STATEMENT OF AGREEMENT

 

                                                                    EXHIBIT 10.1

                        AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of July
3, 1996, among PAGING SERVICES, INC., a Georgia corporation ("Seller"),
PREFERRED NETWORKS, INC. ("Purchaser"), a Delaware corporation and PREFERRED
TECHNICAL SERVICES, INC., a Georgia  corporation and a wholly-owned subsidiary
of Purchaser ("SubCorp") and the undersigned shareholders of Seller (referred
to herein individually as a "Shareholder" and collectively as the
"Shareholders").

                              BACKGROUND STATEMENT

         Purchaser and Seller desire to effect a business combination of Seller
and SubCorp pursuant to which Seller will merge with and into SubCorp, and the
holders of shares of Seller common stock, $1 par value ("Seller Common Stock"),
will receive Purchaser common stock, par value $.0001 per share ("Purchaser
Common Stock"), in exchange for Seller Common Stock, as provided in this
Agreement (the "Merger").  The Merger is intended to be a reorganization under
Section 368(a)(1)(A) and 368 (a)(2)(D) of the Internal Revenue Code of 1986, as
amended (the "Code").

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:

                                   ARTICLE 1

                            THE BUSINESS COMBINATION

         1.1    THE MERGER.  At the Effective Time (as defined in Section 1.3),
Seller shall be merged with and into SubCorp in accordance with the provisions
of this Agreement and the Georgia Business Corporation Code (the "GBCC"), and
the separate existence of Seller shall thereupon cease, and SubCorp as the
surviving corporation in the Merger (hereinafter sometimes referred to as the
"Surviving Corporation"), shall continue its corporate existence under the laws
of the State of Georgia as a wholly-owned subsidiary of Purchaser.  The Merger
shall have the effect provided under the applicable laws of the State of
Georgia including, but not limited to, Section 14-2-1106 of the GBCC.

         1.2    CLOSING.  The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Preferred
Networks, Inc., 5300 Oakbrook Parkway, Suite 320, Norcross, Georgia 30093 at
10:00 a.m. on the third business day after all conditions set forth in Article 
7 have been satisfied or waived in writing or at such
other place and time as 

Purchaser and Seller may agree (the "Closing Date").  At the Closing,
the parties shall execute and deliver the agreements and other documents
referred to in Article 8.

         1.3    EFFECTIVE TIME OF THE MERGER.  If all the conditions set forth
in Article 7 shall have been fulfilled or waived in accordance with this
Agreement and provided that this Agreement has not been terminated pursuant to
Article 10, the parties shall cause the certificate of merger attached hereto
as Exhibit A (the "Certificate of Merger") to be executed, delivered and filed
with the Secretary of State of Georgia in accordance with the provisions of the
GBCC.  The Merger shall become effective at the time of such filing unless a
different effective time is specified in the Certificate of Merger pursuant to
the GBCC (the "Effective Time").

         1.4    ARTICLES OF INCORPORATION; BYLAWS.  The Articles of
Incorporation and Bylaws of SubCorp as in effect immediately prior to the
Effective Time shall be the Articles of Incorporation and Bylaws of the
Surviving Corporation, until duly amended in accordance with applicable law.

         1.5    DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.  At the
Effective Time, the persons who are directors and officers of SubCorp at the
Effective Time will become the directors and officers of the Surviving
Corporation until such time as they may be replaced in accordance with the
Bylaws of the Surviving Corporation.

                                   ARTICLE 2

              CONVERSION AND EXCHANGE OF SHARES; ADDITIONAL ACTION

         2.1    CONVERSION OF SHARES.  At the Effective Time, by virtue of the
Merger and without any action on the part of any holder thereof:

                (a)   SELLER COMMON STOCK.  Each issued and outstanding share
         of Seller Common Stock (an aggregate of 555 shares), excluding any
         such shares held in the treasury of Seller and excluding any such
         shares held by Purchaser or its Subsidiaries (as defined below) shall
         automatically be cancelled and extinguished and shall thereafter be
         converted into only the right to receive 105.98738 shares of Purchaser
         Common Stock (the "Conversion Ratio"), and Four Hundred Fifty and
         45/100 Dollars ($450.45) in cash or readily available funds.

                (b)   TREASURY SHARES.  Each share of Seller Common Stock held
         in the treasury of Seller or held by Purchaser or any of its
         Subsidiaries shall be automatically cancelled and extinguished, and no
         payment shall be made in respect thereof.

                (c)   SUBCORP COMMON STOCK.  Each issued and outstanding share
         of SubCorp common stock at the Effective Time shall be converted into 
         and shall thereafter represent one validly issued, fully paid and 
         nonassessable share of common stock of the Surviving

         Corporation, which shall then constitute all of the issued and 
         outstanding shares of the Surviving Corporation.

         2.2    NO FRACTIONAL SHARES.  No scrip or fractional shares of
Purchaser Common Stock shall be issued in the Merger upon conversion of Seller
Common Stock as provided in Section 2.1(a).  Each registered holder of Seller
Common Stock who would otherwise have been entitled to receive a fraction of a
share of Purchaser Common Stock upon conversion of his Seller Common Stock
shall be entitled to receive a cash payment with respect to such fractional
share in an amount equal to the product of the Reported Market Price (as
defined below) of Purchaser Common Stock multiplied by such fractional share.
Purchaser will make available promptly after the Effective Time to the Exchange
Agent (as defined below) the funds necessary for the purpose of paying cash for
fractional shares.

         2.3    REPORTED MARKET PRICE.  The Reported Market Price for Purchaser
Common Stock shall be the closing price per share for Purchaser Common Stock on
the Nasdaq Stock Market ("Nasdaq") as of June 28, 1996.

         2.4    STOCK TRANSFER BOOKS.  From and after the Effective Time, no
transfer of Seller Common Stock outstanding prior to the Effective Time shall
be registered on the stock transfer books of the Surviving Corporation.  If,
after the Effective Time, certificates for Seller Common Stock are presented to
the Surviving Corporation for transfer, such certificates shall be cancelled
and exchanged for the consideration described in Section 2.1(a) (the "Merger
Consideration").

         2.5    SURRENDER AND EXCHANGE OF CERTIFICATES REPRESENTING SELLER
COMMON STOCK.

                (a)   EXCHANGE AGENT.  Purchaser shall appoint First Union
         National Bank of North Carolina, N.A., or such other financial
         institution as may be selected by Purchaser, or Purchaser shall
         appoint itself, to act as exchange agent for the Merger (the "Exchange
         Agent").  At the Effective Time, Purchaser shall, pursuant to
         irrevocable instructions, direct the Exchange Agent to deliver the
         number of shares of Purchaser Common Stock provided for in Section
         2.1.

                (b)   SURRENDER OF CERTIFICATES.  Prior to, at or promptly
         after the Effective Time, Purchaser shall cause the Exchange Agent to
         mail or otherwise make available to each record holder as of the
         Effective Time of an outstanding certificate or certificates which
         immediately prior to the Effective Time represented Seller Common
         Stock (the "Certificates"), a letter of transmittal (which shall
         specify that delivery shall be effected, and risk of loss and title to
         the Certificates shall pass, only upon proper delivery of the
         Certificates to the Exchange Agent) and instructions for use in
         effecting the surrender of the Certificates for conversion thereof,
         which letter of transmittal shall comply with all applicable rules of
         Nasdaq.  Upon surrender to the Exchange Agent of the Certificates,
         together with such letter of transmittal duly executed, the holder of
         such Certificates shall be entitled to receive promptly in exchange 
         therefor one or more certificates as requested 

         by the holder (properly issued, executed and counter-signed, as 
         appropriate) representing that number of whole shares of Purchaser 
         Common Stock to which such holder of Seller Common Stock shall have
         become entitled pursuant to the provisions of Section 2.1 and the
         Certificates so surrendered shall forthwith be cancelled. From the
         Effective Time until surrender in accordance with the provisions of
         this Section 2.5, each Certificate (other than Certificates
         representing treasury shares) shall represent for all purposes only
         the right to receive the Merger Consideration.  All payments in
         respect of Seller Common Stock that are made in accordance with the
         terms hereof shall be deemed to have been made in full satisfaction of
         all rights pertaining to such securities.

                (c)   LOST CERTIFICATES.  In the case of any lost, misplaced,
         stolen or destroyed Certificate, the holder thereof may be required,
         as a condition precedent to delivery to such holder of the Merger
         Consideration, to deliver to Purchaser an indemnity agreement and a
         bond in such reasonable sum as Purchaser may direct as indemnity
         against any claim that may be made against the Exchange Agent,
         Purchaser or the Surviving Corporation with respect to the Certificate
         alleged to have been lost, misplaced, stolen or destroyed.

                (d)   NO INTEREST.  No interest shall be paid or accrued on any
         portion of the Merger Consideration regardless of the cause for delay
         in payment of the Merger Consideration.

                (e)   DIVIDENDS ON PURCHASER COMMON STOCK.  No holder of a
         Certificate shall be entitled to delivery of any dividend or other
         distribution from Purchaser having a record date after the Effective
         Time until surrender of such holder's Certificate pursuant to this
         Section 2.5.  Upon such surrender, there shall be paid to the holder
         the amount of any dividends or other distributions (without interest)
         that theretofore became payable by Purchaser, but were not paid by
         reason of the foregoing with respect to the number of whole shares of
         Purchaser Common Stock represented by the certificate or certificates
         issued upon such surrender.  From and after the Effective Time,
         Purchaser shall, however, be entitled to treat any such Certificate
         that has not yet been surrendered for exchange as evidencing the
         ownership of the aggregate Merger Consideration into which the Seller
         Common Stock represented by such Certificate shall have been
         converted, notwithstanding any failure to surrender such Certificate.

                (f)   NO LIABILITY.  Neither Purchaser nor Seller shall be
         liable to any holder of shares of Seller Common Stock for any
         Purchaser Common Stock (or dividends or distributions with respect
         thereto) delivered to a public official pursuant to any abandoned
         property, escheat or similar law.

                (g)   WITHHOLDING RIGHTS.  Purchaser or the Exchange Agent
         shall be entitled to deduct and withhold from the Merger Consideration
         otherwise payable pursuant to this Agreement to any holder of shares
         of Seller Common Stock such amounts, if any, as Purchaser or the
         Exchange Agent is required to deduct and withhold with respect to the
         making of such payment under the Code, or any provision of state,
         local or foreign tax

         law.  To the extent that amounts are so withheld by Purchaser
         or the Exchange Agent, such withheld amounts shall be treated for all
         purposes of this Agreement as having been paid to the holder of the
         shares of Seller Common Stock in respect of which such deduction and
         withholding was made by Purchaser or the Exchange Agent.

         2.6    DISSENTING STOCKHOLDERS.  Any holder of Seller Common Stock who
dissents from the Merger and exercises dissenters' rights in accordance with
the provisions of Article 13 of the GBCC and who perfects such rights pursuant
to such Article shall be entitled to receive, in lieu of the consideration
provided in Section 2.1, the value of such shares in cash as determined
pursuant to the applicable provisions of the GBCC.  Notwithstanding the other
provisions of this Article 2, Seller Common Stock with respect to which a
proper demand has been made in accordance with Section 1321 of the GBCC shall
not be converted into the right to receive Merger Consideration applicable to
such shares as set forth in Section 2.1, unless the holder thereof shall have
lost his status as a dissenting shareholder pursuant to Section 1323 of the
GBCC.  Within ten days after the date the Shareholders approve this Agreement
and the Merger, Seller shall send to those Shareholders entitled thereto a
notice relating to dissenters' rights complying with the provisions of Section
1322(b) of the GBCC, accompanied by a copy of Article 13 of the GBCC.

         2.7    ADJUSTMENTS.  In the event that at any time after the date
hereof and prior to the Effective Time, Purchaser shall effect (i) a dividend
or other distribution with respect to Purchaser Common Stock payable in
Purchaser Common Stock or other property (other than cash), including the
common stock, preferred stock or other securities of a Subsidiary, (ii) a
combination of outstanding Purchaser Common Stock into a smaller number of such
Purchaser Common Stock, or (iii) any reorganization or reclassification, or any
consolidation or merger of Purchaser, with another corporation, or the sale of
all or substantially all of its assets to another corporation, in such a way
that holders of outstanding Purchaser Common Stock shall be entitled to receive
(either directly or upon subsequent liquidation) stock, securities or other
property with respect to or in exchange for such Purchaser Common Stock (any
such event described in (i)-(iii) above referred to as a "Diluting Event"),
then, as a condition of such Diluting Event, lawful and adequate provision
shall be made whereby the Shareholders shall thereafter be entitled to receive
(under the same terms otherwise applicable their receipt of Purchaser Common
Stock), in lieu of the number of shares of Purchaser Common Stock to which such
Shareholders are entitled immediately prior to such Diluting Event, such shares
of stock, securities or other property as may be issued or payable with respect
to or in exchange for that number of shares of Purchaser Common Stock to which
the Shareholders were so entitled, and in any case appropriate provision shall
also be made with respect to such Shareholders' rights and interests to the end
that the provisions of this Section 2.7 shall thereafter be applicable in
relation to any shares of stock, securities or other property thereafter
deliverable to such Shareholders pursuant to the provisions hereof.

                                   ARTICLE 3

           REPRESENTATIONS AND WARRANTIES BY SELLER AND SHAREHOLDERS

         Seller and the Shareholders represent and warrant to Purchaser as
follows:

         3.1    ORGANIZATION AND QUALIFICATION.  Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia, has the corporate power and authority to own all of its properties and
assets and to carry on its business as it is now being conducted, and is duly
qualified to do business and is in good standing in the jurisdictions shown on
Schedule 3.1, which include all jurisdictions in which the failure to be so
qualified would have a material adverse effect on Seller's [consolidated]
financial condition or results of operations.  The copies of Seller's Articles
of Incorporation and Bylaws, as amended to date, which have been delivered to
Purchaser, are complete and correct, and such instruments, as so amended, are
in full force and effect at the date hereof.

         3.2    CAPITALIZATION.  The authorized capital stock of Seller
consists of 100,000 shares of Seller Common Stock.  All of the issued and
outstanding shares of Seller Common Stock are duly authorized, validly issued,
fully paid and nonassessable, and were not issued in violation of any
preemptive rights.  As of the date hereof:  (i) 555 shares of Seller Common
Stock are issued and outstanding; and (ii) no shares of Seller Common Stock are
held by Seller as treasury shares.  Except as set forth on Schedule 3.2 and in
this Section 3.2, there are no shares of capital stock of Seller outstanding,
and there are no subscriptions, options, convertible securities, calls, rights,
warrants or other agreements, claims or commitments of any nature whatsoever
obligating Seller to issue, transfer, register with any securities commission
or other authority, deliver or sell or cause to be issued, transferred, so
registered, delivered or sold, additional shares of the capital stock or other
securities of Seller or obligating Seller to grant, extend or enter into any
such agreement or commitment.

         3.3    AUTHORITY.  Seller has the corporate power and authority to
execute and deliver this Agreement and any other agreements, instruments and
documents executed and delivered by Seller pursuant to this Agreement (this
Agreement and such other agreements, instruments and documents are collectively
referred to as the "Seller Delivered Agreements") and to consummate the
transactions contemplated on the part of Seller hereby and thereby.  The
execution and delivery by Seller of the Seller Delivered Agreements and the
consummation by Seller of the transactions contemplated on its part thereby
have been duly authorized by its Board of Directors.  The Seller Delivered
Agreements have been duly executed and delivered by Seller and each is a valid
and binding obligation of Seller enforceable in accordance with its terms.

         3.4    NON-CONTRAVENTION.  The execution and delivery of the Seller
Delivered Agreements by Seller do not and the consummation by Seller of the
transactions contemplated thereby does not and will not (i) violate or conflict
with any provision of the Articles of Incorporation or Bylaws of Seller or any
of its Subsidiaries, or (ii) except as set forth on Schedule 3.4, violate or

conflict with, or result (with the giving of notice or the lapse of time or
both) in a violation of or constitute a default under any provision of, or
result in the acceleration or termination of or entitle any party to accelerate
or terminate (whether after the giving of notice or lapse of time or both), any
obligation or benefit under, or result in the creation or imposition of any
lien, charge, pledge, security interest, adverse claim or other encumbrance
(collectively, a "Lien") upon any of the assets or properties of Seller or
require consent, authorization or approval of any person or entity pursuant to
any provision of any "Material Contract" (as defined below), "Intellectual
Property Agreement" (as defined below), law, ordinance, regulation, policy,
order or rule (collectively "Laws"), arbitration award, judgment or decree to
which Seller or any of its Subsidiaries is a party or by which it or its assets
or properties are bound and do not and will not violate or conflict with any
other material restriction of any kind or character to which Seller or any of
its Subsidiaries is subject or by which any of its assets or properties may be
bound, and the same does not and will not constitute an event permitting
termination of any Material Contract or Intellectual Property Agreement to
which Seller is a party.  Except as set forth on Schedule 3.4, no such
violation, conflict, default, acceleration, termination, entitlement, creation
or imposition of a Lien, regardless of whether it is described on Schedule 3.4,
shall cause any damage, additional cost or expense (including any payments or
expenses incurred to obtain consents or waivers) to Seller, Purchaser or the
Surviving Corporation.  Except as set forth on Schedule 3.4, Seller believes
that it will be able to obtain (without material additional payment or expense)
all consents and waivers necessary to avoid any such violation, acceleration,
entitlement to accelerate, creation or imposition of a lien, charge, pledge,
security interest or other encumbrance, conflict or event.

         3.5    CONSENTS.  Except as set forth on Schedule 3.5, and except for
the filing of the Certificate of Merger with the Secretary of State of Georgia,
no consent, authorization, clearance, order or approval of, or filing or
registration (collectively, "Authorizations") with, any executive, judicial or
other public authority, agency, department, bureau, division, unit or court or
other public person or entity (collectively, a "Governmental Entity") or any
other third party is required for or in connection with the execution and
delivery of the Seller Delivered Agreements by Seller and the consummation by
Seller of the transactions contemplated thereby.

         3.6    SUBSIDIARIES.  Schedule 3.6 sets forth each Subsidiary of
Seller.  Seller owns, directly or indirectly, all the outstanding capital stock
of each of its Subsidiaries, free and clear of all liens, charges, pledges,
security interests or other encumbrances, and all such capital stock is duly
authorized, validly issued and outstanding, fully paid and nonassessable, and
except as set forth on Schedule 3.6, neither Seller nor any Subsidiary has made
any material investment in, or material advance of cash or other extension of
credit to, any person, corporation or other entity other than its Subsidiaries.
None of such Subsidiaries has any commitment to issue or sell any shares of its
capital stock or any securities or obligations convertible into or exchangeable
for, or giving any person (other than Seller) any right to acquire from such
Subsidiary, any shares of its capital stock, and no such securities or
obligations are outstanding.  Each such Subsidiary is a corporation duly
organized and validly existing in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and authority to own
all of its properties and assets

and to carry on its business as it is now being conducted.  Each Subsidiary is
duly qualified to do business and is in good standing in the jurisdictions
shown on Schedule 3.6, which are all jurisdictions in which each such
Subsidiary owns any real property, has any place of business, or where such
qualification is required.  As used in this Agreement, the term "Subsidiary"
means, with respect to any person, corporation or other entity, any corporation
or other organization, whether incorporated or unincorporated, of which at
least a majority of the securities or interests having by the terms thereof
voting power to elect a majority of the board of directors or others performing
similar functions with respect to such corporation or other organization is at
that time directly or indirectly owned or controlled by such person,
corporation or other entity.

         3.7    FINANCIAL STATEMENTS.  Seller has previously furnished
Purchaser with a true and complete copy of the balance sheets of Seller as of
December 31, 1994 and 1995 and the related statements of income, stockholders'
equity and cash flows for the years then ended, (the "Seller Financial
Statements").  The Seller Financial Statements and the Seller financial
statements for the five (5) month period ending May 31, 1996 (together with the
Seller Financial Statements and the financial statements to be provided
pursuant to Section 6.13, the "Seller Financial Statements") have been prepared
from, and are in accordance with, the books and records of Seller and present
fairly the financial position and results of operations of Seller and its
Subsidiaries taken as a whole as of the dates and for the periods indicated, in
each case in conformity with generally accepted accounting principles,
consistently applied, except as otherwise stated in the Seller Financial
Statements and include all adjustments (consisting only of normal recurring
accruals) that are necessary for the fair presentation of the financial
position of Seller and its Subsidiaries and the results of operations and cash
flows except as otherwise stated in the Seller Financial Statements.  The
accounts receivable, net of allowance for doubtful accounts, of Seller
reflected in the latest Seller Financial Statements, are valid, existing and
fully collectible without resort to legal proceedings.

         3.8    ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed on
Schedule 3.8, since December 31, 1995, there has not been:  (i) any material
adverse change in the assets, liabilities, business, financial condition,
results of operations or prospects of Seller; (ii) any damage, destruction,
loss or casualty to property or assets of Seller, whether or not covered by
insurance, which property or assets are material to the operations or business
of Seller; (iii) any strike, work stoppage or slowdown or other labor trouble
involving Seller; (iv) any declaration, setting aside or payment of any
dividend or distribution (whether in cash, capital stock or property) with
respect to the capital stock of Seller; (v) any redemption or other acquisition
by Seller of any of the capital stock of Seller; (vi) any split, combination,
reclassification or other similar change in the outstanding Seller Common
Stock; (vii) any transaction entered into by Seller other than in the ordinary
course of business; or (viii) any agreement to do any of the foregoing.  Since
December 31, 1995, there has not been any issuance by Seller of any shares, or
options, calls or commitments relating to shares of its capital stock, or any
securities or obligations convertible into or exchangeable for, or giving any
person any right to acquire from it, any shares of its capital stock.

         3.9    GOVERNMENTAL AUTHORIZATION AND COMPLIANCE WITH LAWS.  Except as
disclosed on Schedule 3.9, Seller and its Subsidiaries have been and are in
compliance with all Laws of all Governmental Entities applicable to Seller or
its business, properties or assets.  Seller holds all licenses, permits,
certificates, franchises, registrations, consents, Authorizations or other
rights filed with, granted, issued by, or entered by any Governmental Entity,
including without limitation, any state or local regulatory authorities and any
state or local public service commission or public utility commission asserting
jurisdiction over the radio facilities of Seller (each, a "State Authority"),
that are required for the conduct of its business as now being conducted
(collectively, "Seller Licenses").  The Seller Licenses are set forth on
Schedule 3.9 and are valid, in full force and effect, and the terms of said
Seller Licenses are not subject to any restrictions or conditions that
materially limit or would materially limit the operations of the business of
Seller as presently conducted, other than restrictions or conditions generally
applicable to licenses of that type.  There are no proceedings pending or, to
the best knowledge of Seller, complaints or petitions by others, or threatened
proceedings, before any Governmental Entity relating to the business or
operations of Seller or the Seller Licenses, and there are no facts or
conditions that reasonably could be expected to constitute grounds to revoke,
terminate, suspend, deny, annul, or impose conditions on any renewal of any
Seller Licenses, or materially impair the ability of Seller to consummate the
transactions contemplated hereby or to impose any fines, forfeitures or other
penalties on Seller.  Schedule 3.9 also contains a true and complete list of
all licenses, permits, certificates, franchise registrations, consents,
approvals and Authorizations of Seller pending before or issued by any State
Authority (the "Seller State Certificates").  The Seller State Certificates are
the only such federal, state or local licenses, permits, certificates,
franchise registrations, consents and Authorizations that are required for the
conduct of the business and operations of Seller as currently conducted.

         3.10   ABSENCE OF UNDISCLOSED LIABILITIES.  Except as set forth in the
balance sheet as of May 31, 1996, or on Schedule 3.10, Seller (i) did not have,
as of May 31, 1996, debts, liabilities or obligations, whether accrued,
absolute, contingent or otherwise and whether due or to become due (including
without limitation any uninsured liabilities resulting from failure to comply
with any Laws); (ii) has not incurred since May 31, 1996, any such debts,
liabilities or obligations (other than debts, liabilities or obligations
incurred in the ordinary and usual course of business after May 31, 1996), or
(iii) since May 31, 1996, has not conducted its business otherwise than in the
ordinary and usual course.

         3.11   TAX MATTERS.  All taxes arising under the Code, or any Law
promulgated thereunder, or arising under any federal, state, local or foreign
Law, including, without limitation, any income, profits, employment, sales,
use, occupation, excise, real property, personal property or ad valorem taxes
or any license or franchise fee or tax and all penalties and interest related
thereto (collectively, "Taxes"), due and payable by Seller have been paid or
provided for in the Seller Financial Statements and are not delinquent.  All
Taxes not yet due have been fully accrued on the books of Seller and adequate
reserves have been established therefor.  The charges, accruals and reserves
which have been provided in the Seller Financial Statements in respect of Taxes
for all fiscal periods prior to and ending at May 31, 1996, are sufficient for
the payment of all unpaid

Taxes, whether or not disputed, that are accrued or applicable for the period
ended May 31, 1996, and for all years and periods ended prior thereto.  There
are no pending claims asserted for Taxes against Seller or outstanding
agreements or waivers extending the statutory period of limitation applicable
to any tax return of Seller for any period.  Seller has duly and timely filed
all federal, state, local and foreign tax returns and all other returns
heretofore required to be filed ("Tax Returns") with respect to all Taxes.
Seller has delivered to Purchaser true and correct copies of all Tax Returns
for its 1993, 1994 and 1995 taxable years.  Seller has made all estimated
income tax deposits and all other required Tax payments or deposits and has
complied for all prior periods in all material respects with the Tax
withholding provisions of all applicable federal, state, local and other Laws.

         3.12   TITLE TO PROPERTIES; ADEQUACY.  Seller has good and marketable
title to all properties and assets reflected in the balance sheet dated May 31,
1996 (or acquired after that date), or valid leasehold interests in all
properties and assets not reflected on such balance sheet but used by Seller,
free and clear of any title defects or Liens, except (i) mortgages and Liens
securing debt reflected as liabilities on such balance sheet, (ii) Liens for
current Taxes and assessments not in default, (iii) mechanics', carriers',
workers', repair persons', statutory or common law Liens either not delinquent
or being contested in good faith and (iv) Liens, covenants, rights-of-way,
building or use restrictions, easements, exceptions, variances, reservations
and other matters or limitations of any kind, if any, which do not have an
adverse effect on Seller's use of the property affected.  No person other than
Seller is currently entitled to possession of any of the properties of Seller,
whether owned or leased by Seller.  The real property, buildings, structures
and improvements owned or leased by Seller conform to all applicable Laws,
including zoning regulations, none of which would upon consummation of the
Merger adversely interfere with the use of such properties, buildings,
structures or improvements for the purposes for which they are now utilized.
Seller has not received notice nor has knowledge of (A) any pending or
contemplated condemnation or eminent domain proceeding affecting the properties
owned or leased by Seller, (B) any proposal for increasing the assessed value
of any such properties for state, county, local or other ad valorem Taxes or
(C) any pending or contemplated proceedings or public improvements that would
result in the levy of any special Tax or assessment against any such
properties; and there are no outstanding requirements or recommendations by
Seller's insurance providers requiring or recommending any repairs or work to
be done with reference to any such properties or any basis for such.  The
properties and assets owned or leased by Seller are adequate in all material
respects for the conduct of its business as presently conducted and are in good
repair and operating condition, normal wear and tear excepted.  The properties
and assets owned by Seller constitute all of the property and assets which
Seller uses or may reasonably need in connection with the operation of its
business as presently conducted, and the consummation of the transactions
contemplated by this Agreement will not impair the ability of Purchaser and
SubCorp to use such properties and assets.

         3.13   BANK ACCOUNTS.  Schedule 3.13 lists all bank, money market,
savings and similar accounts and safe deposit boxes of Seller, specifying the
account numbers and the authorized signatories or persons having access to
them.

         3.14   LEASES AND SUBLEASES.  Schedule 3.14 sets forth each lease or
sublease pursuant to which Seller leases or subleases any real or personal
property, either as lessor or lessee, except any lease or sublease of personal
property that (i) can be cancelled by the Seller upon 30 or fewer days' notice
without cost or penalty, acceleration of rentals or exercise of an option to
purchase the leased property or (ii) involves an annual rental of $5,000 or
less, and the leases and subleases disclosed on Schedule 3.14 together with the
leases and subleases not required to be disclosed on Schedule 3.14)) do not
involve payments by or to the Seller of more than $50,000 in the aggregate.
Seller has delivered to Purchaser true and correct copies of all leases and
subleases required to be set forth on Schedule 3.14, and: (A) Seller is not in
default in connection with any lease or sublease to which it is a party or by
which it is bound nor, so far as Seller knows, is there any basis for any claim
or default in any respect under any of the foregoing; and so far as Seller
knows, no other party is in default under any such lease or sublease; (B) no
act or event has occurred which with notice or lapse of time, or both, would
constitute a default under any such lease or sublease and, so far as Seller
knows, there is no basis for such; (C) there is no outstanding notice of
cancellation or termination in connection therewith; and (D) each such lease or
sublease is a valid and binding agreement of the parties thereto which is in
full force and effect in accordance with its terms.

         3.15   MATERIAL CONTRACTS.  Schedule 3.15 contains a correct and
complete list of the following (collectively, the "Material Contracts"):

                (a)   all bonds, debentures, loan agreements, notes, mortgages,
         deeds to secure debt, deeds of trust, reinsurance and other risk
         sharing agreements, indentures or guaranties to which Seller is a
         party or by which Seller or its properties or assets are bound;

                (b)   all leases (whether capital or operating) under which
         Seller is the lessee of real or personal property;

                (c)   all employment agreements of Seller; and

                (d)   all existing contracts and commitments (other than those
         described in subparagraphs (a), (b) or (c) and any "Employee Plans"
         (as defined below to which Seller is a party or by which Seller or its
         properties or assets may be bound involving an annual commitment or
         annual payment by any party thereto of more than $1,000 individually,
         or which have a fixed term extending more than 12 months from the date
         hereof and which involve an annual commitment or annual payment by any
         party thereto of more than $1,000 individually.

True and complete copies of all Material Contracts, including all amendments
thereto, have been made available to Purchaser.  Except as set forth on
Schedule 3.15:  (A) all Material Contracts are in full force and effect and
constitute the valid and binding obligations of the respective parties thereto;
(B) there has not been and there currently is no default under any Material
Contract by

Seller or, to the knowledge of Seller, any other party thereto; (C) no event 
has occurred which (whether with or without notice, lapse of time or the
happening or occurrence of any other event) would constitute a default
thereunder entitling any party to terminate a Material Contract; and (D) the
continuation, validity and effectiveness of all such Material Contracts under
the current terms thereof and the current rights and obligations of Seller
thereunder will in no way be affected, altered or impaired by the consummation
of the Merger.  Except as disclosed on Schedule 3.15, there are no contracts or
options to sell or lease any properties or assets of Seller.

         3.16   LEGAL PROCEEDINGS.  Except as set forth on Schedule 3.16, (i)
there is no claim, action, suit, proceeding or investigation pending or, to the
knowledge of Seller, contemplated or overtly threatened against Seller or any
of its properties or assets (or any of its officers or directors in connection
with the business of Seller) before any arbitrator or Governmental Entity,
domestic or foreign, which in the event of a final adverse determination,
considered individually or in the aggregate with all such other claims,
actions, suits or proceedings, would adversely affect the assets, liabilities,
financial condition, results of operations, business or prospects of Seller, or
which seeks treble damages, seeks damages in connection with any of the
transactions contemplated by this Agreement or seeks to prohibit, restrict or
delay consummation of the Merger or any of the conditions to consummation of
the Merger or to limit in any material manner the right of Purchaser to control
the Surviving Corporation or any aspect of the business of Seller after the
Effective Time, nor is there any judgment, decree, injunction, ruling or order
of any Governmental Entity, arbitrator or any other person outstanding against
Seller having any such effect; and (ii) Seller is a party to or bound by any
judgment, decree, injunction, ruling or order of any Governmental Entity,
arbitrator or any other person against Seller that, when considered
individually or in the aggregate with all such other judgments, decrees,
injunctions, rulings or orders, adversely affects the assets, liabilities,
financial condition, results of operations, business or prospects of Seller.

         3.17   LABOR RELATIONS.  Except as disclosed on Schedule 3.17, Seller
is in compliance with all federal and state Laws respecting employment and
employment practices, terms and conditions of employment, wages and hours, and
is not engaged in any unfair labor or unlawful employment practice.  There is
no unlawful employment practice or discrimination charge pending before the
Equal Employment Opportunity Commission ("EEOC") or any EEOC recognized state
"referral agency."  There is no unfair labor practice charge or complaint
against Seller pending before the National Labor Relations Board ("NLRB").
There is no labor strike, dispute, slowdown or stoppage actually pending or, to
the best knowledge of Seller, threatened against or involving or affecting
Seller and no NLRB representation question exists respecting any of its
employees.  No grievance or arbitration proceeding is pending and no written
claim therefor exists.  There is no collective bargaining agreement that is
binding on Seller.  Except for any Material Contract disclosed pursuant to
Section 3.15, Seller is not a party to or bound by any agreement, arrangement
or understanding with any employee or consultant that cannot be terminated on
notice of ninety (90) or fewer days without liability to Seller or that
entitles the employee or consultant to receive any salary continuation or
severance payment or retain any specified position with Seller.

         3.18   INSIDER INTERESTS.  Except as disclosed on Schedule 3.18, no
affiliate, officer, director or Shareholder of Seller (i) has any agreement
with Seller or any interest in any property, real or personal, tangible or
intangible, including without limitation trade names or trademarks used in or
pertaining to the business of Seller, except for the normal rights as a
stockholder or (ii) has any claim or cause of action against Seller, except for
accrued compensation and benefits, expenses and similar obligations incurred in
the ordinary course of business (including reimbursement of medical expenses
pursuant to Employee Plans) with respect to employees of Seller.

         3.19   INTELLECTUAL PROPERTY.  Except as set forth on Schedule 3.19,
Seller owns all patents, trademarks, service marks, trade names, copyrights or
applications for the foregoing, and all computer programs, firmware and
documentation relating thereto, and trade secrets and other intellectual
properties (collectively, the "Intellectual Property") that are or were used in
the conduct of the business of Seller.  Except as disclosed on Schedule 3.19,
Seller has and has had the unrestricted right to produce, market, license and
sell all of the products and services produced, marketed and licensed by it and
the consummation of the transactions contemplated by this Agreement will not
alter or impair any such rights.  Schedule 3.19 lists all of the Intellectual
Property other than trade secrets, which have been separately disclosed to
Purchaser, and lists all licenses or other agreements (other than licenses of
generally available software programs for personal computers) pursuant to which
Seller has any right to use or enjoy any Intellectual Property that is owned by
others or pursuant to which Seller is under a duty of confidentiality with
respect to any Intellectual Property owned by others (the "Intellectual
Property Agreements").  Except as disclosed on Schedule 3.19, all of the
Intellectual Property is owned free and clear of all assignments, licenses,
sublicenses, and Liens, including claims of employees, former employees or
independent contractors of Seller, and Seller has not received notice that the
use of any of the Intellectual Property in the business of Seller, any of the
products or services of Seller or any products held for future sale or license
by Seller violates or infringes upon the claimed rights of others and there is
no valid basis for such a claim.  As to the Intellectual Property Agreements,
except as set forth on Schedule 3.19, (i) all are in full force and effect;
(ii) Seller is not, nor to the best of the knowledge of Seller or the
Shareholders, is any other party thereto, in default under any Intellectual
Property Agreement; (iii) Seller is not obligated to make any royalty, transfer
or similar payments under any Intellectual Property Agreement, (iv) the rights
of Seller under the Intellectual Property Agreements will not be affected by
the consummation of the transactions provided for herein, and (v) the exercise
by Seller of its respective rights under any Intellectual Property Agreement
will not infringe upon the claimed rights of others.

         3.20   INSURANCE.  Seller maintains the amount and scope of all
insurance policies or contracts providing coverage as summarized on Schedule
3.20.  All such policies or contracts of insurance are of a scope and, in the
opinion of management, in an amount usual and customary for businesses engaged
in the businesses of Seller and are sufficient for compliance with all Laws and
of all agreements to which Seller is a party.  All insurance policies pursuant
to which any such insurance is provided are in full force and effect and no
effective notice of cancellation or

termination of any such insurance policies has been given to Seller by the
carrier of any such policy.  All premiums required to be paid in connection
therewith have been paid in full.

         3.21   EMPLOYEE AND FRINGE BENEFIT PLANS.

                (a)   SCHEDULE OF PLANS.  Schedule 3.21 lists each of the
         following that Seller or any of the Subsidiaries or any ERISA
         Affiliate (as defined below) either maintains, is required to
         contribute to or otherwise participates in (or at any time during the
         preceding seven years maintained, contributed to or otherwise
         participated in) or as to which Seller or any of the Subsidiaries or
         any ERISA Affiliate has any unsatisfied liability or obligation,
         whether accrued, contingent or otherwise:

                      (i)    any employee pension benefit plan
                ("Pension/Profit-Sharing Plan") (as such term is defined in the
                Employee Retirement Income Security Act of 1974, as amended
                ("ERISA")), including any pension, profit-sharing, retirement,
                thrift or stock bonus plan;

                      (ii)   any "multi-employer plan" ("Multi-Employer
                Plan") (as such term is defined in ERISA);

                      (iii)  any employee welfare benefit plan ("Welfare
                Plan") (as such term is defined in ERISA); or

                      (iv)   any other compensation, stock option, restricted
                stock, fringe benefit or retirement plan, program, policy,
                understanding or arrangement of any kind whatsoever, whether
                formal or informal, not included in the foregoing and providing
                for benefits for, or the welfare of, any or all of the current
                or former employees or agents of Seller or any of the
                Subsidiaries or any ERISA Affiliate or their beneficiaries or
                dependents, including any group health, life insurance, retiree
                medical, bonus, incentive or severance arrangement, and all
                outstanding stock options, restricted shares, phantom stock
                awards, stock appreciation rights, performance share unit
                awards or cash or other similar incentive awards thereunder;

         (all of the foregoing in items (i), (ii), (iii) and (iv) being 
         referred to as "Employee Plans").  "ERISA Affiliate" means each 
         trade or business (whether or not incorporated) which together with 
         Seller or any of the Subsidiaries is treated as a single employer
         pursuant to Code Section 414(b), (c), (m) or (o).  Seller has
         delivered to Purchaser (and Schedule 3.21 lists each item delivered)
         copies of the following: (1) each written Employee Plan, as amended
         (including either the original plan or the most recent restatement and
         all subsequent amendments); (2) the most recent Internal Revenue
         Service ("IRS") determination letter issued with respect to each
         Pension/Profit-Sharing Plan; (3) the latest actuarial valuation (if
         any) for each Pension/Profit-Sharing Plan; (4) the three most recent
         annual reports on the Form 5500 series; (5) each trust agreement,
         insurance contract or

         document setting forth any other funding arrangement, if any, with
         respect to each Employee Plan; (6) the most recent ERISA summary plan
         description or other summary of plan provisions distributed to
         participants or beneficiaries for each Employee Plan; (7) each opinion
         or ruling from the IRS, the Department of Labor or the Pension Benefit
         Guaranty Corporation ("PBGC") concerning any Employee Plan; and (8)
         each Registration Statement, amendment thereto and prospectus relating
         thereto filed with the Securities and Exchange Commission (the "SEC")
         or furnished to participants in connection with any Employee Plan.

                (b)   QUALIFICATION.  Except as set forth on Schedule 3.21 each
         Pension/Profit-Sharing Plan:  (i) has received a favorable
         determination letter from the IRS to the effect that it is qualified
         under Code Sections 401(a) and 501, both as to the original plan and
         all restatements or material amendments; (ii) has never been subject
         to any assertion by any Governmental Entity that it is not so
         qualified; and (iii) has been operated so that it has always been so
         qualified.

                (c)   ACCRUALS; FUNDING.

                      (i)    Pension/Profit-Sharing Plans.  None of the
                Employee Plans is a Pension/Profit-Sharing Plan subject to
                ERISA Title IV (including those for retired, terminated or
                other former employees and agents).

                      (ii)   Other Plans.  Schedule 3.21 fully and accurately
                sets forth any funding liability under each Employee Plan not
                subject to ERISA Title IV, whether insured or otherwise,
                specifically setting forth any liabilities under any retiree
                medical arrangement and specifically designating any insured
                plan which provides for retroactive premium or other
                adjustments.  The levels of insurance reserves and accrued
                liabilities with regard to each such Employee Plan are
                reasonable and are sufficient to provide for all incurred but
                unreported claims and any retroactive premium adjustments.

                      (iii)  Contributions.  Except as set forth on Schedule
                3.21:  (1) Each of Seller and the Subsidiaries and each ERISA
                Affiliate have made full and timely payment of all amounts
                required to be contributed under the terms of each Employee
                Plan and applicable Law, or required to be paid as expenses
                under such Employee Plan, including PBGC premiums and amounts
                required to be contributed under Code Section 412; (2) all
                contributions have been made in accordance with the actuarial
                recommendations; and (3) no excise taxes are assessable as a
                result of any nondeductible or other contributions made or not
                made to an Employee Plan.

                (d)   REPORTING AND DISCLOSURE.  Summary plan descriptions and
         all other returns, reports, registration statements, prospectuses,
         documents, statements and communications which are required to have
         been filed, published or disseminated under ERISA or other

         Law and the rules and regulations promulgated by the Department of
         Labor under ERISA and the Treasury Department or by the SEC with
         respect to the Employee Plans have been so filed, published or
         disseminated.

                (e)   PROHIBITED TRANSACTIONS; TERMINATIONS; OTHER REPORTABLE
         EVENTS.  Except as set forth on Schedule 3.21:

                      (i)    neither Seller, any Subsidiary, any ERISA
                Affiliate, any Employee Plan, any trust or arrangement created
                under any of them, nor any trustee, fiduciary, custodian,
                administrator or any person or entity holding or controlling
                assets of any of the Employee Plans has engaged in any
                "prohibited transaction" (as such term is defined in ERISA or
                the Code) for which there is no exception which could subject
                any of the foregoing persons or entities, or any person or
                entity dealing with them, to any tax, penalty or other cost or
                liability of any kind; and

                      (ii)   no termination, whether partial or complete, has
                occurred with respect to any Employee Plan.

                (f)   CLAIMS FOR BENEFITS.  Other than claims for benefits
         arising in the ordinary course of the administration and operation of
         the Employee Plans, no claims, investigations or arbitrations are
         pending or threatened against any Employee Plan or against Seller, any
         Subsidiary any ERISA Affiliate, any trust or arrangement created under
         or as part of any Employee Plan, any trustee, fiduciary, custodian,
         administrator or other person or entity holding or controlling assets
         of any Employee Plan, and no basis to anticipate any such claim or
         claims exists.

                (g)   OTHER.  Each of Seller, each Subsidiary and all ERISA
         Affiliates have fully complied with all of their obligations under
         each of the Employee Plans and with all provisions of ERISA and any
         and all other Laws applicable to the Employee Plans.  No written
         notice has been received by Seller or any Subsidiary of any claim by
         any participant in the Employee Plans of any violations of such Laws,
         and to the best knowledge of Seller, no such claims are pending or
         threatened.

                (h)   CREATION OF OBLIGATIONS BY REASON OF MERGER.  Except as
         set forth on Schedule 3.21, the execution and delivery of this
         Agreement and the consummation of the transactions contemplated by
         this Agreement will not constitute an event under any Employee Plan
         that will or may result in any payment (whether of severance pay or
         otherwise), acceleration, forgiveness of indebtedness, vesting,
         distribution, increase in benefits or obligation to fund benefits with
         respect to any employee, including any obligation to make a payment
         that would be nondeductible under Code Section 280G or any other Code
         provision.

                      (i)    NO MULTI-EMPLOYER PLANS.  Except as set forth on
                Schedule 3.21, none of the Employee Plans is a Multi-Employer
                Plan, and neither Seller, any Subsidiary nor any ERISA
                Affiliate has any liability, joint or otherwise, for any
                withdrawal liability (potential, contingent or otherwise) under
                ERISA Title IV for a complete or partial withdrawal from any
                Multi-Employer Plan.

         3.22   MAJOR CUSTOMERS.  Schedule 3.22 sets forth (i) the name of each
customer of Seller or any Subsidiary which during the year ended December 31,
1995 generated revenue of $10,000 or more, (ii) the name of each customer of
Seller or any Subsidiary which during the three months ended March 31, 1996,
generated annualized revenue of $10,000 or more and (iii) the name of each
customer of Seller or any Subsidiary which during the year ended December 31,
1995, or during the three months ended March 31, 1996, generated revenue or
annualized revenue, respectively, of $10,000 or more and as to which Seller has
received a termination notice or otherwise has a reasonable basis to believe
that such customer will terminate its relationship with Seller on or before
December 31, 1996.  The revenues generated during the year ended December 31,
1995 or the annualized revenues generated during the three months ended March
31, 1996, under contracts providing for recurring revenues with Seller or any
Subsidiary with respect to which Seller has received a termination notice (or
has been informed that such notice is forthcoming) since December 31, 1995 or
March 31, 1996, as the case may be, did not exceed the estimated revenues to be
received during the year ending December 31, 1996 under new contracts providing
for recurring revenues with customers of Seller or any Subsidiary commencing in
1996.

         3.23   ENVIRONMENTAL MATTERS.  Except as set forth on Schedule 3.23:

                (a)  Seller and its Subsidiaries each has obtained all
         Authorizations, kept all records and made all filings required by
         applicable Environmental Laws (as defined below) with respect to
         emissions or discharges into the environment and the proper disposal
         of any hazardous wastes, hazardous substances, or other hazardous or
         toxic materials as defined in the Environmental Laws.  None of the
         properties occupied or used by Seller and its Subsidiaries has been
         contaminated with any such hazardous wastes, hazardous substances, or
         other hazardous or toxic materials.  The Company has conducted its
         operations and will consummate the transactions contemplated by this
         Agreement in compliance with all Environmental Laws and all
         Authorizations obtained pursuant thereto.

                (b)  Neither Seller nor its Subsidiaries has received any
         notice from the United States Environmental Protection Agency that it
         is a potentially responsible party under the Comprehensive
         Environmental Response, Compensation and Liability Act ("Superfund
         Notice"), any citation from any Governmental Entity for noncompliance
         with its requirements with respect to air, water or environmental
         pollution, or the improper storage, use or discharge of any hazardous
         waste, other waste or other substance or material pertaining to its
         business ("Citations") or any written notice from any private party
         alleging any such noncompliance or impropriety; and there are no
         pending or

         unresolved Superfund Notices, Citations or written notices from
         private parties alleging any such noncompliance or impropriety.

                (c)  The term "Environmental Laws" shall mean all Laws relating
         to pollution or protection of the environment.

         3.24   CORPORATE RECORDS.  The corporate record books (including the
share records) of Seller are complete, accurate and up to date with all
necessary signatures and set forth all meetings and actions taken by the
shareholders and directors of Seller and all transactions involving the shares
of Seller (and contain all cancelled share certificates).

         3.25   ACCURACY OF SCHEDULES, CERTIFICATES AND DOCUMENTS.  All
information concerning Seller and the Subsidiaries contained in this Agreement,
in any certificate furnished to Purchaser pursuant hereto and in each schedule
hereto is both complete (in that, except as otherwise stated therein, it
represents all the information called for and does not omit to state any
material fact necessary to make the statements contained therein not
misleading) and accurate in all material respects; and all documents furnished
to Purchaser pursuant to this Agreement as being documents described in this
Agreement or in any schedule attached hereto are true and correct copies of the
documents which they purport to represent.

         3.26   BROKERS, FINDERS AND INVESTMENT BANKERS.  Neither Seller nor
any of its officers, directors or employees have employed any broker, finder or
investment banker or incurred any liability for any investment banking fees,
financial advisory fees, brokerage fees or finders' or similar fees in
connection with the transactions contemplated by this Agreement.

                                   ARTICLE 4

                 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

         Each of the Shareholders severally represents and warrants to
Purchaser and SubCorp with respect to himself and his ownership of Seller
Common Stock as follows:

         4.1    OWNERSHIP OF SHARES.  Such Shareholder owns of record and
beneficially the number of shares of Seller Common Stock set opposite the name
of such Shareholder on Schedule 4.1.  Such Shareholder owns all right, title
and interest in and to such shares, free and clear of all Liens (including
those for federal or state estate or inheritance taxes), options, rights of
refusal or similar rights or other transfer restrictions of any nature
whatsoever (including any arising from any pending or threatened litigation)
other than restrictions on transfers arising out of applicable federal and
state securities Laws.  Except as set forth on Schedule 4.1, such Shareholder
owns no other security of Seller.

        4.2   AUTHORIZATION.  With respect to this Agreement and any other
agreements, instruments and documents executed and delivered by such
Shareholder pursuant to this Agreement (this Agreement and such other
agreements, instruments and documents, are collectively referred to as the
"Shareholder Delivered Agreements"): (i) such Shareholder has the right, power
and authority to enter into the Shareholder Delivered Agreements executed and
delivered by him and to consummate the transactions contemplated by, and
otherwise to comply with and perform his obligations under, them; and (ii) the
Shareholder Delivered Agreements will, when delivered, constitute valid and
binding obligations of such Shareholder enforceable against such Shareholder in
accordance with their terms.

         4.3    ABSENCE OF VIOLATIONS OR CONFLICTS.  The execution and delivery
of the Shareholder Delivered Agreements and the consummation by such
Shareholder of the transactions contemplated by, or other compliance with the
performance under, them do not and will not with the passing of time or giving
of notice or both:  (i) constitute a violation of, be in conflict with,
constitute a default or require any payment under, permit a termination of, or
result in the creation or imposition of any Lien upon any assets of Seller
under (A) any contract, agreement, commitment, undertaking or understanding
(including rights of refusal or similar rights or other transfer restrictions)
to which such Shareholder is a party or to which he or his properties are
subject or bound, (B) any judgment, decree or order of any Governmental Entity
to which such Shareholder or his properties are subject or bound, or (C) any
applicable Laws; or (ii) create, or cause the acceleration of the maturity of,
any debt, obligation or liability of such Shareholder that would result in any
Lien or other claim upon the assets of Seller.

         4.4    NO CONSENTS REQUIRED.  Except as set forth on Schedule 4.4, no
Authorization of or with any Governmental Entity or any other Authorization of
or with any other third party, on the part of such Shareholder is required in
connection with his execution or delivery of the Shareholder Delivered
Agreements or the consummation of the transactions contemplated by, or other
compliance with the performance under, such Shareholder Delivered Agreements by
such Shareholder.

         4.5    NO CLAIMS AGAINST SELLER.  Except as set forth on Schedule 4.5,
such Shareholder has no claim against Seller, except for accrued compensation
and benefits and expenses or similar obligations incurred in the ordinary
course of business (including reimbursement of medical expenses pursuant to the
Employee Plans disclosed pursuant to this Agreement) with respect to
Shareholders who are employees of Seller, and except as otherwise specifically
provided in this Agreement.

         4.6    LITIGATION RELATED TO THIS AGREEMENT.  Such Shareholder is not
a party to, or subject to any judgment, decree or order entered in, any lawsuit
or proceeding brought by any Governmental Entity or other third party seeking
to prevent the execution of this Agreement or the consummation of the
transactions contemplated hereby.

         4.7    CONTINUITY OF STOCK OWNERSHIP.  Such Shareholder does not have,
and to the best of the knowledge of such Shareholder, none of the other
Shareholders has, any plan or intention

to sell, exchange, or otherwise dispose of a number of shares of Purchaser
Common Stock received in the Merger that would reduce the ownership of
Purchaser Common Stock by the former holders of Seller Common Stock to a number
of Purchaser Common Stock having a value, as of the Effective Time, of less
than 50 percent of the value of all the formerly outstanding Seller Common
Stock as of the Effective Time or to effect any other transaction which would
adversely affect the status of the Merger as a tax-free reorganization under
the Code.  For purposes of this Section 4.7, Seller Common Stock exchanged for
cash in lieu of fractional shares of Purchaser Common Stock will be treated as
outstanding as of the Effective Time.

         4.8    INVESTMENT INTENT.  Such Shareholder will acquire the Purchaser
Common Stock, for his own account, to hold for investment, and with no present
intention of dividing his participation with others or reselling or otherwise
participating, directly or indirectly, in a distribution of the Purchaser
Common Stock, and he will not make any sale, transfer, or other disposition of
the Purchaser Common Stock in violation of the Securities Act or any applicable
state securities laws (the "State Acts").  Such Shareholder agrees that there
will be placed on the certificate for his Purchaser Common Stock, or any
substitutions for it, a legend stating in substance:

                             THE SHARES EVIDENCED HEREBY HAVE NOT BEEN
                      REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED
                      (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS IN
                      RELIANCE ON ONE OR MORE EXEMPTIONS THEREUNDER AND MAY NOT
                      BE SOLD OR TRANSFERRED EXCEPT IN TRANSACTIONS EXEMPT FROM
                      REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                      STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
                      REGISTRATION STATEMENT THEREUNDER.

         4.9    ACCESS TO INFORMATION.  Such Shareholder has been given access
to all material and relevant information concerning Purchaser, thereby enabling
such Shareholder to make an informed investment decision concerning the
Purchaser Common Stock.  Such Shareholder has relied solely upon an independent
investigation made by him and his representatives, if any, and has, prior to
the date hereof, been given access to and the opportunity to examine data and
information relating to Purchaser.  In making his investment decision to
acquire the Purchaser Common Stock pursuant to this Agreement, such Shareholder
is not relying on any oral or written representations or assurances from
Purchaser or any other person or any representative of Purchaser or any other
person other than as set forth in this Agreement.  Without limiting the
foregoing, such Shareholder has reviewed Purchaser's Registration Statement on
Form S-1, effective February 26, 1996 (the "S-1"), and Purchaser's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996 (the "10-Q").  Such
Shareholder is an "accredited investor" as defined in Rule 501 of Regulation D
under the Securities Act.

        4.10   ECONOMIC RISK.  Such Shareholder represents that he is able to
bear the economic risk of an investment in the Purchaser Common Stock, which
such Shareholder acknowledges is currently illiquid and may remain illiquid
indefinitely, including a possible total loss of his investment.  In making
this statement, such Shareholder hereby represents and warrants to Purchaser
that he has adequate means of providing for his current needs and
contingencies; he is able to afford to hold the Purchaser Common Stock for an
indefinite period and he further represents that he has such knowledge and
experience in financial and business matters that the he is capable of
evaluating the merits and risks of the investment in the Purchaser Common
Stock.  Further, such Shareholder represents that he has no present need for
liquidity in the Purchaser Common Stock and is willing to accept such
investment risks.

         4.11   TAX ADVICE.  Such Shareholder has reviewed with his tax advisor
the U.S. federal, state, local and foreign tax consequences of an investment in
the Purchaser Common Stock and the transactions contemplated by this Agreement.
Such Shareholder is relying solely on such advisors and not on any statements
or representations of Purchaser or any of its agents and understands that he
(and not Purchaser) shall be responsible for his own tax liability that may
arise as a result of this investment or the transactions contemplated by this
Agreement.

                                   ARTICLE 5

            REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUBCORP

         Purchaser represents and warrants to, Seller as follows and, as to
matters regarding SubCorp, SubCorp represents and warrants to Seller as
follows:

         5.1    ORGANIZATION AND QUALIFICATION.  Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the corporate power and authority to own all its
properties and assets and to carry on its business as it is now being
conducted.  SubCorp is a corporation duly organized, validly existing and in
good standing under the laws of the State of Georgia and has the corporate
power and authority to own all of its properties and assets and to carry on its
business as it is now being conducted.  The copies of Purchaser's Certificate
of Incorporation and Bylaws and SubCorp's Articles of Incorporation and Bylaws,
in each case, as amended to date, which have been delivered to Seller, are
complete and correct, and such instruments, as so amended, are in full force
and effect.

         5.2    CAPITALIZATION.  The authorized capital stock of Purchaser
consists of 70,000,000 shares of Purchaser Common Stock and 5,000,000 shares of
$.01 par value preferred stock (the "Purchaser Preferred Stock").  As of March
31, 1996, 14,416,776 shares of Purchaser Common Stock were validly issued and
outstanding, fully paid and non-assessable, and no shares of Purchaser Common
Stock were held in the treasury of Purchaser.  No Purchaser Preferred Stock is
issued or outstanding or held in the treasury of Purchaser.  The authorized
capital stock of SubCorp consists of 1,000 shares of common stock, no par
value, of which 100 shares are validly

issued and outstanding, fully paid and non-assessable.  Purchaser owns all of
the outstanding shares of SubCorp, and no shares of SubCorp are held in its
treasury.

         5.3    AUTHORITY.  Each of Purchaser and SubCorp has the corporate
power and authority to execute and deliver this Agreement and any other
agreements, instruments and documents executed and delivered by Purchaser and
SubCorp pursuant to this Agreement (this Agreement and such other agreements,
instruments and documents are collectively referred to as the "Purchaser
Delivered Agreements") and to consummate the transactions contemplated on the
part of Purchaser and SubCorp thereby.  The execution and delivery by each of
Purchaser and SubCorp of the Purchaser Delivered Agreements and the
consummation by each of Purchaser and SubCorp of the transactions contemplated
on its part thereby have been duly authorized by its Board of Directors.  No
other corporate action on the part of Purchaser or SubCorp is necessary to
authorize the execution and delivery of the Purchaser Delivered Agreements by
Purchaser or SubCorp or the consummation by Purchaser or SubCorp of the
transactions contemplated thereby.  The Purchaser Delivered Agreements have
been duly executed and delivered by Purchaser and SubCorp and each is a valid
and binding obligation of Purchaser and SubCorp enforceable in accordance with
its terms.

         5.4    NON-CONTRAVENTION.  The execution and delivery of the Purchaser
Delivered Agreements by Purchaser and SubCorp do not and the consummation by
Purchaser and SubCorp of the transactions contemplated thereby does not and
will not (i) violate or conflict with any provision of the Certificate or
Articles of Incorporation or Bylaws of Purchaser or SubCorp or (ii) violate or
conflict with, or result (with the giving of notice or the lapse of time or
both) in a violation of or constitute a default under, any provision of, or
result in the acceleration or termination of or entitle any party to accelerate
or terminate (whether after the giving of notice or lapse of time or both) any
obligation or benefit under, or result in the creation or imposition of any
lien, charge, pledge, security interest or other encumbrance upon any of the
assets or property of Purchaser or SubCorp pursuant to any provision of, any
contract, agreement, commitment, undertaking, arrangement or understanding to
which Purchaser or any of its Subsidiaries is a party or bound or to which any
of their assets or properties are subject that is required to be disclosed in
response to Items 601(b)(4) and 601(b)(10) of Regulation S-K promulgated under
the Securities Act (a "Purchaser Material Contract"), Law, order, arbitration
award, judgment or decree to which Purchaser or SubCorp is a party or by which
either of them or their respective assets or properties is bound, and the same
does not and will not constitute an event permitting termination of any
Purchaser Material Contract.

         5.5    CONSENTS.  Except for any required filings with the SEC under
Regulation D or any state securities commissions, the filing of the Certificate
of Merger with the Secretary of State of Georgia and as reflected on Schedule
5.5), no Authorization of any Governmental Entity is required for or in
connection with the execution and delivery of the Purchaser Delivered
Agreements by Purchaser or SubCorp and the consummation by Purchaser and
SubCorp of the transactions contemplated thereby, if the failure to make such
filing or registration or to obtain such consent, authorization order or 
approval would have a material and adverse affect on the 

ability of Purchaser and SubCorp to consummate the transactions contemplated 
by the Purchaser Delivered Agreements.

         5.6    PERIODIC REPORTS.  The S-1 and the 10-Q did not, as of their
respective dates, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

         5.7    ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since March 31, 1996,
there has not been any material adverse change in the business, financial
condition, results of operations or prospects of Purchaser and its
Subsidiaries, taken as a whole.

         5.8    ACTIVITIES OF SUBCORP.  Except for obligations or liabilities
incurred in connection with its incorporation or organization or the
negotiation and consummation of this Agreement and the transactions
contemplated hereby, SubCorp has neither incurred any obligations or
liabilities nor engaged in any business or activities of any type or kind
whatsoever or entered into any agreements or arrangements with any person.

                                   ARTICLE 6

                      ADDITIONAL COVENANTS AND AGREEMENTS

         6.1    CONDUCT OF BUSINESS PENDING THE EFFECTIVE TIME.  During the
period from the date hereof to the Effective Time (except as required by Law,
as set forth on Schedule 6.1 and for the transactions contemplated by this
Agreement):

                (a)   OPERATION BY SELLER IN THE ORDINARY COURSE OF BUSINESS.
         Seller shall conduct its operations according to its ordinary and
         usual course of business in substantially the same manner as
         heretofore conducted and use its reasonable best efforts to preserve
         intact its business organization, to keep available the services of
         its officers and employees, suppliers, distributors, customers and
         others having business relationships with it.  Seller shall prepare
         and file all federal, state, local and foreign returns for Taxes and
         other Tax reports, filings and amendments thereto required to be filed
         by it, and allow Purchaser, at its request, to review all such
         returns, reports, filings and amendments at Seller's offices prior to
         the filing thereof, which review shall not interfere with the timely
         filing of such returns.

                (b)   FORBEARANCES BY SELLER.  Seller shall not without the
         prior written consent of Purchaser, which consent shall not be
         unreasonably withheld:

                      (i)    except as otherwise permitted pursuant to clause
                (vi) below, incur any debt, liability or obligation, direct or
                indirect, whether accrued, absolute, contingent or otherwise,
                other than current liabilities incurred in the ordinary and
                usual course

                of business, or pay any debt, liability or obligation
                of any kind other than such current liabilities and current
                maturities of existing long-term debt (including interest when
                due) in each case only in accordance with the terms of the
                document creating and evidencing such debt, or fail to pay any
                debt when due or take or fail to take any action, the taking of
                which, or the failure to take of which, would permit any debt
                to be accelerated;

                         (ii)       assume, guarantee, endorse or otherwise
                become responsible for the obligations of any other individual,
                firm or corporation or make any loans or advances to any
                individual, firm or corporation;

                        (iii)       declare, set aside or pay any dividend
                (whether in cash, capital stock or property) with respect to
                its capital stock or declare or make any distribution on,
                redeem, or purchase or otherwise acquire any Seller Common
                Stock, or split, combine or otherwise similarly change the
                outstanding Seller Common Stock, or authorize the creation or
                issuance of or issue or sell any shares of its capital stock or
                any securities or obligations convertible into or exchangeable
                for, or giving any person any right to acquire from it, any
                shares of its capital stock, or agree to take any such action.

                         (iv)       mortgage, pledge or otherwise encumber any
                property or asset, except in the ordinary and usual course of
                business;

                          (v)       sell, lease, transfer or dispose of any of
                its properties or assets, waive or release any rights or
                cancel, compromise, release or assign any indebtedness owed to
                it or any claims held by it, except in the ordinary and usual
                course of business but in no event shall any such sale, lease,
                transfer, disposition, waiver, release, cancellation,
                compromise or assignment exceed $5,000;

                         (vi)       make any investment of a capital nature
                either by purchase of stock or securities, contributions to
                capital, property transfers or otherwise, or by the purchase of
                any property or assets of any other individual, firm or
                corporation, except in the ordinary and usual course of
                business but in no event greater than $5,000;

                        (vii)       fail to perform in all material respects
                its obligations under Material Contracts (except those being
                contested in good faith) or enter into, assume or amend any
                contract or commitment that would be a Material Contract other
                than contracts to provide services entered into in the ordinary
                and usual course of business;

                       (viii)       except for regularly scheduled increases in
                accordance, both as to timing and amount, with normal prior
                practice, increase in any manner the compensation or fringe
                benefits of any of its officers or employees or pay or agree

         to pay any pension or retirement allowance not required by any
         existing plan or agreement to any such officers or employees, or
         commit itself to or enter into any employment agreement or any
         incentive compensation, deferred compensation, profit sharing, stock
         option, stock purchase, savings, consulting, retirement, pension or
         other "fringe benefit" plan, award or arrangement with or for the
         benefit of any officer, employee or other person;

                  (ix)       permit any insurance policy naming it as a
         beneficiary or a loss payable payee to be cancelled or terminated or 
         any of the coverage thereunder to lapse, unless Seller makes 
         reasonable efforts to obtain simultaneously with such termination or 
         cancellation replacement policies providing substantially the same 
         coverage on commercially reasonable terms and, if so available, such 
         policies are in full force and effect;

                  (x)        amend its Articles of Incorporation or Bylaws;

                  (xi)       enter into any union, collective bargaining or 
         similar agreement; or

                  (xii)      enter into an agreement to take any of the actions
         described in clauses (i) through (xi).

In connection with the continued operation of the business of Seller between
the date of this Agreement and the Effective Time, Seller shall confer in good
faith on a regular basis with one or more representatives of Purchaser
designated in writing to receive reports on operational matters of materiality
and the general status of ongoing operations.  Seller acknowledges that
Purchaser does not thereby waive any rights it may have under this Agreement as
a result of this covenant to engage in consultations nor shall Purchaser be
responsible for any decisions made by Seller's officers and directors with
respect to matters which are the subject of such consultation.

         6.2    BEST EFFORTS; FURTHER ASSURANCES; COOPERATION.  Subject to the
other provisions in this Agreement, the parties hereto shall in good faith
perform their obligations under this Agreement and shall each use their
reasonable best efforts to do, or cause to be done, all things necessary,
proper or advisable under applicable Law to obtain all Authorizations and
orders and satisfy all conditions to the obligations of the parties under this
Agreement and to cause the Merger and the other transactions contemplated by
this Agreement to be carried out promptly in accordance with the terms hereof
and shall cooperate fully with each other and their respective officers,
directors, employees, agents, counsel, accountants and other designees in
connection with any steps required to be taken as part of their respective
obligations under this Agreement.  Upon the execution of this Agreement and
thereafter, each party shall take such actions and execute and deliver such
documents as may be reasonably requested by the other parties hereto in order
to consummate more effectively the transactions contemplated by this Agreement.

         6.3    INVESTIGATION; CONFIDENTIALITY.

                (a)   Purchaser may, prior to the Effective Time, make or cause
         to be made, such investigation of the business and properties of
         Seller and its financial and legal condition as Purchaser deems
         necessary or advisable to familiarize itself therewith, provided that
         such investigations shall not unreasonably interfere with normal
         operations of Seller.  Seller agrees to permit Purchaser and its
         authorized representatives to have or cause them to be permitted to
         have, after the date hereof, full access to the premises, books and
         records of Seller at reasonable hours, and the officers of Seller will
         furnish Purchaser with such financial and operating data and other
         information with respect to Seller's businesses and properties as
         Purchaser shall from time to time reasonably request. Seller will
         request its auditing firm to permit Purchaser and its representatives,
         including its auditing firm, to review the work papers of the auditing
         firm of Seller relating to their examination of the Seller Audited
         Financial Statements. No investigation by Purchaser heretofore or
         hereafter made shall affect the representations and warranties of
         Seller, and each such representation and warranty shall survive any
         such investigation, subject to Article 10.

                (b)   Except as contemplated by this Agreement or as necessary
         to carry out the transactions contemplated hereby, all information or
         documents furnished to Purchaser shall be kept confidential by
         Purchaser (and Purchaser shall cause its agents and representatives to
         maintain the confidentiality of such documents) and in the event such
         transactions are not consummated, Purchaser shall return to Seller all
         information furnished hereunder and shall not thereafter use the same
         for any purpose until such time as such information becomes publicly
         available from sources other than parties to this Agreement, except to
         the extent (i) it was known by Purchaser prior to being received, (ii)
         it is or thereafter becomes lawfully obtainable from other sources,
         (iii) Purchaser is legally required to disclose the same to any
         Governmental Entity having jurisdiction over Purchaser or as otherwise
         may be required by applicable law, or (iv) such duty of
         confidentiality is waived by Seller.

         6.4    SHAREHOLDERS' MEETING.  As soon as practicable after the date
of this Agreement, Seller shall duly and properly call a special meeting of its
Shareholders for the purpose of approving this Agreement, the Merger, and all
other matters necessary to consummate the transactions contemplated hereby, and
shall submit all of the foregoing to its Shareholders for such approval as soon
as reasonably practicable and shall use its best efforts to obtain such
approval.  The Shareholders agree to vote all of their shares of Seller Common
Stock in favor of approving this Agreement, the Merger and all such other
matters.  The Shareholders may effect such approval by unanimous written
consent in lieu of a shareholders' meeting at any time after they have had a
reasonable time within which to review the Offering Memorandum and Proxy
Statement prepared in connection therewith.

         6.5    OFFERING MEMORANDUM AND PROXY STATEMENT.  As soon as
practicable after the date of this Agreement, Seller shall deliver copies of an
Offering Memorandum and Proxy Statement to its Shareholders that shall be in
compliance with applicable Law and shall be subject to prior

review and approval of Purchaser, which shall inform Seller of any
misstatements or omissions of which it has knowledge.  The Shareholders shall
be responsible for the accuracy of the information supplied by Seller or the
Shareholders for inclusion therein, and Purchaser shall be responsible for the
accuracy of the information supplied by Purchaser for inclusion therein.

         6.6    EXPENSES.  Except as otherwise provided in this Agreement,
whether or not the Merger is consummated, all costs and expenses (including any
brokerage commissions or any finder's or investment banker's fees and including
attorney's and accountants' fees) incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such expenses.

         6.7    NO SOLICITATION OF TRANSACTIONS.   Prior to the termination and
abandonment of this Agreement, neither the Seller nor any Shareholder will, or
will direct their Affiliates, officers, directors, and representatives to:  (i)
solicit, initiate or encourage submission of proposals or offers from any
person other than Purchaser relating to any acquisition or purchase of all or a
material part of the stock or assets of, or any merger, consolidation, share
exchange or business combination with, or any recapitalization, restructuring
or issuance or offering of debt or equity securities of, Seller (an
"Acquisition Proposal"); or (ii) participate in any discussions or negotiations
regarding, or furnish to any person other than Purchaser and its
representatives, any information with respect to, or otherwise cooperate in any
way or assist, facilitate or encourage, any Acquisition Proposal by any person
other than Purchaser.  Seller and the Shareholders will immediately cease and
cause to be terminated any existing activity, discussions or negotiations with
any person other than Purchaser and its representatives conducted prior to the
execution and delivery of this Agreement with respect to any Acquisition
Proposal.  If, notwithstanding the foregoing, Seller, the Shareholders or any
of their Affiliates or representatives should receive any Acquisition Proposal
or any inquiry regarding any such proposal from a third party, the person or
entity receiving such a proposal shall promptly inform Purchaser.

         6.8    SHARE TRANSFER RESTRICTIONS.   In addition to restrictions on
transfer imposed by the Securities Act and the State Acts, no Shareholder shall
transfer any Purchaser Common Stock received by him in the Merger for six
months after the Effective Time.  From the period beginning six months after
the Effective Time and ending one year after the Effective Time, no Shareholder
shall transfer more than twenty-five percent of such Purchaser Common Stock;
provided, however, that at any time, the Shareholders may margin such Purchaser
Common Stock in their brokerage account.

         6.9    NASDAQ LISTING.  Prior to the Effective Time, Purchaser shall
cause the shares of Purchaser Common Stock to be issued in connection with the
Merger to be authorized for listing on Nasdaq, upon official notice of
issuance.

         6.10   PUBLIC ANNOUNCEMENTS.  The timing and content of all public
announcements regarding any aspect of this Agreement or the Merger to the
financial community, Governmental Entities, employees or the general public
shall be mutually agreed upon in advance unless Purchaser or Seller is advised
by counsel that any such announcement or other disclosure not

mutually agreed upon in advance is required to be made by Law or applicable
Nasdaq rules and then only after making a reasonable attempt to comply with
provisions of this Section 6.10.

         6.11   EMPLOYEE MATTERS.

                (a)   EMPLOYEE BENEFITS AND AGREEMENTS.  Subject to the
         transition provisions of subsection (b) of this Section 6.11,
         Purchaser shall take all action necessary or appropriate to permit the
         employees of Seller at the Effective Time ("Continuing Employees") to
         participate after the Effective Time in Purchaser's employee benefit
         programs and to cause the Surviving Corporation to take all actions
         necessary or appropriate to adopt Purchaser's employee benefit
         programs effective as of the Effective Time.  Purchaser will cause the
         Surviving Corporation to give each Continuing Employee full credit for
         service with Seller for purposes of eligibility to participate in,
         vesting and payment of benefits under, and eligibility for any
         subsidized benefit provided under (but not, except as provided in the
         preceding sentence, for purposes of determining the amount of any
         benefit under), any Purchaser employee benefit plan; provided, 
         however, that nothing in this Agreement shall be deemed to require 
         Purchaser to cause to be continued any employee's employment, 
         responsibilities or officer title for any definite period.

                (b)   TRANSITION.  After the Effective Time, Purchaser shall
         have a reasonable period not to exceed one year (the "Review Period")
         in which to review all of the Employee Plans for compatibility and
         consistency with Purchaser's employee benefit programs. During the
         Review Period, Purchaser may determine to continue in effect any one
         or more of the Employee Plans, amend or modify any one or more of the
         Employee Plans, merge one or more of the Employee Plans into a
         comparable Purchaser employee benefit plan adopted by the Surviving
         Corporation or terminate any one or more of the Employee Plans in its
         or their entirety.  Any such amendment, modification or termination
         shall not deprive any Continuing Employee of any benefit in which such
         Continuing Employee has become entitled to prior to the Effective
         Time.  If the Surviving Corporation is continuing in effect any of the
         Employee Plans during the Review Period, then (i) neither it nor
         Purchaser shall be obligated to adopt a comparable Purchaser employee
         benefit plan for Continuing Employees, it being intended by the
         parties that there be no duplication of benefits, and (ii) the
         obligation to have the Surviving Corporation adopt the comparable
         Purchaser employee benefit plan or program, as set out in subsection
         (a) above, shall arise, and such adoption shall be effective only as
         of the date the comparable Employee Plan is discontinued and not as of
         the Effective Time.  If Purchaser does not maintain an employee
         benefit plan comparable to one of the Employee Plans, there shall be
         no obligation to adopt any plan or program upon the discontinuance or
         termination of such Employee Plan.

         6.12   SHAREHOLDER AND EMPLOYMENT AGREEMENTS.  On or prior to the
Closing Date, all agreements between or among the Shareholders and Seller
relating to Seller or any stock or securities of Seller, and all agreements
between the Company and any of its employees or Affiliates shall have been
cancelled at no cost to the Company.

         6.13   ADDITIONAL FINANCIAL STATEMENTS.  As soon as practicable after
the end of every month beginning with the month in which this Agreement is
signed but in no event later than the twentieth day of the following month
Seller will deliver to Purchaser an unaudited balance sheet as of the end of
such month, and a related statement of income for such month, each certified by
an officer of Seller as meeting the standardized financial statements set forth
in Section 3.7.

         6.14   NO TRANSFERS.  Except pursuant to this Agreement, none of the
Shareholders shall transfer any or all of their shares of Seller Common Stock
after the date of this Agreement.

         6.15   SPECIAL PROVISIONS WITH RESPECT TO SELLER.  Seller hereby
expressly adopts and makes, jointly and severally with the Shareholders, the
representations, warranties, covenants and agreements of the Shareholders
contained in this Agreement as its representations, warranties, covenants and
agreements, but if the Closing occurs as provided herein, then at that time all
such representations, warranties, covenants and agreements to the extent hereby
made and adopted by Seller pursuant to this Section 6.15 (and only to such
extent) shall expire and be of no further force and effect, and Seller's having
made representations, warranties, covenants and agreements shall in no way
limit the liability of the Shareholders pursuant to this Agreement.

                                   ARTICLE 7

                            CONDITIONS TO THE MERGER

         7.1    CONDITIONS TO OBLIGATIONS OF EACH PARTY.  The respective
obligations of each party to effect the Merger shall be subject to the
fulfillment at or prior to the Closing of each of the following conditions (any
or all of which may be waived by Purchaser and Seller):

                (a)   SELLER SHAREHOLDER APPROVAL.  This Agreement and the
         Merger shall have been approved by an affirmative vote of a majority
         of the outstanding shares of Seller Common Stock in accordance with
         Seller's Articles of Incorporation and Bylaws and the GBCC.

                (b)   PURCHASER BOARD OF DIRECTOR APPROVAL.  This Agreement and
         the Merger shall have been adopted by an affirmative vote of a
         majority of the members of Purchaser's Board of Directors.

         7.2    CONDITIONS TO OBLIGATIONS OF PURCHASER AND SUBCORP.
Consummation of the Merger is subject to the fulfillment to the reasonable
satisfaction of Purchaser, prior to or at the Closing, of each of the following
conditions (any or all of which may be waived by Purchaser):

                (a)   CONSENTS, AUTHORIZATIONS, ETC.  All Authorizations of or
         with any Governmental Entity or any nongovernmental third party (other
         than the filing of the Certificate of Merger with the Secretary of
         State of Georgia) which are required for or in connection with the
         execution and delivery by Seller and the Shareholders of this
         Agreement and the consummation by Seller and the Shareholders of the
         Merger or the other transactions contemplated hereby shall have been
         obtained or made.

                (b)   INJUNCTION, ETC.  The consummation of the Merger will not
         violate the provisions of any injunction, order, judgment, decree, Law
         applicable or effective with respect to Purchaser, SubCorp or their
         respective officers and directors.  No suit or proceeding shall have
         been instituted by any person, or, to the knowledge of Purchaser,
         shall have been threatened by any Governmental Entity, which seeks to
         (i) prohibit, restrict or delay consummation of the Merger or to limit
         in any material respect the right of Purchaser to control any material
         aspect of the business of Purchaser and its Subsidiaries or Seller and
         its Subsidiaries after the Effective Time, or (ii) to subject
         Purchaser or Seller or their respective directors or officers to
         material liability on the ground that it or they have breached any law
         or regulation or otherwise acted improperly in relation to the
         transactions contemplated by this Agreement; provided, however, that
         in the case of any action, suit or proceeding instituted by a person
         other than a Governmental Entity, such action, suit or proceeding has
         a substantial likelihood of success in the opinion of counsel for
         Purchaser.

                (c)   REPRESENTATIONS AND WARRANTIES; COVENANTS AND AGREEMENTS.
         The representations and warranties of Seller and the Shareholders
         contained in this Agreement shall have been true and correct in all
         respects at the date hereof and, except for changes contemplated in
         this Agreement, shall also be true and correct in all respects at and
         as of the Effective Time, with the same force and effect as if made at
         and as of the Effective Time, except in either case as such
         representations and warranties by their terms relate only to dates or
         periods of time prior to the Effective Time, and Seller and the
         Shareholders shall have performed or complied in all material respects
         with all agreements and covenants required by this Agreement to be
         performed or complied with by it at or prior to the Effective Time.

                (d)   CERTIFICATE.  Seller shall have delivered to Purchaser a
         certificate, dated as of the Effective Time, executed on behalf of
         Seller by the Chief Executive Officer and the Chief Financial Officer
         of Seller and by the Shareholders to the effect that the conditions
         specified in paragraph (c) of this Section 7.2 have been satisfied.
         Such certificate shall also specify the number of issued and
         outstanding shares of Seller Common Stock.

                (e)   SHAREHOLDER APPROVAL.  At least One Hundred percent
         (100%) of the Purchaser Common Stock shall have been voted to approve
         this Agreement and the merger in accordance with the GBCC.

                (f)   ADDITIONAL CERTIFICATES, ETC.  Seller and the
         Shareholders shall have furnished to Purchaser such additional
         certificates, opinions and other documents as Purchaser may have
         reasonably requested as to any of the conditions set forth in Sections
         7.1 and 7.2.

                (g)   RESIGNATIONS.  Seller shall have delivered to Purchaser,
         to the extent requested by Purchaser, the written resignations of the
         directors and officers of Seller.

        7.3   CONDITIONS TO OBLIGATIONS OF SELLER.  Consummation of the Merger
is subject to the fulfillment to the reasonable satisfaction of Seller, prior
to or at the Effective Time, of each of the following conditions (any or all of
which may be waived by Seller):

                (a)   CONSENTS, AUTHORIZATIONS, ETC.  All Authorizations of or
         with any Governmental Entity or any non-governmental third party
         (other than the filing of the Certificate of Merger with the Secretary
         of State of Georgia), which are required for, or in connection with,
         the execution and delivery of this Agreement by Purchaser and SubCorp
         and the consummation by Purchaser and SubCorp of the transactions
         contemplated hereby shall have been obtained or made except where the
         failure to obtain such consent, authorization, or approval would not
         have a material adverse effect on the financial condition, results of
         operations, business or prospects of Purchaser.

                (b)   INJUNCTION, ETC.  The consummation of the Merger will not
         violate the provisions of any injunction, order, judgment, decree or
         Law applicable or effective with respect to Seller or its officers or
         directors.

                (c)   REPRESENTATIONS AND WARRANTIES; COVENANTS AND AGREEMENTS.
         The representations and warranties of Purchaser and SubCorp contained
         in this Agreement shall have been true and correct in all respects at
         the date hereof and except for changes contemplated in this Agreement,
         shall also be true and correct in all respects at and as of the
         Effective Time, with the same force and effect as if made at and as of
         the Effective Time, except in either case as such representations and
         warranties by their terms relate only to dates or periods of time
         prior to the Effective Time; and Purchaser and SubCorp each shall have
         performed or complied in all material respects with all agreements and
         covenants required by this Agreement to be performed or complied with
         by it at or prior to the Effective Time.

                (d)   PURCHASER COMMON STOCK.  The shares of Purchaser Common
         Stock issued to the stockholders of Seller pursuant to the Merger
         shall, upon consummation of the Merger, be validly authorized and
         issued, fully paid and nonassessable.

                (e)   CERTIFICATE.  Purchaser shall have delivered to Seller a
         certificate, dated as of the Effective Time, executed on behalf of
         Purchaser by the Chairman of the Board, President or other executive
         officer of Purchaser to the effect that the conditions specified in
         paragraph (c) of this Section 7.3 have been satisfied.

                (f)   REGISTRATION RIGHTS AGREEMENT.  Seller shall have
         received a Registration Rights Agreement executed by Purchaser in the
         form of Exhibit D hereto.

                (g)   ADDITIONAL CERTIFICATES, ETC.  Purchaser shall have
         furnished to Seller such additional certificates, opinions and other
         documents as Seller may have reasonably requested as to any of the
         conditions set forth in Sections 7.1 and 7.3.

                                   ARTICLE 8

                      DOCUMENTS TO BE DELIVERED AT CLOSING

         8.1    DOCUMENTS TO BE DELIVERED BY SELLER.  At the Closing, Seller
shall deliver, or cause to be delivered, to Purchaser the following:

                (i)   The certificate referred to in Section 7.2(d).

                (ii)  To the extent requested by Purchaser, the written
         resignations of the directors and officers of Seller.

                (iii) The books and records of Seller.

         8.2    DOCUMENTS TO BE DELIVERED BY PURCHASER AND SUBCORP TO EXCHANGE
AGENT.  At the Closing, Purchaser and SubCorp shall deliver to the Exchange
Agent the Merger Consideration.

         8.3    DOCUMENTS TO BE DELIVERED BY PURCHASER AND SUBCORP TO SELLER.
At the Closing, Seller and SubCorp shall deliver to Seller the following:

                (i)  The certificate referred to in Section 7.3(e).

                (ii) The Registration Rights Agreement referred to in Section 
         7.3(f).

                                   ARTICLE 9

                                INDEMNIFICATION

         9.1    INDEMNIFICATION BY THE SHAREHOLDERS.  The Shareholders shall
jointly and severally indemnify and hold harmless Purchaser and Seller in
respect of any and all claims, losses, damages, liabilities, demands,
assessments, judgments, costs and expenses (including, without limitation,
settlement costs and any legal or other expenses for investigating, bringing or
defending any actions or threatened actions) reasonably incurred by Purchaser
or Seller (collectively, the "Costs") resulting from any misrepresentation or
breach of any warranty, covenant, agreement or obligation made by the
Shareholders or Seller under the Seller Delivered Agreements.

         9.2    INDEMNIFICATION BY PURCHASER.  Purchaser agrees to indemnify
and hold harmless the Shareholders in respect of any and all Costs reasonably
incurred by the Shareholders in connection with any misrepresentation or breach
of any warranty, covenant or agreement made by Purchaser under the Purchaser
Delivered Agreements.

         9.3   CERTAIN LIMITATIONS AND RELATED MATTERS.

                (a)   CERTIFICATES.  Any claim based, in whole or in part, upon
         any untrue or incorrect statement set forth in the certificate
         delivered pursuant to Section 7.2(d) or Section 7.3(e) shall be deemed
         to be a claim for misrepresentation or breach of warranty, covenant or
         agreement under this Agreement.

                (b)   DEDUCTIBLE.  No claim shall be made against the
         Shareholders for indemnification for any breach of a representation or
         warranty contained in this Agreement (or in any Schedule, certificate
         or other document delivered pursuant hereto) unless and until the
         aggregate Cost exceeds $5,000 (the "Deductible") in which event
         Purchaser may claim indemnification for the full amount of such Costs;
         provided, however, that the Deductible shall not apply to the extent
         that such indemnification relates to any misrepresentation or breach
         of warranty contained in Sections 3.1, 3.2, 3.3, 3.9, 3.11, 3.18,
         3.19, 3.23, 3.26 or Article 4.

         9.4    CLAIMS FOR INDEMNIFICATION.  The representations, warranties,
covenants and agreements in this Agreement shall survive the Closing subject to
the limitations set forth herein and shall not be affected by any investigation
made by the parties hereto prior to the date hereof or the Effective Time.  The
party seeking indemnification (the "Indemnified Party") shall give the party
from whom indemnification is sought (the "Indemnifying Party") a written notice
("Notice of Claim") within sixty (60) days of the discovery of any loss,
liability, claim or expense in respect of which the right to indemnification
contained in this Article 9 may be claimed; provided, however, that the failure
to give such notice within such sixty (60) day period shall not result in the
waiver or loss of any right to bring such claim hereunder after such period
unless, and only to the extent that, the other party is actually prejudiced by
such failure.  In the event a claim is pending or threatened or the Indemnified
Party has a reasonable belief as to the validity of the basis for such claim,
the Indemnified Party may give written notice (a "Notice of Possible Claim") of
such claim to the Indemnifying Party, regardless of whether a loss has arisen
from such claim.  A party shall have no liability under this Article 9 for
breach of warranty or misrepresentation, unless a Notice of Claim or Notice of
Possible Claim therefore is delivered by the Indemnified Party prior to the
second anniversary of the Effective Time; provided, however, that as to any
liability arising pursuant to Sections 3.9, 3.11 or 3.23 or Article 4, any
Notice of Claim must be delivered by the Indemnified Party not later than
ninety (90) business days after the expiration of the applicable statute of
limitations or any extensions thereof.  Any Notice of Claim or Notice of
Possible Claim shall set forth the representations, warranties, covenants and
agreements with respect to which the claim is made, the specific facts giving
rise to an alleged basis for the claim and the amount of liability asserted or
anticipated to be asserted by reason of the claim.

         9.5    DEFENSE OF CLAIM BY THIRD PARTIES.  If any claim is made by a
third party against a party to this Agreement that, if sustained, would give
rise to a liability of the another party under this Agreement, the party
against whom the claim is made shall promptly cause notice of the claim to be
delivered to the other party and shall afford the other party and its counsel,
at the other party's sole expense, the opportunity to defend or settle the
claim.  The failure to provide

such notice will not relieve the Indemnifying Party of liability under this 
Agreement unless, and only to the extent that, the other party is actually
prejudiced by such failure.  If any such claim is compromised or settled
without the consent of the Indemnifying Party, no liability shall be imposed
upon the Indemnifying Party by reason of the claim.

         9.6    THIRD PARTY CLAIM ASSISTANCE.  From time to time after the
Closing, Purchaser and the Shareholders shall provide or cause their
appropriate personnel to provide the other party with information or data in
connection with the handling and defense of any third party claim or litigation
(including counterclaims filed by the parties) in respect to which a party may
be required to indemnify the another party under this Agreement.  The party
receiving such information or data shall reimburse the other party for all of
its costs and expenses in providing these services, including, without
limitation, (i) all out of pocket, travel and similar expenses incurred by its
personnel in rendering these services; and (ii) all fees and expenses for
services performed by third parties engaged by or at the request of such other
party.

         9.7    SETTLEMENT OF INDEMNIFICATION CLAIMS.  If a recipient of a
Notice of Claim desires to dispute such claim, it shall, within thirty (30) days
after receipt of the Notice of Claim, give counternotice, setting forth the
basis for disputing such claim, to Purchaser or the Shareholders, as the case
may be.  If no such counternotice is given within such thirty (30) day period,
or if Purchaser, or the Shareholders, as the case may be, acknowledges
liability for indemnification, then the amount claimed shall be promptly
satisfied as provided in Section 9.8.  If, within thirty (30) days after the
receipt of counternotice by Purchaser or the Shareholders, as the case may be,
the Shareholders and Purchaser shall have not reached agreement as to the claim
in question, then the claim of indemnification shall be submitted to and
settled by arbitration in accordance with the then prevailing commercial
arbitration rules of the American Arbitration Association.  Such arbitration
shall be held in the Atlanta, Georgia area before a panel of three (3)
arbitrators, one selected by each of the parties and the third selected by
mutual agreement of the first two.  The decision of the arbitrators shall be
final and binding as to any matter submitted under this Agreement.  To the
extent the decision of the arbitrators is that a party shall be indemnified
hereunder, the amount shall be satisfied as provided in Section 9.8.  Judgment
upon any award rendered by the arbitrators may be entered in any court of
competent jurisdiction.  The date of the arbitrator's decision or the date a
claim otherwise becomes payable pursuant to this Section 9.7 is referred to as
the "Determination Date."

         9.8    MANNER OF INDEMNIFICATION.  All indemnification under this
Article 9 shall be made by payment of cash or delivery of a certified or
cashier's check in the amount of the indemnification liability no later than
five (5) days following the Determination Date.

         9.9    INDEMNIFICATION EXCLUSIVE REMEDY.  In the absence of fraud, if
the Closing occurs, indemnification pursuant to the provisions of this Article
9 shall be the sole and exclusive remedy of the parties for any breach of any
representation, warranty, covenant or agreement contained in this Agreement.

                                   ARTICLE 10

                          TERMINATION AND ABANDONMENT

         10.1   TERMINATION AND ABANDONMENT.  This Agreement and the Merger may
be terminated and abandoned at any time prior to the Effective Time:

                (a)   By mutual action of the Board of Directors of Purchaser
         and Seller, whether before or after any action by Seller's
         stockholders.

                (b)   By Purchaser:

                      (i)    if any event shall have occurred as a result of
                which any condition set forth in Section 7.2 is no longer
                capable of being satisfied;

                      (ii)   if there has been a breach by Seller of any
                representation or warranty contained in this Agreement that
                would have or would be reasonably likely to have a material
                adverse effect on the assets, liabilities, financial condition,
                results of operations, business or prospects of Seller, or
                there has been a material breach of any of the covenants or
                agreements set forth in this Agreement on the part of Seller,
                in each case which breach is not curable, or, if curable, is
                not cured within five days after written notice of such breach
                is given by Purchaser to Seller;

                (c)   By Seller:

                      (i)    if any event shall have occurred as a result of
                which any condition set forth in Section 7.3 is no longer
                capable of being satisfied; or

                      (ii)   if there has been a breach by Purchaser or SubCorp
                of any representation or warranty contained in this Agreement
                that would have a material adverse effect on the ability of
                Purchaser or SubCorp to consummate the Merger, or there has
                been a material breach of any of the covenants or agreements
                set forth in this Agreement on the part of Purchaser or
                SubCorp, in each case which breach is not curable or, if
                curable, is not cured within five days after written notice of
                such breach is given by Seller to Purchaser.

                (d)   By Purchaser or Seller:

                      (i)    if any general suspension of, or limitation on,
                trading in securities generally on Nasdaq continuing for a
                period of 15 business days has occurred; or

                      (ii)   a declaration of a banking moratorium or if any
                suspension of payments in respect of banks in the United States
                continuing for a period of 15 business days has occurred;

                      (iii)  if any event shall have occurred as a result of
                which any condition set forth in Section 7.1 is no longer
                capable of being satisfied; or

                      (iv)   if the Merger shall not have been consummated by
                July 31, 1996; provided, however, that, in any case, the
                terminating party shall not have breached in any material
                respect its obligations under this Agreement in any manner
                which proximately contributed to the failure of any such
                condition to be satisfied or the failure to consummate the
                Merger.

         10.2   SPECIFIC PERFORMANCE.  The parties acknowledge that the rights
of each party to consummate the transactions contemplated hereby are special,
unique, and of extraordinary character, and that, in the event that either
violates or fails and refuses to perform any covenant made by it herein, the
other party or parties will be without adequate remedy at law.  Each party
agrees, therefore, that, in the event that it violates, fails or refuses to
perform any covenant made by it herein, the other party or parties so long as
it or they are not in breach hereof, may, in addition to any remedies at law,
institute and prosecute an action in a court of competent jurisdiction to
enforce specific performance of such covenant or seek any other equitable
relief.

         10.3   RIGHTS AND OBLIGATIONS UPON TERMINATION.  If this Agreement is
not consummated for any reason, each party will redeliver all documents, work
papers, and other materials of any party relating to the transactions
contemplated hereby, whether obtained before or after the execution hereof, to
the party furnishing the same, except to the extent previously delivered to
third parties in connection with the transactions contemplated hereby, and all
information received by any party hereto with respect to the business of any
other party shall not at any time be used for the advantage of, or disclosed to
third parties by, such party to the detriment of the party furnishing such
information; provided, however, that this Section 10.3 shall not apply to any
documents, work papers, material, or information which is a matter of public
knowledge or which heretofore has been or hereafter is published in any
publication for public distribution or filed as public information with any
governmental agency.

         10.4   EFFECT OF TERMINATION.  Except for the provisions of Sections
6.3, 6.6, 6.10, 10.3 and 10.4, which shall survive any termination of this
Agreement, in the event of the termination and abandonment of this Agreement
pursuant to Article 10, this Agreement shall forthwith become void and have no
further effect, without any liability on the part of any party hereto or its
respective officers, directors or stockholders; provided, however, that nothing
in this Section 10.4 shall relieve any party from liability for the knowing and
intentional breach of its representations, warranties, covenants or agreements
set forth in this Agreement.

                                   ARTICLE 11

                               GENERAL PROVISIONS

         11.1   NOTICES.  All notices and other communications under this
Agreement shall be in writing and may be given by any of the following methods:
(i) personal delivery; (ii) facsimile transmission; (iii) registered or
certified mail, postage prepaid, return receipt requested; or (iv) overnight
delivery service requiring acknowledgment of receipt.  Any such notice or
communication shall be sent to the appropriate party at its address or
facsimile number given below (or at such other address or facsimile number for
such party as shall be specified by notice given hereunder):

                          If to Purchaser and SubCorp, to:

                                  5300 Oakbrook Parkway, Suite 320
                                  Norcross, Georgia  30093
                                  Fax No. (770) 935-1924
                                  Attention: Mark H. Dunaway, Chairman

                                  with a copy to:

                                  Sutherland, Asbill & Brennan
                                  999 Peachtree Street, N.E.
                                  Atlanta, Georgia  30309-3996
                                  Fax No. (404) 853-8806
                                  Attention: Mark D. Kaufman

                          If to Seller, to:

                                  Michael J. Saner
                                  Preferred Services, Inc.
                                  5300 Oakbrook Parkway, Suite 320
                                  Norcross, Georgia 30093
                                  Attention: Stephen F. Johnston, Sr.

All such notices and communications shall be deemed received upon (i) actual
receipt thereof by the addressee, (ii) actual delivery thereof to the
appropriate address as evidenced by an acknowledged receipt, or (iii) in the
case of a facsimile transmission, upon transmission thereof by the sender and
confirmation of receipt.  In the case of notices or communications sent by
facsimile transmission, the sender shall contemporaneously mail a copy of the
notice or communication to the addressee at the address provided for above.
However, such mailing shall in no way alter the time at which the facsimile
notice or communication is deemed received.

         11.2     TABLE OF CONTENTS; HEADINGS.  The Table of Contents, cross
reference pages and headings contained herein are for convenience of reference
only, do not constitute a part of this Agreement, and shall not be deemed to
limit or affect any of the provisions hereof.

         11.3    VARIATION AND AMENDMENT.  This Agreement may be varied or
amended at any time before or after the approval of this Agreement by the
holders of Seller Common Stock by action of the respective Boards of Directors
of Seller, Purchaser and SubCorp, without action by the stockholders thereof;
provided, however, that any variance or amendment made after approval of the
Merger by the stockholders of Seller that (i) reduces the Merger Consideration
or changes the form of the Merger Consideration or (ii) changes any of the
terms and conditions of this Agreement if such change would adversely affect
the stockholders of Seller shall be subject to the further approval of Seller's
stockholders.  Any variation, modification or amendment to this Agreement must
be made in writing and executed by each of the parties hereto.

         11.4    SEVERABILITY.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other terms and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party hereto.  Upon any such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated by this Agreement are
consummated to the extent possible.

         11.5    WAIVER.  The failure of any party hereto at any time or times
to require performance of any provision hereof shall in no manner affect the
right to enforce the same.  No waiver by any party of any condition, or the
breach of any term, provision, warranty, representation, agreement or covenant
contained in this Agreement or the other agreements contemplated hereby,
whether by conduct or otherwise, in any one or more instances shall be deemed
or construed as a further or continuing waiver of any such condition or breach
or a waiver of any other condition or of the breach of any other term,
provision, warranty, representation, agreement or covenant herein or therein
contained.

         11.6    NO THIRD PARTY BENEFICIARIES; ASSIGNMENT.  This Agreement
shall inure to the benefit of the parties and their respective successors and
permitted assignees.  Nothing in this Agreement shall create or be deemed to
create any third party beneficiary rights in any person or entity.  Except for
assignments to wholly-owned Subsidiaries of Purchaser, in which event Purchaser
shall remain liable for the performance of this Agreement, no transfer or
assignment (including by operation of law) of this Agreement or of any rights
or obligations under this Agreement may be made by any party without the prior
written consent of the other parties and any attempted transfer or assignment
without that required consent shall be void.  No transfer or assignment by a
party of its rights under this Agreement shall relieve it of any of its
obligations to the other parties under this Agreement.

         11.7    TIME OF THE ESSENCE; COMPUTATION OF TIME.  Time is of the
essence of each and every provision of this Agreement.  Whenever the last day
for the exercise of any right or the discharge of any duty under this Agreement
shall fall upon Saturday, Sunday or a public or legal holiday, the party having
such right or duty shall have until 5:00 p.m.  Atlanta, Georgia time on the
next succeeding regular business day to exercise such right or to discharge
such duty.

         11.8    COUNTERPARTS.  This Agreement may be executed by each party
upon a separate copy, and in such case one counterpart of this Agreement shall
consist of enough of such copies to reflect the signatures of all of the
parties.  This Agreement may be executed in two or more counterparts, each of
which shall be an original, and each of which shall constitute one and the same
agreement.  Any party may deliver an executed copy of this Agreement and of any
documents contemplated hereby by facsimile transmission to another party and
such delivery shall have the same force and effect as any other delivery of a
manually signed copy of this Agreement or of such other documents.

         11.9    GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia, without giving
effect to the conflicts of law principles thereof.

         11.10   ENTIRE AGREEMENT.  This Agreement (with its Schedules and
Exhibits) contains, and is intended as, a complete statement of all the terms
of the arrangements among the parties with respect to the matters provided for,
supersedes any previous agreements and understandings between the parties with
respect to those matters and cannot be changed or terminated orally.

                      [SIGNATURES CONTINUED ON NEXT PAGE]

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, and their corporate seals affixed, as of the date first above
written.

                                     SELLER:
                                     PAGING SERVICES, INC.
                                     
                                     
                                     By: /s/James N. Weber 
                                         --------------------------------- 
                                         James N. Weber, President 
                                                                           
                                                            

ATTEST:

/s/Eugene H. Kreeft                           
- ------------------------------
Eugene H. Kreeft, Secretary

[CORPORATE SEAL]                     PURCHASER:
                                     PREFERRED NETWORKS, INC.

                                     By: /s/Mark H. Dunaway 
                                        ----------------------------------------
                                        Mark H. Dunaway, Chief Executive Officer

ATTEST:

/s/Mark B. Jones                               
- ------------------------------
Mark B. Jones, Secretary

[CORPORATE SEAL]                     PREFERRED TECHNICAL SERVICES, INC.

                                     By: /s/Mark H. Dunaway 
                                         ---------------------------------------
                                         Mark H. Dunaway,
                                         Chief Executive Officer

ATTEST:

/s/Mark B. Jones                               
- ------------------------------      
Mark B. Jones, Secretary

[CORPORATE SEAL]

WITNESS:                                 SHAREHOLDERS:

/s/Toi E. Hines                          By: /s/Michael J. Saner
- ----------------------------                 --------------------------------
                                             Michael J. Saner, Individually
                                                              

/s/Yvonne J. Pettice                     By: /s/James N. Weber
- ----------------------------                 --------------------------------
                                             James N. Weber, Individually
                                                         

/s/Catherine Hartley                     By: /s/Eugene H. Kreeft
- ----------------------------                 --------------------------------
                                             Eugene H. Kreeft, Individually 

Basic Info X:

Name: STATEMENT OF AGREEMENT
Type: Statement of Agreement
Date: Aug. 14, 1996
Company: PNI TECHNOLOGIES INC
State: Georgia

Other info:

Date:

  • July 3 , 1996
  • June 28 , 1996
  • December 31 , 1994
  • 1993 , 1994
  • May 31 , 1996
  • December 31 , 1995
  • December 31 , 1996
  • February 26 , 1996
  • March 31 , 1996
  • July 31 , 1996
  • Saturday
  • Sunday

Organization:

  • Georgia Business Corporation
  • Preferred Networks , Inc.
  • Nasdaq Stock Market
  • First Union National Bank of North Carolina
  • Material Contract or Intellectual Property Agreement
  • Seller State Certificates
  • Seller Financial Statements
  • Equal Employment Opportunity Commission
  • National Labor Relations Board
  • Intellectual Property Agreements
  • Internal Revenue Service
  • Pension Benefit Guaranty Corporation
  • Securities and Exchange Commission
  • Department of Labor
  • United States Environmental Protection Agency
  • Comprehensive Environmental Response
  • the State of Delaware
  • Purchaser Common Stock
  • Seller Audited Financial Statements
  • Effective Time in Purchaser
  • Certificate of Merger
  • Chief Financial Officer of Seller
  • Seller Common Stock
  • Secretary of State of Georgia
  • Seller Delivered Agreements
  • Notice of Claim or Notice of Possible Claim
  • American Arbitration Association
  • Board of Directors of Purchaser
  • Sutherland , Asbill & Brennan 999 Peachtree Street
  • Michael J. Saner Preferred Services , Inc.
  • Table of Contents
  • Boards of Directors of Seller
  • the State of Georgia

Location:

  • Delaware
  • N.A.
  • U.S.
  • United States
  • Atlanta
  • Oakbrook Parkway
  • Norcross
  • Georgia

Money:

  • $ .0001
  • $ 450.45
  • $ 50,000
  • $ 1,000
  • $ 10,000
  • $ .01
  • $ 5,000

Person:

  • Mark D. Kaufman
  • Stephen F. Johnston
  • sMark H. Dunaway
  • Mark B. Jones
  • E. Hines
  • sMichael J. Saner
  • J. Pettice
  • James N. Weber
  • Eugene H. Kreeft

Time:

  • 10:00 a.m.
  • 5:00 p.m.

Percent:

  • 50 percent
  • twenty-five percent
  • Hundred percent 100 %