taxes)  required  to be filed on  behalf  of the
Company or any  Subsidiary  between the date of this Agreement and the Effective
Time at least 15 days  prior to the date on which  such  return is due and shall
not file any such return  without the consent of Parent,  such consent not to be
unreasonably withheld or delayed, unless such filing is required by law.

                  SECTION 6.02. Stockholder Approval; Etc. As soon as reasonably
practicable after the date of this Agreement,  the Company shall take all action
necessary,  subject  to  and  in  accordance  with  the  Delaware  GCL  and  its
Certificate of Incorporation  and Bylaws,  to obtain the requisite  approval and
adoption of this  Agreement  and the Merger by the Company's  stockholders  at a
duly  called  meeting  or by written  consents  pursuant  to Section  228 of the
Delaware GCL and shall take such other  actions as may be required by applicable
law.

                  SECTION 6.03.  Access to  Information.  (a) Each of Parent and
the  Company  shall,  and shall  cause its  respective  subsidiaries,  officers,
directors, employees, representatives,  advisors and agents to, afford, from the
date hereof to the Effective  Time,  the officers,  employees,  representatives,
advisors and agents of the other party complete  access at all reasonable  times
to its officers,  employees, agents, properties,  books, records and workpapers,
and  shall  furnish  each  other  party  all  financial,   operating  and  other
information  and data as Parent or Company,  through its officers,  employees or
agents,  may reasonably  request and shall promptly furnish to the other monthly
operating  and  financial  reports in such form as Parent or the  Company  shall
reasonably request.

                  (b) The  Company,  at least three  business  days prior to the
Effective  Date,  shall  deliver  to Parent a list  setting  forth the names and
locations of each bank or other  financial  institution at which the Company and
the Subsidiaries has an account (giving the account numbers) or safe deposit box
and the names of all persons  authorized to draw thereon or have access thereto,
and the  names of all  persons,  if any,  now  holding  powers  of  attorney  or
comparable  delegation of authority from the Company and any of the Subsidiaries
and a summary statement thereof.

                  (c) Each of Parent and the Company shall,  and shall cause its
respective officers, directors, employees, representatives,  advisors and agents
to, provide the officers, employees, representatives, advisors and agents of the
other  party with such  information  concerning  Parent or the Company as may be
necessary  for each party to  ascertain  the accuracy  and  completeness  of the
information  supplied by Parent or the Company for Parent,  Company or any other
person to  complete  any  pre-merger  notification  report  filed  under (i) the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT")
(and any additional  information or documentary material supplied in response to
any  request  pursuant  to  Section  7A(e)  of the HSR  Act and the  regulations
thereunder) or (ii) the Bank Holding Company Act.


                                       28
<PAGE>



                  (d) If this  Agreement is  terminated  prior to the  Effective
Time, each of the parties hereto shall, and shall cause its officers, employees,
representatives,  advisors  and agents to,  deliver  to the other  party,  or if
requested, destroy, all confidential documents, work papers and other materials,
and all copies thereof, obtained by it or on its behalf from such other party as
a result of this Agreement or in connection herewith, whether so obtained before
or after the execution and delivery hereof.

                  (e) Each of the parties  hereto and its officers and employees
shall not disclose or use any  information  so  obtained,  except as required by
applicable law or legal process  without the prior written  consent of the other
party;  provided  that  any  such  information  may be  disclosed  to a  party's
financial advisors, accountants, counsel and other representatives,  and lenders
and regulatory  authorities  whose approvals are required  hereunder,  as may be
appropriate or required in connection with the transactions contemplated hereby,
but only if such  persons  shall be  specifically  informed by such party of the
confidential   nature  of  such   information  and  agree  to  comply  with  the
restrictions  contained herein, and to preserve the  confidentiality of any such
information  obtained.  The agreements  contained in this Section 6.03(e) do not
apply to information  that (i) is or becomes  generally  available to the public
other  than  as  a  result  of  a  disclosure  by  a  receiving   party  or  its
representatives,  (ii) was known to the receiving party on a confidential  basis
prior to its receipt,  (iii) becomes available to a party on a  non-confidential
basis from a source not bound by any duty of  confidentiality to the other party
or (iv) is inde pendently  developed by a receiving  party without  reference to
any confidential information.

                  (f) No  investigation  pursuant  to this  Section  6.03  shall
affect, add to or subtract from any representations or warranties of the parties
hereto or the conditions to the  obligations of the parties hereto to effect the
Merger.

                  SECTION  6.04.  Further  Assurances.  Subject to the terms and
conditions  herein  provided,  each of the parties hereto agrees to use its best
efforts  to take,  or cause to be taken,  all  action  and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make effective
as promptly as practicable  the  transactions  contemplated  by this  Agreement,
including,  without  limitation,  using all  reasonable  efforts  to obtain  all
necessary   waivers,   consents  and  approvals  and  to  effect  all  necessary
registrations and filings;  provided that the foregoing shall not require Parent
to agree to make, or to require the Company or any of the  Subsidiaries to make,
any divestiture of a significant asset in order to obtain any waiver, consent or
approval or to incur any material liability or expense.

                  SECTION 6.05. Inquiries and Negotiations.  Neither the Company
nor any of the Subsidiaries, nor any of their respective affiliates,  directors,
officers,  employees,  representatives,  advisors or agents,  shall, directly or
indirectly,  encourage,  solicit or initiate  any  discussions,  submissions  of
proposals  or  offers  or  negotiations  with,  or,  subject  to  the  fiduciary
obligations of the Company's Board of Directors under  applicable law as advised
by counsel,  participate in any negotiations or discussions with, or provide any
information or data of any nature  whatsoever to, or otherwise  cooperate in any
other way with, or assist or participate in, facilitate or encourage


                                       29
<PAGE>


any effort or attempt  by, any  person,  other than  Parent and its  affiliates,
representatives  and  agents,  concerning  any  merger,  consolidation,  sale of
substantial  assets, sale of shares of capital stock or other equity securities,
recapitalization,  debt  restructuring  or  similar  transaction  involving  the
Company  or  any  Subsidiary,  or any  division  of  the  company  or any of the
Subsidiaries (such  transactions  being hereinafter  referred to as "Alternative
Transactions").  The Company  shall  immediately  notify Parent if any proposal,
offer, inquiry or request from, or any discussions or negotiations are sought to
be  initiated  or  continued  with,  the  Company in  respect  of an  Alterative
Transaction,  and shall, in any such notice to Parent,  indicate the identity of
the  offeror  and the terms and  conditions  of any  proposals  or offers or the
nature of any inquiries or contacts,  and thereafter  shall keep Parent informed
of the  status and terms of any such  proposals  or offers and the status of any
such discussions or negotiations.  The Company shall not release any third party
from,  or waive any provision of, any  confidentiality  or standstill  agreement
under which the Company is a beneficiary.

                  SECTION 6.06.  Notification  of Certain  Matters.  The Company
shall  give  prompt  notice to Parent  and  Acquisition  Corp.,  and  Parent and
Acquisition  Corp.  shall  give  prompt  notice  to  the  Company,  of  (i)  the
occurrence,  or failure to occur, of any event that such party believes would be
likely to cause  any of its  representations  or  warranties  contained  in this
Agreement to be untrue or  inaccurate  in any material  respect at any time from
the date  hereof to the  Effective  Time and (ii) any  material  failure  of the
Company,  Parent  or  Acquisition  Corp.,  as the case may be,  or any  officer,
director,  employee or agent  thereof,  to comply with or satisfy any  covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it  hereunder;
provided,  however,  that  failure to give such notice  shall not  constitute  a
waiver of any defense that may be validly asserted.

                  SECTION 6.07. Employee Matters.  (a) Parent agrees that, as of
the  Effective  Time,  except as set forth in Schedule  6.07, it shall cause the
Surviving  Corporation to continue to employ all of the employees of the Company
and the Subsidiaries who are Active Employees (as hereinafter defined), it being
understood  that  nothing  in this  Agreement  shall be  deemed  to  create  any
employment  status  other than  employment  at will.  Employees  who continue as
employees  of the  Surviving  Corporation  or any of the  Subsidiaries  shall be
entitled to  participate in all employee  benefit plans  maintained by Parent or
the Surviving Corporation for employees of the Surviving Corporation  generally.
It being understood and agreed, however, that nothing in this Section 6.07 shall
require  Parent (i) to provide or continue for the benefit of any  employees any
Plan currently  maintained by the Company or any Subsidiary  thereof, or (ii) to
maintain the  organizational  structure of the Business as in effect on the date
hereof.

                  For purposes of this Agreement, an employee shall be deemed to
be an "ACTIVE EMPLOYEE" if:

                  (i) at the Effective  Time,  the employee is  performing  work
         duties  for the  Company  or any of the  Subsidiaries  or is  absent by
         reason of a scheduled day off;


                                       30
<PAGE>

                  (ii) at the Effective  Time, the employee was absent from work
         by reason of a sick day (not  covered  under  clause  (iii) below) or a
         paid vacation day, personal day or holiday;

                  (iii) at the Effective Time, the employee was absent from work
         by reason of a family or medical leave covered under Section 102 of the
         Family and Medical Leave Act of 1993; or

                  (iv) at the Effective  Time,  the employee is absent from work
         due to any other  authorized  leave under the  policies or practices of
         the Company or any of the  Subsidiaries and such person returns to work
         within the period  permitted  by such  policies or  practices,  but not
         later than 30 days after the  Effective  Time or such later time as may
         be required by law.

                  (b) At  the  Effective  Time,  Parent  shall  assume  all  the
obligations  of the  Company  under (i) the  Employment  Agreement,  dated as of
December 4, 1998,  between the  Company  and Clyde A.  Heintzelman  and (ii) the
Employment  Agreement,  dated as of July 1, 1998, between the Company and Ian D.
Brown.

                  SECTION 6.08.  Company  Stock Option  Plans.  At the Effective
Time,  Parent shall assume all the  obligations of the Company under the Company
Stock Option Plans and each of the Company Stock  Options  which is  outstanding
immediately prior to the Effective Time shall be assumed by Parent and converted
automatically  into an option to purchase  shares of Parent Common Stock (a "NEW
OPTION") in an amount and at an exercise price determined as provided below:

                           (i) The number of shares of Parent Common Stock to be
                  subject to the New Option shall be equal to the product of the
                  number of shares of Company Common Stock remaining subject (as
                  of  immediately  prior to the Effective  Time) to the original
                  option and the Common Stock Exchange Ratio,  provided that any
                  fractional  shares of Parent Common Stock  resulting from such
                  multiplication shall be rounded down to the nearest share; and

                           (ii) The  exercise  price per share shall be equal to
                  (y) the  aggregate  exercise  price for the  shares of Company
                  Common Stock purchasable pursuant to such Company Stock Option
                  divided  by (z) the  number of full  shares  of Parent  Common
                  Stock deemed purchasable pursuant to such New Option.

In the case of any option to which  Section 421 of the Code applies by reason of
its qualification  under Section 422 of the Code, the exercise price, the number
of shares  purchasable  pursuant to such option and the terms and  conditions of
such  option  shall be  determined  in order to comply  with 424(a) of the Code.
After the Effective  Time,  each New Option shall be exercisable  and shall vest
upon the same terms and  conditions as were  applicable  to the related  Company
Stock

                                       31
<PAGE>

Option  immediately  prior to the Effective Time,  except that all references to
the Company shall be deemed to be references to Parent.

                  SECTION 6.09.  Warrants.

                  (a) At  the  Effective  Time,  Parent  shall  assume  all  the
obligations of the Company under the Rollover Warrant  Agreement and each of the
Rollover  Warrants which is outstanding  immediately prior to the Effective Time
shall be  assumed  by Parent  and  converted  automatically  into a  warrant  to
purchase  shares of Parent Common Stock (a "NEW ROLLOVER  WARRANT") in an amount
and at an exercise price determined as provided below:

                  (i) The number of shares of Parent  Common Stock to be subject
         to the New Rollover Warrant shall be equal to the product of the number
         of shares of Company Common Stock remaining  subject (as of immediately
         prior to the  Effective  Time) to the  original  warrant and the Common
         Stock Exchange  Ratio,  provided that any  fractional  shares of Parent
         Common Stock resulting from such multiplication  shall be rounded up or
         down to the nearest share; and

                  (ii) The  exercise  price per share  shall be equal to (y) the
         aggregate  exercise  price  for the  shares  of  Company  Common  Stock
         purchasable pursuant to such Rollover Warrant divided by (z) the number
         of full shares of Parent  Common Stock deemed  purchasable  pursuant to
         such New Rollover Warrant.

After the Effective  Time, each New Rollover  Warrant shall be exercisable  upon
the same terms and  conditions  as were  applicable  to the related New Rollover
Warrant in the New Rollover Warrant Agreement immediately prior to the Effective
Time, except that all references to the Company shall be deemed to be references
to Parent.

                  (b) At  the  Effective  Time,  Parent  shall  assume  all  the
obligations of the Company under the Series A Warrant  Agreement and each of the
Series A Warrants which is outstanding  immediately  prior to the Effective Time
shall be  assumed  by Parent  and  converted  automatically  into a  warrant  to
purchase  shares of Parent  Common Stock (a "NEW SERIES A WARRANT") in an amount
and at an exercise price determined as provided below:

                  (i) the number of shares of Parent  Common Stock to be subject
         to the New  Series A Warrant  shall be equal to the  product of (x) the
         number of shares of Company Series A Preferred Stock remaining  subject
         (as of immediately prior to the Effective Time) to the original warrant
         and (y) .4907753,  provided that any fractional shares of Parent Common
         Stock resulting from such multiplication shall be rounded up or down to
         the nearest share; and

                  (ii) The  exercise  price per share  shall be equal to (y) the
         aggregate  exercise  price  for the  shares  of the  Company  Series  A
         Preferred Stock purchasable (as of immediately

                                       32
<PAGE>

         prior to the Effective  Time) pursuant to such Series A Warrant divided
         by (z)  the  number  of full  shares  of  Parent  Common  Stock  deemed
         purchasable pursuant to such New Series A Warrant.

After the Effective  Time,  each New Series A Warrant shall be exercisable  upon
the same terms and  conditions  as were  applicable  to the related New Series A
Warrant in the New Series A Warrant Agreement immediately prior to the Effective
Time, except that all references to the Company shall be deemed to be references
to Parent.

                  SECTION  6.10.  Indemnification.  From and after the Effective
Time,  Parent  agrees to cause the Surviving  Corporation  to indemnify and hold
harmless each current and former director and officer of the Company and each of
the Subsidiaries against any costs or expenses (including  reasonable attorneys'
fees),  judgements,  fines, losses,  claims,  damages or liabilities incurred in
connection with any claim,  action, suit,  proceeding or investigation,  whether
civil,  criminal,  administrative  or  investigative,  arising  out  of  matters
existing or occurring at or prior to the  Effective  Time,  whether  asserted or
claimed prior to, at or after the Effective Time, to the fullest extent that the
Company or such Subsidiary,  as the case may be, would have been permitted under
its  Certificate of  Incorporation  or Bylaws as in effect on the date hereof to
indemnify  such person (and Parent  shall  cause the  Surviving  Corporation  to
advance  expenses  as  incurred  to  the  fullest  extent  permitted  under  the
Certificate of Incorporation  and Bylaws of the Company or such  Subsidiary,  as
the case may be, as in effect on the date  hereof,  provided  the person to whom
expenses are advanced  provides an  undertaking  to repay such advances if it is
ultimately  determined that such person is not entitled to indemnification)  and
provided further that the Parent  determines in good faith that, with respect to
any civil action or proceeding,  such person acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Company  or such  Subsidiary,  as the  case may be,  and,  with  respect  to any
criminal  action or proceeding,  such person had no reasonable  cause to believe
this conduct was unlawful.

                  SECTION 6.11. Registration Rights; Stockholders Agreement. The
shares of Parent Common Stock issued to the Stockholders  hereunder shall,  upon
the consummation of the transactions  contemplated  hereby, be accorded the same
registration  rights as have been accorded to shares of "Restricted Stock" under
Section 5 of the Registration  Rights Agreement,  dated as of April 13, 1995, as
amended  (the  "REGISTRATION  RIGHTS  AGREEMENT"),  among Parent and the several
parties named therein, with respect to any primary public offering by the Parent
of shares of Parent Common Stock. If, not later than 90 days after the Effective
Time and the consummation of the transactions as contemplated hereby, Parent and
the  requisite  percentage  of  stockholders  of  Parent  (as set  forth  in the
Registration   Rights  Agreement)  have  not  executed  and  delivered  to  such
Stockholders  for  their  execution  an  amendment  to the  Registration  Rights
Agreement  providing for the rights and  privileges  as  aforesaid,  then Parent
shall  instead  promptly  execute  and  deliver to such  Stockholders  for their
execution a separate registration rights agreement providing for same. Not later
than 60 days  following the Effective Time Parent will deliver to the holders of
Company Series C Preferred Stock (as of immediately prior to the


                                       33
<PAGE>

Effective Time) for execution an Amendment to the Stockholders Agreement,  dated
as of August 11, 1995,  as amended  (the  "STOCKHOLDERS  AGREEMENT")  which will
accord (i) observer  rights accorded  pursuant to Section 2 of the  Stockholders
Agreement  to a designee  of the  majority  of the  holders of Company  Series C
Preferred  Stock (as of immediately  prior to the Effective Time) and reasonably
acceptable  to Parent,  (ii)  pre-emptive  rights  accorded  to other  "Eligible
Holders"  pursuant to Section 3 of the  Stockholder  Agreement to each holder of
such Company Series C Preferred  Stock,  (iii) co-sale rights  accorded to other
"Eligible  Holders" pursuant to Section 4 of the Stockholders  Agreement to each
holder of such  Company  Series C Preferred  Stock and (iv)  information  rights
accorded  pursuant  to Section 8 of the  Stockholders  Agreement  to First Union
Capital Partners, Inc., BCI Growth IV, L.P., Gateway Partners, L.P., J.P. Morgan
Investment  Corporation,  Advantage Capital Missouri Partners I, L.P. and Jurgen
Manchot.

                  SECTION 6.12. Representation Agreements. The Company shall use
its  best  efforts  to  obtain  from  each   Stockholder   an   Agreement   (the
"REPRESENTATION  AGREEMENT"),  in form and substance  satisfactory to Parent and
the   Company,   whereby  such   Stockholder   (i)  makes   certain   investment
representations  and (ii)  agrees to be bound by the terms  and  conditions  set
forth in Article IX. Pursuant to the Representation  Agreement, the Stockholders
shall also  appoint a person or persons  (in such  capacity,  collectively,  the
"STOCKHOLDER  AGENT") to act as the  Stockholder's  agent in connection with the
rights and duties  set forth in Article IX of this  Agreement  and in the Escrow
Agreement.

                  SECTION 6.13. Pooling of Interests. Company shall not directly
or  indirectly  take any  action  that  would  result  in the  Merger  not being
accounted for as a pooling of interests under GAAP.


                                  ARTICLE VII.

                            CONDITIONS TO THE MERGER

                  SECTION 7.01.  Conditions to Each Party's Obligation to Effect
the Merger. The respective  obligations of each party to effect the Merger shall
be subject to the fulfillment at or prior to the Effective Time of the following
conditions:

                  (a) this Agreement and the Merger shall have been approved and
adopted by the requisite vote of the stockholders of the Company;

                  (b) the  expiration  or  earlier  termination  of all  waiting
periods under the HSR Act shall have occurred;

                  (c) the  approval  by the Board of  Governors  of the  Federal
Reserve System pursuant to the Bank Holding Company Act;


                                       34
<PAGE>

                  (d) no more  than  ten  percent  of the  capital  stock of the
Company shall in the aggregate be (i) subject to a written  demand for appraisal
as  provided  in Section  262 of the  Delaware  GCL or (ii)  consist of treasury
shares of the Company; provided,  however, that the Company shall not waive such
condition  without the written consent of at least  two-thirds of the holders of
the Company Series C Preferred Stock;

                  (e) no  preliminary  or permanent  injunction  or other order,
decree or ruling issued by any court of competent  jurisdiction nor any statute,
rule,  regulation or order entered,  promulgated or enacted by any governmental,
regulatory or  administrative  agency or authority shall be in effect that would
prevent the consummation of the Merger as contemplated hereby.

                  SECTION 7.02.  Conditions to the  Obligation of the Company to
Effect the Merger.  The  obligation of the Company to effect the Merger shall be
subject to the  fulfillment  at or prior to the Effective  Time of the following
additional conditions:

                  (a)  Representations  and Warranties.  The representations and
warranties of Parent and Acquisition Corp.  contained in this Agreement shall be
true and correct in all material  respects at the  Effective  Time with the same
force and effect as though such  representations and warranties had been made at
and as of the  Effective  Time,  and Parent  and  Acquisition  Corp.  shall have
certified to such effect to the Company in writing.

                  (b)  Performance.  Parent  and  Acquisition  Corp.  shall have
performed and complied  with all  agreements  and  conditions  contained  herein
required to be performed  and complied  with by it prior to or at the  Effective
Time, and Parent and  Acquisition  Corp.  shall have certified to such effect to
the Company in writing.

                  (c) Opinion of Counsel.  The Company  shall have  received the
opinions of Bryan Cave LLP and  Reboul,  MacMurray,  Hewitt,  Maynard & Kristol,
counsel to the Company,  substantially  in the forms attached  hereto as Exhibit
B-1 and B-2, respectively.

                  (d) Bank  Consent.  Parent shall have  received the  requisite
consent from its lenders  under the Credit and Guaranty  Agreement,  dated as of
May 29, 1998 (as amended and restated as of July 7, 1998), among Parent,  Harris
Trust and Savings Bank, as Agent, and the lenders party thereto.

                  (e) Supporting  Documents.  At or prior to the Effective Time,
the  Company  and its  counsel  shall  have  received  copies  of the  following
supporting documents:

                  (i) copies of the Articles of Incorporation of Parent, and all
         amendments  thereto,  certified as of a recent date by the Secretary of
         State of the State of Missouri,  and a  certificate  of said  Secretary
         dated as of a recent date as to the due incorporation and good standing
         of  Parent  and  listing  all  documents  of  Parent  on file with said
         Secretary;


                                       35
<PAGE>


                  (ii) copies of the Certificate of Incorporation of Acquisition
         Corp., and all amendments thereto, certified as of a recent date by the
         Secretary of State of the State of Delaware,  and a certificate of said
         Secretary  dated as of a recent  date as to the due  incorporation  and
         good  standing  of  Acquisition  Corp.  and listing  all  documents  of
         Acquisition Corp. on file with said Secretary;

                  (iii) a certificate of the Secretary or an Assistant Secretary
         of Parent as of the Effective Time certifying (w) that attached thereto
         is a true and complete copy of the Bylaws of Parent as in effect on the
         date of such  certification;  (x) that  attached  thereto is a true and
         complete  copy of  resolutions  adopted  by the Board of  Directors  of
         Parent  authorizing  the  execution,  delivery and  performance of this
         Agreement,  and that all such  resolutions  are still in full force and
         effect  and are all the  resolutions  adopted  in  connection  with the
         transactions  contemplated by this Agreement;  (y) that the Articles of
         Incorporation  of Parent  have not been  amended  since the date of the
         last amendment  referred to in the  certificate  delivered  pursuant to
         clause (i) above;  and (z) as to the incumbency and specimen  signature
         of each officer of Parent  executing this Agreement and any certificate
         or instrument furnished pursuant hereto, and a certification by another
         officer of Parent as to the  incumbency  and  signature  of the officer
         signing the certificate referred to in this paragraph (iii); and

                  (iv) a certificate of the Secretary or an Assistant  Secretary
         of each of Acquisition  Corp. as of the Effective  Time  certifying (w)
         that  attached  thereto is a true and  complete  copy of the By-laws of
         Acquisition Corp. as in effect on the date of such  certification;  (x)
         that  attached  thereto  is a true  and  complete  copy of  resolutions
         adopted by the Board of Directors of Acquisition Corp.  authorizing the
         execution,  delivery and  performance of this  Agreement,  and that all
         such  resolutions  are still in full  force and  effect and are all the
         resolutions adopted in connection with the transactions contemplated by
         this  Agreement;   (y)  that  the  Certificate  of   Incorporation   of
         Acquisition  Corp.  have not been  amended  since  the date of the last
         amendment  referred to in the certificate  delivered pursuant to clause
         (ii) above; and (z) as to the incumbency and specimen signature of each
         officer  of  Acquisition   Corp.   executing  this  Agreement  and  any
         certificate   or   instrument   furnished   pursuant   hereto,   and  a
         certification  by  another  officer  of  Acquisition  Corp.  as to  the
         incumbency  and  signature  of  the  officer  signing  the  certificate
         referred to in this paragraph (iv); and

                  (iv)   such   additional   supporting   documents   and  other
         information  with respect to the  operations  and affairs of Parent and
         Acquisition Corp. as the Company or its counsel may reasonably request.

                  All such documents  shall be reasonably  satisfactory  in form
and substance to the Company and its counsel.


                                       36
<PAGE>



                  SECTION  7.03.  Conditions  to the  Obligation  of Parent  and
Acquisition Corp. to Effect the Merger. The obligation of Parent and Acquisition
Corp.  to effect the Merger shall be subject to the  fulfillment  at or prior to
the Effective Time of the following additional conditions:

                  (a)  Representations  and Warranties.  The representations and
warranties of the Company  contained in this Agreement shall be true and correct
in all material respects at the Effective Time with the same force and effect as
though  such  representations  and  warranties  had  been  made at and as of the
Effective Time, and the Company shall have certified to such effect to Parent in
writing.

                  (b) Performance. The Company shall have performed and complied
with all agreements and conditions contained herein required to be performed and
complied  with by it prior to or at the  Effective  Time,  and the Company shall
have certified to such effect to Parent in writing.

                  (c)  Legal  Actions  or   Proceedings.   No  legal  action  or
proceeding  shall  have been  instituted  or  threatened  seeking  to  restrain,
prohibit,  invalidate or otherwise  affect the  consummation of the transactions
contemplated hereby.

                  (d) Opinion of Counsel. Parent shall have received the opinion
of Thompson Coburn,  counsel to the Company, in form and substance  satisfactory
to Parent and its counsel.

                  (e)  Employment  Agreements.  The  Company and each of Michael
Gaddis,  Ian Brown and Richard  Bubenik  shall have  executed  and  delivered an
Employment Agreement substantially in accordance with the terms set forth in the
letters heretofore executed by Parent and each of them prior to the date of this
Agreement and in a form satisfactory to Parent and each party thereto.

                  (f) Termination of Investor Rights and Voting Agreement. Prior
to the Effective  Time,  Parent shall have  received  evidence  satisfactory  to
Parent and its counsel that the Investor  Rights and Voting  Agreement  has been
terminated.

                  (g) Supporting  Documents.  At or prior to the Effective Time,
Parent and its counsel  shall have received  copies of the following  supporting
documents:

                  (i) copies of the Certificate of Incorporation of the Company,
         and  all  amendments  thereto,  certified  as of a  recent  date by the
         Secretary of State of the State of Delaware,  and a certificate of said
         Secretary  dated as of a recent  date as to the due  incorporation  and
         good  standing of the Company and listing all  documents of the Company
         on file with said Secretary;

                  (ii) a certificate of the Secretary or an Assistant  Secretary
         of the Company as of the Effective  Time  certifying  (w) that attached
         thereto is a true and complete copy of the


                                       37
<PAGE>


         By-laws of the Company as in effect on the date of such  certification;
         (x) that attached  thereto is a true and complete  copy of  resolutions
         adopted  by the  Board of  Directors  of the  Company  authorizing  the
         execution,  delivery and  performance of this  Agreement,  and that all
         such  resolutions  are still in full  force and  effect and are all the
         resolutions adopted in connection with the transactions contemplated by
         this  Agreement;  (y)  that the  Certificate  of  Incorporation  of the
         Company  has not been  amended  since  the  date of the last  amendment
         referred to in the  certificate  delivered  pursuant  to clause  (i)(x)
         above;  and (z) as to the  incumbency  and  specimen  signature of each
         officer of the Company  executing this Agreement and any certificate or
         instrument  furnished  pursuant hereto,  and a certification by another
         officer  of the  Company  as to the  incumbency  and  signature  of the
         officer signing the certificate referred to in this paragraph (ii); and

                  (iii)  such   additional   supporting   documents   and  other
         information  with respect to the  operations and affairs of the Company
         as Parent or its counsel may reasonably request.

                  All such documents  shall be reasonably  satisfactory  in form
and substance to Parent and its counsel.


                                  ARTICLE VIII.

                           TERMINATION AND ABANDONMENT

                  SECTION 8.01. Termination and Abandonment.  This Agreement may
be terminated and the Merger may be abandoned at any time prior to the Effective
Time, whether before or after approval by the stockholders of the Company:

                  (a) by mutual  action of the Boards of Directors of Parent and
the Company;

                  (b) by the Company,  if the  conditions  set forth in Sections
7.01  and  7.02  shall  not  have  been  complied  with or  performed  and  such
noncompliance  or  nonperformance  shall not have been cured or eliminate (or by
its nature cannot be cured or eliminated) by Parent and Acquisition  Corp. on or
before May 31, 1999;

                  (c) by Parent or  Acquisition  Corp.,  if the  conditions  set
forth in Sections  7.01 and 7.03 shall not have been  complied with or performed
and such noncompliance or nonperformance shall not have been cured or eliminated
(or by its nature cannot be cured or eliminated) by the Company on or before May
31, 1999; or

                  (d) by Parent or the  Company (i) if there has been a material
breach of a  representation  or  warranty  made by the other party the effect of
which is a Company  Material Adverse Effect or a Parent Material Adverse Effect,
as the case may be, or (ii) if there has been a


                                       38
<PAGE>


breach by the other party in any material  respect of the covenants set forth in
this Agreement which by its nature cannot be cured or eliminated.

                  SECTION  8.02  Effect  of  Termination.  In the  event  of the
termination  of this  Agreement and the  abandonment  of the Merger  pursuant to
Section 8.01,  this Agreement shall  thereafter  become void and have no effect,
and no party  hereto  shall have any  liability to any other party hereto or its
stockholders or directors or officers in respect  thereof,  and each party shall
be  responsible  for its own expenses,  except as follows:  (i) the  obligations
imposed by Sections 6.03(d),  6.03(e).  10.01 and 10.02 hereof shall survive the
termination  and (ii) nothing  herein shall relieve any party from liability for
any willful breach or improper termination hereof.


                                   ARTICLE IX.

                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

                  SECTION 9.01. Survival of Representations. All representations
and  warranties  made by any party hereto in this  Agreement or pursuant  hereto
shall survive the Effective Time and shall terminate at the close of business on
the earlier of one year from the Effective  Time or the  completion of the first
audit of the Parent or the Company  after the  Effective  Time (the  "EXPIRATION
DATE").

                  SECTION 9.02. General Indemnity.  (a) Subject to the terms and
conditions  of this  Article IX, the  Stockholders,  severally  and not jointly,
shall  indemnify,  defend and hold  Parent  and the  Company  harmless  from and
against all demands, claims, actions or causes of ac tion, assessments,  losses,
damages,  liabilities,   costs  and  expenses,  including,  without  limitation,
interest,  penalties and reasonable  attorneys'  fees and expenses  (hereinafter
collectively called "DAMAGES"),  asserted against, resulting to, imposed upon or
incurred by Parent or the Company by reason of or resulting  from or arising out
of:

                  (i) a breach of any  representation,  warranty  or covenant of
         the Company contained in this Agreement; and

                  (ii) any and all Taxes  imposed on or  incurred by the Company
         for all taxable years (or portions  thereof)  ending on or prior to the
         Effective  Time,  except to the  extent  such  Taxes  have been paid or
         reserves have been established for such Taxes on the Company  Financial
         Statements.

                  (b) Subject to the terms and  conditions  of this  Article IX,
Parent agrees to and shall indemnify,  defend and hold the Stockholders harmless
from and against all Damages  asserted  against,  resulting to,  imposed upon or
incurred by them by reason of or resulting from or arising out of:


                                       39
<PAGE>


                  (i) a breach of any  representation,  warranty  or covenant of
         Parent or Acquisition Corp. contained in this Agreement; and

                  (ii) any and all Taxes  imposed on or  incurred by the Company
         for all  taxable  years and periods  ending  after the  Effective  Time
         (including any short periods ending after the Effective Time).

                  SECTION 9.03.  Conditions of  Indemnification.  The respective
obligations and liabilities of the  Stockholders  under paragraph (a) of Section
9.02  to  Parent  and  the  Company,  on the  one  hand,  and of  Parent  to the
Stockholders  under  paragraph  (b) of Section  9.02,  on the other hand (herein
sometimes  called the  "INDEMNIFYING  PARTY"),  to the other  (herein  sometimes
called the "PARTY TO BE INDEMNIFIED")  under Section 9.02 hereof with respect to
claims  resulting  from the  assertion of liability  by third  parties  shall be
subject to the following terms and conditions:

                  (a) Within 20 days after receipt of notice of  commencement of
any  action  or the  assertion  of any claim by a third  party,  the party to be
indemnified  shall give the  indemnifying  party written notice thereof together
with a copy of such  claim,  process  or other  legal  pleading  (provided  that
failure so to notify the  indemnifying  party of the assertion of a claim within
such period shall not affect its indemnity obligation hereunder except as and to
the extent that such failure shall adversely  affect the defense of such claim),
and the indemnifying party shall have the right to undertake the defense thereof
by representatives of its own choosing.

                  (b) In the event that the indemnifying  party, by the 30th day
after  receipt  of notice of any such claim (or,  if  earlier,  by the tenth day
preceding  the day on which an answer or other  pleading must be served in order
to prevent  judgment by default in favor of the person  asserting  such  claim),
does not elect to defend against such claim,  the party to be  indemnified  will
(upon further notice to the indemnifying  party) have the right to undertake the
defense, compromise or settlement of such claim on behalf of and for the account
and risk of the  indemnifying  party,  subject to the right of the  indemnifying
party to assume  the  defense  of such  claim at any time  prior to  settlement,
compromise or final determination thereof.

                  (c) Except with the prior written  consent of the  indemnified
party, no indemnifying party, in the defense of such claim or litigation,  shall
consent to entry of any judgment or order,  interim or otherwise,  or enter into
any  settlement  that  provides  for  injunctive  or  other  nonmonetary  relief
affecting  the  indemnified  party or that does not include as an  unconditional
term thereof the giving by each claimant or plaintiff to such indemnified  party
of a release from all liability with respect to such claim or litigation. In the
event  that  the  indemnified  party  shall  in good  faith  determine  that the
indemnified party may have available to it one or more defenses or counterclaims
that are  inconsistent  with one or more of those that may be  available  to the
indemnifying party in respect of such claim or any litigation  relating thereto,
the indemnified  party shall have the right at all times to take over and assume
control over the defense,  settlement,  negotiations  or litigation  relating to
such claim at the sole cost of the indemnifying party;  provided,  however, that
if the indemnified party does so take over and

                                       40
<PAGE>


assume control,  the indemnified party shall not settle such claim or litigation
without the written consent of the  indemnifying  party,  such consent not to be
unreasonably withheld.

                  (d)  In  connection   with  any  such   indemnification,   the
indemnified party shall cooperate in all reasonable requests of the indemnifying
party.  Any  notices  required  to  given to or by,  and all  other  actions  or
decisions required to be taken or made by, the Stockholders as the "indemnifying
party" as provided in this  Section  9.03,  shall be given to or by, or shall be
taken or made by, the individual or entity appointed as the Stockholder Agent in
accordance with the Representation  Agreement and any action so taken shall bind
all Stockholders.

                  SECTION 9.04. Limitations on Indemnification and Remedies. (a)
Notwithstanding the foregoing, no party shall receive  indemnification  payments
with respect to Damages or Taxes pursuant to this Article IX until the aggregate
indemnification  payments payable to such party exceed $500,000,  whereupon such
party shall be entitled to receive indemnification payments for all such Damages
and Taxes.

                  (b)  Notwithstanding anything herein to the contrary,

                  (i)  the  maximum  liability  of  each  Stockholder  for  each
         indemnification    obligation   hereunder   shall   not   exceed   such
         Stockholder's pro rata share thereof as set forth on Schedule II hereto
         under the heading "Percentage Interest in Escrowed Shares";

                  (ii) the maximum  liability of each  Stockholder for aggregate
         indemnification  payments  pursuant to this Article IX shall not exceed
         the  product  of (x) the  number of  shares  set  forth  opposite  such
         Stockholder's  name under the heading  "Number of Escrowed  Shares" and
         (y) the Price Per Share; and

                  (iii) the maximum aggregate  liability of the Stockholders for
         indemnification  obligations  pursuant  to this  Article  IX shall  not
         exceed the product of (i) the aggregate  number of Escrowed  Shares and
         (ii) the Price Per Share.

                  (c)  Each  Stockholder's   indemnification   obligations  with
respect to any claim hereunder shall be satisfied by surrender from the Escrowed
Shares to Parent for  cancellation  the number of shares of Parent  Common Stock
that,  when  multiplied  by the  Price  Per  Share,  equals  the  amount of such
Stockholder's  liability hereunder.  The Escrow Agent and the Stockholders Agent
shall  maintain a register  (the  "ESCROW  REGISTER")  of the number of Escrowed
Shares to which each Stockholder is entitled,  which shall reflect the following
adjustments:

                  (i)  Any  indemnification   obligations  arising  out  of  the
         Representation  Agreement  or a breach by a  Stockholder  of any of its
         covenants therein, shall be borne and satisfied solely by the breaching
         Stockholder by surrender and  cancellation of the applicable  number of
         such  Stockholder's  Escrowed  Shares,  and the Escrow  Register  shall
         reflect the corresponding reduction in the number of such Stockholder's
         Escrowed Shares.


                                       41
<PAGE>

                  (ii) Any other indemnification  obligations arising hereunder,
         shall be borne and satisfied pro rata by all Stockholders in accordance
         with the respective percentage shares as set forth on Schedule II under
         the heading  "Percentage  Interest in Escrowed Shares" by surrender and
         cancellation of the applicable  number of each  Stockholder's  Escrowed
         Shares,  and  the  Escrow  Register  shall  reflect  the  corresponding
         reduction in the number of each Stockholder's Escrowed Shares.

                  (iii)  Any  Stockholder,  at its  sole  option,  may  elect to
         satisfy  its  indemnification  obligations  with  respect  to any claim
         hereunder  by  payment in cash to Parent,  and upon such  payment,  the
         Escrow Register shall reflect that such Stockholder's pro rata Escrowed
         Shares were not reduced.

                  (d) On the first business day after the  Expiration  Date, the
Escrow Agent shall  release all remaining  Escrowed  Shares (as reflected on the
Escrow  Register) to the Stockholder  Agent, who shall hold such shares in trust
for the Stockholders, pro rata in accordance with the Escrow Register, except to
the extent  that  Parent has  delivered  a notice of claim  pursuant  to Section
9.03(a)  and such claim has not been  resolved,  in which case the Escrow  Agent
shall retain a number of Escrowed  Shares that, when multiplied by the Price Per
Share,  shall be equal to the amount of such pending claim.  Upon  resolution of
any pending claims,  the Escrow Agent shall release all remaining  shares to the
Stockholder Agent as set forth above.  Upon receipt of the Escrowed Shares,  the
Stockholder  Agent shall present the stock  certificates  therefor to Parent and
Parent shall issue and deliver to the Stockholder  Agent,  stock certificates in
the  name  of  each  Stockholder  entitled  thereto  in the  respective  amounts
specified in writing by the Stockholder Agent to Parent.

                  (e) Any indemnification  obligations hereunder shall be offset
by any  applicable  insurance or other  reimbursement  payments  received or tax
benefit realized by the indemnified party with respect to such obligation.

                  SECTION  9.05.   Exclusive   Remedies.   Parent's   rights  to
indemnification  under this Article IX with respect to any Damages  shall be its
sole and exclusive  remedy for money damages  under this  Agreement,  and Parent
shall not be entitled to pursue, and hereby expressly waives, any and all rights
that may otherwise be available either at law or in equity with respect thereto,
except  for  rights  with  respect  to any  fraudulent  or  intentional  acts or
intentional misrepresentations.


                                       42
<PAGE>


                                   ARTICLE X.

                                  MISCELLANEOUS

                  SECTION 10.01. Expenses,  Etc. Whether or not the transactions
contemplated by this Agreement are consummated,  neither the Company, on the one
hand,  nor Parent  and  Acquisition  Corp.,  on the other  hand,  shall have any
obligation  to pay any of the fees and  expenses  of the other  incident  to the
negotiation, preparation and execution of this Agreement, including the fees and
expenses  of counsel,  accountants,  investment  bankers  and other  experts and
Parent shall pay all such fees and expenses  incurred by  Acquisition  Corp. The
Company,  on the one hand, and Parent and Acquisition  Corp., on the other hand,
shall  indemnify  the other and hold it harmless from and against any claims for
finders' fees or brokerage commissions in relation to or in connection with such
transactions  as a  result  of  any  agreement  or  understanding  between  such
indemnifying party and any third party.

                  SECTION  10.02.  Publicity,  Confidentiality.  The Company and
Parent  agree that this  Agreement  and the  exchange  of  information  pursuant
thereto is confidential and they will not disclose or issue any press release or
make any other public announcement concerning this Agreement or the transactions
contemplated  hereby without the prior consent of the other party or as required
by law.

                  SECTION 10.03. Execution in Counterparts.  For the convenience
of the parties, this Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                  SECTION 11.04.  Notices.  All notices that are required or may
be given pursuant to the terms of this  Agreement  shall be in writing and shall
be  sufficient  in all  respects  if given in writing and  delivered  by hand or
national  overnight  courier  service,  transmitted  by  telecopy  or  mailed by
registered or certified mail,  postage  prepaid,  and shall be deemed given upon
receipt, as follows:

                  If to Parent to:

                           717 Office Parkway
                           St. Louis, Missouri 63141-7155
                           Telecopy Number:  (314) 468-4399
                           Attention: Chief Executive Officer

                  with copies to:

                           Reboul, MacMurray, Hewitt, Maynard & Kristol
                           45 Rockefeller Plaza
                           New York, New York 10111


                                       43
<PAGE>


                           Telecopy Number: (212) 841-5725
                           Attention:  Alan D. Granquist, Esq.

                  If to the Company, to:

                           SAVVIS Holdings Corporation
                           7777 Bonhomme
                           Suite 1501
                           St. Louis, MO 63105
                           Telecopy Number: (314) 719-2499
                           Attention:  Steven M. Gallant

                  with a copy to:

                           Thompson Coburn
                           One Mercantile Center
                           St. Louis, Missouri 63101
                           Telecopy Number: (314) 552-7000
                           Attention:  Thomas A. Litz, Esq.

or such other address or addresses as any party hereto shall have  designated by
notice in writing to the other parties hereto.

                  SECTION  10.05.  Waivers.  The Company,  on the one hand,  and
Parent and  Acquisition  Corp., on the other hand, may, by written notice to the
other,  (i) extend the time for the  performance  of any of the  obligations  or
other actions of the other under this Agreement;  (ii) waive any inaccuracies in
the representations or warranties of the other contained in this Agreement or in
any document delivered  pursuant to this Agreement;  (iii) waive compliance with
any of the conditions of the other  contained in this  Agreement;  or (iv) waive
performance of any of the obligations of the other under this Agreement.  Except
as  provided  in the  preceding  sentence,  no  action  taken  pursuant  to this
Agreement,  including,  without limitation, any investigation by or on behalf of
any  party,  shall be deemed to  constitute  a waiver by the party  taking  such
action  of  compliance  with  any  representations,   warranties,  covenants  or
agreements  contained  in this  Agreement.  The waiver by any party  hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.

                  SECTION 10.06. Amendments, Supplements, Etc. At any time, this
Agreement may be amended or supplemented by such additional agreements, articles
or  certificates,  as may be determined  by the parties  hereto to be necessary,
desirable or expedient to further the purposes of this Agreement,  or to clarify
the intention of the parties hereto, or to add to or modify the covenants, terms
or conditions  hereof or to effect or facilitate  any  governmental  approval or
acceptance of this  Agreement or to effect or facilitate the filing or recording
of this Agreement or

                                       44
<PAGE>



the  consummation  of any of the  transactions  contemplated  hereby.  Any  such
instrument must be in writing and signed by all of the parties hereto.

                  SECTION  10.07.  Entire  Agreement.  This  Agreement  and  its
Schedules  and  Exhibits,  and the  documents to be executed or delivered at the
Effective Time in connection herewith, constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings,  oral and written,  among the parties hereto with
respect to the subject  matter hereof.  No  representation,  warranty,  promise,
inducement  or  statement  of  intention  has been made by any party that is not
embodied  in this  Agreement  or such other  documents,  and none of the parties
shall be bound by, or be  liable  for,  any  alleged  representation,  warranty,
promise, inducement or statement of intention not embodied herein or therein. As
used herein,  the "best  knowledge" or "awareness" of the Company shall refer to
the knowledge of each director and executive  officer of the Company and each of
the Subsidiaries after due inquiry.

                  SECTION  10.08.   APPLICABLE  LAW.  THIS  AGREEMENT  SHALL  BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

                  SECTION 10.09. Binding Effect,  Benefits. This Agreement shall
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective  successors  and assigns.  Except for the  provisions of Section 6.10
hereof,  nothing in this Agreement,  expressed or implied, is intended to confer
on any person other than the parties hereto or their  respective  successors and
assigns, any rights, remedies,  obligations or liabilities under or by reason of
this Agreement.

                  SECTION 10.10.  Assignability.  Neither this Agreement nor any
of the parties'  rights  hereunder shall be assignable by any party hereto prior
to the  Effective  Time without the prior  written  consent of the other parties
hereto.  After the Effective  Time,  no assignment  shall operate to release the
original parties hereto.

                  SECTION  10.11.  Severability.  Any term or  provision of this
Agreement that is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction,   be   ineffective   to  the   extent   of  such   invalidity   or
unenforceability  without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or  enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction.

                  SECTION 10.12. Variation and Amendment.  This Agreement may be
varied or amended at any time before or after the  approval and adoption of this
Agreement  by the  stockholders  of  Parent  and the  Company  by  action of the
respective  Boards of Directors of the Company,  Parent and  Acquisition  Corp.,
without  action by the  stockholders  thereof,  provided that after approval and
adoption of this  Agreement by the  Company's  stockholders  no such variance or
amendment   shall,   without   consent  of  such   stockholder(s),   reduce  the
consideration


                                       45
<PAGE>

that the  holders of the  capital  stock of the  Company  shall be  entitled  to
receive  upon the  Effective  Time  pursuant to Section 2.01 hereof or amend the
provisions of Article IX.


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

                                               BRIDGE INFORMATION SYSTEMS, INC.



                                               By  /s/ DARYL A. RHODES
                                                  -----------------------------
                                                    Name: DARYL A. RHODES
                                                    Title: TREASURER


                                               SAVVIS ACQUISITION CORP.



                                               By /s/ DARYL A. RHODES
                                                  -----------------------------
                                                    Name: DARYL A. RHODES
                                                    Title: TREASURER


                                               SAVVIS HOLDINGS CORPORATION



                                               By /s/ CLYDE A. HEINTZELMAN
                                                  -----------------------------
                                                    Name: CLYDE A. HEINTZELMAN
                                                          Title: PRESIDENT/CEO


                                   * * * * *

The  schedules  and  exhibits to this  agreement  have been  omitted and will be
furnished to the SEC's staff upon request.

                                   * * * * *


                                       46