Galt Corp – ‘SC 13D’ on 3/13/02 re: 5B Technologies Corp

On:  Wednesday, 3/13/02   ·   Accession #:  909012-2-219   ·   File #:  5-47903

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D 5B Technologies                          53    209K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
(Amendment No. __) /*/

 5B Technologies Corporation
 -----------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $.04 per share,
 Preferred Stock, par value $.01 per
 share, convertible at $3.33
per share of Common Stock,
 and Warrants to acquire
Common Stock
 -----------------------------------------------------------------
(Title of Class of Securities)

338283104 
 -----------------------------------------------------------------
(CUSIP Number)

Kevin Scalia, Director
c/o Westerman Ball Ederer Miller & Sharfstein, LLP
170 Old Country Road
 Mineola, New York 11501
(516) 622-9200

 -----------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

September 14, 2001
 -----------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following   
box [ ].                                                                        

/*/ The remainder of this cover page shall be filled out for a reporting        
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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CUSIP No. ..................................                                    

      1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).                              

Galt Corporation (Taxpayer ID No. 22-3695220)         

          2. Check the Appropriate Box if a Member of a Group (See Instructions)
                                                         (a) |_|
                                                         (b) |X|

3. SEC Use Only                                             

4. Source of Funds (See Instructions) OO                    

       5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)                                    

        6. Citizenship or Place of Organization                     Delaware

Number of                                                                       
Shares             7. Sole Voting Power                               750,000   
Beneficially       8. Shared Voting Power                                   0   
Owned by           9. Sole Dispositive Power                          750,000   
Each              10. Shared Dispositive Power                              0   
Reporting                                                                       
Person With                                                                     

11. Aggregate Amount Beneficially Owned by Each Reporting Person      750,000 
12. Check if the Aggregate Amount in Row (11) Excludes                        
   Certain Shares (See Instructions)                                     [X]
13. Percent of Class Represented by Amount in Row (11)                  26.4% 
14. Type of Reporting Person (See Instructions)                           CO  

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ITEM 1.   SECURITY AND ISSUER.                                                

        This Schedule 13D relates to the (i) Common Stock, par value $0.04
(the "Common Stock"), (ii) Series F Preferred Stock, par value $.01 per share,  
convertible at $3.33 per share of Common Stock, and (iii) Warrants to acquire   
Common Stock at an exercise price of $1.00 per share, each of 5B Technologies   
Corporation (the "Issuer"). Based solely on information provided by the Issuer, 
as of September 30, 2001 there were 2,837,850 shares of Common Stock, and       
420,000 shares of Preferred Stock of all series, issued and outstanding.        

   The address of the Issuer's principal executive office is 100
Sunnyside Boulevard, Woodbury, NY 11797.                                        

ITEM 2.   IDENTITY AND BACKGROUND.                                              

         The person filing this statement is Galt Corporation ("Galt"). Galt
is a Delaware corporation. Its principal place of business is c/o Westerman Ball
Ederer Miller & Sharfstein, LLP, 170 Old Country Road, Mineola, New York 11501. 
Galt formerly was in the business of application development, web site hosting  
and information technology solutions, but is no longer conducting business      
operations.                                                                     

       Galt has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.         

      During the last five years, Galt has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final    
order enjoining future violations of, or prohibiting or mandating activities    
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

      Under the Asset Purchase Agreement by and among the Issuer, Abby
Garrett & Seth, Ltd. ("AG&S"), Galt and certain other persons, dated September  
14, 2001, attached as Exhibit A hereto, and in consideration for the sale of    
substantially all of Galt's assets pursuant to such Asset Purchase Agreement,   
Galt received the following securities of the issuer: (i) Three Hundred Thousand
(300,000) shares of Common Stock, (ii) 300,000 shares of Series F Preferred     
Stock convertible into Common Stock, and (iii) Warrants to purchase 300,000     
shares of Common Stock, of which Warrants to purchase 150,000 shares of Common  
Stock are held in escrow by AG&S pursuant to the Asset Purchase Agreement.      

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ITEM 4.   PURPOSE OF TRANSACTION.                                               

         Galt acquired the securities of the Issuer as consideration for the
purchase of substantially all of the assets of Galt by AG&S. Galt intends to    
distribute the securities of the Issuer to certain of Galt's creditors in       
connection with the liquidation and dissolution of Galt. Galt believes that none
of such distributees will own 5% or more of the Issuer's Common Stock. Other    
than the disposition of such securities of the Issuer to certain of Galt's      
creditors, Galt does not have any plans or proposals which relate to or that    
would result in any of the matters set forth in paragraphs a-j of this Item 4.  

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

         (a) Galt owns 300,000 shares of the Common Stock, 300,000 shares of
Series F Preferred Stock, and Warrants dated September 14, 2001, to purchase    
300,000 shares of Common Stock (of which Warrants to purchase 150,000 shares of 
Common Stock are held in escrow under the Asset Purchase Agreement),            
representing a 26.4% beneficial ownership of the issued and outstanding shares  
of Common Stock of the Issuer. Subject to the limitation in the next sentence,  
the shares of Series F Preferred Stock are convertible into 300,000 shares of   
Common Stock at any time at the option of the holder at any time after the ten  
(10) day average closing price of the Common Stock exceeds $3.33 per share or   
automatically on the second anniversary of the initial issuance. Until the      
Issuer obtains the requisite approval of its stockholders to comply with the    
rules of the NASDAQ Small Cap Market, NASDAQ OTC Bulletin Board or the NASDAQ   
National Market, a holder of Series F Preferred Stock may not exercise its      
conversion rights to the extent that such conversion would cause such holder to 
own more than 19.9% of the outstanding shares of Common Stock. The restriction  
in the prior sentence also applies to a proposed exercise of the Warrants.      

      (b) Galt has the sole power to vote the 300,000 shares of Common
Stock and the other securities of the Issuer held by it.                        

    (c) Other than its acquisition of the securities of the Issuer
pursuant to the Asset Purchase Agreement, there have been no transactions in any
of the classes of securities of the Issuer by Galt during the past 60 days.     

       (d) No persons, other than Galt, have the right to receive or the
power to direct the receipt of the dividends from, or the proceeds from the sale
of, the securities acquired by Galt.                                            

(e)  Not applicable.                                      

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR                            
                 RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

        Galt is no longer conducting business operations and, accordingly,
Galt intends to distribute the securities of the Issuer to certain of its       
creditors according to the discretion of the Board of Directors of Galt.        

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ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

  Attached as Exhibit A hereto is a copy of the Asset Purchase
Agreement among the Issuer, Abby Garrett & Seth, Ltd., Galt Corporation and     
certain other persons, dated as of September 14, 2001, pursuant to which Galt   
acquired the securities of the Issuer referred to in this Schedule 13D.         

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 SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.                                                                        

Dated as of: March __, 2002                                                     

                      GALT CORPORATION

                           By:  /s/ Kevin Scalia
                                         -------------------------
                                    Name:   Kevin Scalia
                                Title:  Director

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                                                                 Exhibit A

ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement dated as of the 14th day of September,
2001 (this "Agreement"), by and among Abby Garrett & Seth, Ltd., a New York     
corporation, having its principal offices at 100 Sunnyside Boulevard, Woodbury, 
New York 11797 (the "Buyer"), 5B Technologies Corporation, a Delaware           
corporation, having its principal offices at 100 Sunnyside Boulevard, Woodbury, 
New York 11797 ("Parent"), Galt Corporation, a Delaware corporation, having its 
principal offices at 1660 Walt Whitman Road, Melville, New York 11747 (the      
"Company"), Alan Sheinwald, an individual residing at 203 Brierwood Drive,      
Somers, NY 10589 ("Sheinwald"), Kenneth Greene, an individual residing at 4 Fox 
Meadow Lane, Lloyd Harbor, NY 11743 ("Greene" together with Sheinwald, the      
"Principals").                                                                  

W I T N E S S E T H:

        WHEREAS, the Principals control entities which own the majority of all
of the issued and outstanding equity capital of the Company;                    

WHEREAS, the Company is the owner of the Acquired Assets;     

    WHEREAS, the Buyer is a wholly-owned subsidiary of the Parent; and

        WHEREAS, the Company wishes to sell to the Buyer, and the Buyer wishes
to purchase from the Company, the Acquired Assets, and assume the Assumed       
Liabilities upon the terms and subject to the exclusions and conditions set     
forth in this Agreement;                                                        

  NOW, THEREFORE, for and in consideration of the mutual premises,
representations, warranties and covenants contained herein and other good and   
valuable consideration, the receipt and sufficiency of which are hereby         
acknowledged, the parties hereto hereby agree as follows:                       

 ARTICLE I

 DEFINITIONS

1.1 DEFINITIONS.                                    

                 The following terms shall have the following meanings for the
purposes of this Agreement:                                                     

                "Acquired Assets" shall have the meaning provided in Section
2.1.                                                                            

                 "Affiliate" shall mean, with respect to any specified Person,
any other Person which, directly or indirectly, owns or controls, is under      
common ownership or control with, or is owned or controlled by, such specified  
Person. For purposes of this definition "controls", "is controlled by" and      
"under common control with" means the possession of the power to direct or      

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cause the direction of the management and policies of a specified Person through
the ownership of voting securities or otherwise.                                

                  "Agreement" shall mean this Purchase Agreement , including all
exhibits and schedules hereto, as it may be amended from time to time in        
accordance with its terms.                                                      

                  "Assumed Contracts" shall have the meaning provided in Section
2.1(f).                                                                         

            "Assumed Liabilities" shall have the meaning provided in
Section 2.3.                                                                    

           "Audited Financials" shall have the meaning provided in
Section 5.5(a).                                                                 

                 "Bill of Sale" shall mean the bill of sale, dated the Closing
Date, between the Buyer and the Company, the form of which is attached hereto as
Exhibit A.                                                                      

                  "Books and Records" shall have the meaning provided in Section
5.4.                                                                            

                  "Bulk Sales Laws" shall mean the Bulk Sales Laws of any state,
city or municipality, or any federal or state laws governing fraudulent         
conveyances.                                                                    

                  "Business" shall mean the business of the Company as currently
conducted.                                                                      

              "Buyer Parties" shall have the meaning provided in Section
9.1(a).                                                                         

              "Buyer" shall have the meaning provided in the preamble to
this Agreement.                                                                 

                  "Buyer Disclosure Schedule" shall have the meaning provided in
Section 6.5(a).                                                                 

             "Claim Notice" shall have the meaning provided in Section
9.1(c)(i).                                                                      

             "Closing" shall have the meaning provided in Section 4.1.

                  "Closing Date" shall have the meaning provided in Section 4.1.

               "Code" means the Internal Revenue Code of 1986, as amended,
modified or supplemented from time to time.                                     

                "Company" shall have the meaning provided in the preamble to
this Agreement.                                                                 

             "Company Common Stock" shall mean the Common Stock of the
Company, par value $.01 per share.                                              

               "Company Preferred Stock" shall mean the preferred stock of
the Company, par value $.01 per share.                                          

                  "Common Stock" shall mean the common stock, $.04 par value per
share, of Parent.                                                               

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             "Confidential Information" shall mean the proprietary and
confidential information of either party, including, without limitation, all    
information, know-how, marketing and development plans, techniques and          
materials, client names and other information related to clients, price lists,  
pricing policies and financial information, and methods of production, vendor   
agreements, use, operation and application: (i) which are not generally known to
the public; and (ii) in which such Person has rights.                           

            "Contaminant" shall have the meaning provided in Section
5.16(a).                                                                        

                "Contracts" shall have the meaning provided in Section 5.11.

               "Core Software Products" shall have the meaning provided in
Section 5.10(f).                                                                

               "Credit Agreement" shall mean that certain Credit Agreement
dated May 24, 2001, between Connecticut Bank of Commerce and 5B Technologies    
Group, Inc., as amended and supplemented from time to time and all other        
documents, instruments, schedules, and exhibits related thereto.                

               "Dispute Period" shall have the meaning provided in Section
9.1(c)(i).                                                                      

            "DOL" shall mean the Department of Labor, as provided in
Section 5.14(d).                                                                

           "Environmental Laws" shall have the meaning provided in
Section 5.16(a).                                                                

               "ERISA" shall have the meaning provided in Section 5.14(b).

                "ERISA Affiliate" shall have the meaning provided in Section
5.16(a).                                                                        

                  "Escrow Agent" shall have the meaning provided in Section 3.2.

              "Escrow Agreement" shall mean the Escrow Agreement between
Parent, Buyer, Company, and Escrow Agent, in the form attached hereto as Exhibit
B.                                                                              

              "Escrow Amount" shall have the meaning provided in Section
3.2.                                                                            

                "Excluded Assets" shall have the meaning provided in Section
2.2.                                                                            

             "Financial Statements" shall have the meaning provided in
Section 5.5(a).                                                                 

               "GAAP" means U.S. generally accepted accounting principles,
consistently applied.                                                           

             "Governmental Permits" shall have the meaning provided in
Section 5.19.                                                                   

                "Indebtedness" shall mean any debt, loan, lease, guaranty or
any other commitment to lend or borrow funds.                                   

                  "Indemnified Party" shall have the meaning provided in Section
9.1(c).                                                                         

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           "Indemnifying Party" shall have the meaning provided in
Section 9.1(c)(i).                                                              

                 "Indemnity Notice" shall have the meaning provided in Section
9.1(c)(v).                                                                      

                  "Intellectual Property Rights" shall have the meaning provided
in Section 5.10.                                                                

              "Interim Balance Sheet" shall have the meaning provided in
Section 5.5(a).                                                                 

                  "Interim Financial Statements" shall have the meaning provided
in Section 5.5(a).                                                              

                  "Inventory" shall have the meaning provided in Section 2.1(c).

             "IRS" shall have the meaning provided in Section 5.14(b).

           "Laws" shall have the meaning provided in Section 5.18.

             "Leased Real Property" shall have the meaning provided in
Section 5.10(a).                                                                

              "Lien" shall mean any mortgage, lien, charge, restriction,
pledge, security interest, option, lease or sublease, claim, right of any third 
party, easement, encroachment or encumbrance of any kind or any agreement or    
arrangement, whether oral or written, having similar effect.                    

                "Material Adverse Effect" shall have the meaning provided in
Section 5.6(b).                                                                 

                "Office Action" shall mean any official action by the United
States Patent and Trademark Office reporting that a particular trademark or     
service mark application is not entitled to federal registration for any reason 
and advising of the reasons therefor and of any formal requirements or          
objections with respect thereto.                                                

           "Order" shall have the meaning provided in Section 5.3.

               "Parent" shall have the meaning provided in the preamble to
this Agreement.                                                                 

                 "Parent Shares" shall mean (i) 300,000 shares of Common Stock
referred to in Secton 3.1(i) hereof, (ii) the shares of Common Stock to be      
issued upon conversion of the Preferred Series F Stock and (iii) the Common     
Stock to be issued upon exercise of the Parent Warrant.                         

             "Parent's SEC Reports" shall have the meaning provided in
Section 6.7.                                                                    

                 "Parent Warrant" shall mean a warrant or warrants to purchase
300,000 shares of Common Stock, in the form attached hereto as Exhibit C.       

    "Person" shall mean any individual, corporation,
proprietorship, firm, partnership, limited liability company, limited           
partnership, trust, association or other entity.                                

              "Plan" shall have the meaning provided in Section 5.14(a).

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           "Preferred Stock" shall mean the preferred stock of the
Company, par value $.01 per share.                                              

                  "Preferred Series F Stock" shall mean 300,000 shares of Series
F Convertible Preferred Stock, par value $.01 per share, of Parent with the     
rights, preferences, restrictions and limitations as set forth in the           
Certificate of Designation attached hereto as Exhibit D.                        

                 "Prepaid Expenses" shall have the meaning provided in Section
2.1(d).                                                                         

                "Principals" shall have the meaning provided in the preamble
to this Agreement.                                                              

                 "Proceeding" shall have the meaning provided in Section 5.12.

               "Purchase Price" shall have the meaning provided in Section
3.1.                                                                            

               "Registration Rights Agreement" shall mean the Registration
Rights Agreement, dated the Closing Date, with respect to the Parent Shares in  
the form attached hereto as Exhibit E.                                          

             "Related Agreements" shall mean any contract or agreement
which is or is to be entered into at the Closing or otherwise pursuant to this  
Agreement, including, without limitation, the Bill of Sale, Escrow Agreement and
Registration Rights Agreement. The Related Agreements executed by a specified   
Person shall be referred to as "such Person's Related Agreements," "its Related 
Agreements" or another similar expression.                                      

                 "Release" shall have the meaning provided in Section 5.18(a).

                  "Resolution Period" shall have the meaning provided in Section
9.1(c)(iv).                                                                     

           "Return" means any report, return, statement, estimate,
declaration, form, or other information required to be supplied to a taxing     
authority in connection with Taxes.                                             

            "Retained Liabilites" shall have the meaning provided in
Section 2.3(b)                                                                  

            "Disclosure Schedule" shall have the meaning provided in
Article V.                                                                      

                  "Sheinwald" shall have the meaning provided in the preamble to
this Agreement.                                                                 

                  "Tax" or "Taxes" means taxes of any kind, levies or other like
assessments, customs, duties, imposts, charges or, including, without           
limitation, income, gross receipts, ad valorem, value added, excise, real or    
personal property, asset, sales, use, license, payroll, transaction, capital,   
net worth and franchise taxes, estimated taxes, withholding, employment, social 
security, workers compensation, utility, severance, production, unemployment    
compensation, occupation, premium, windfall profits, transfer and gains taxes or
other governmental taxes imposed or payable to the United States, or any state, 
county, local, or foreign government or subdivision or agency thereof, and in   
each instance such term shall include any interest, penalties, or additions to  
tax attributable to any such Tax.                                               

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                  "Software Products" shall have the meaning provided in Section
5.10(a)(i).                                                                     

                  "Third Party Claim" shall have the meaning provided in Section
9.1(c)(i).                                                                      

           "Trademarks" shall have the meaning provided in Section
2.1(a).                                                                         

                  "WARN Act" shall have the meaning provided in Section 5.16(c).

ARTICLE II

 SALE AND PURCHASE

2.1 SALE AND PURCHASE OF ACQUIRED ASSETS.           

                 Subject to the terms and conditions of this Agreement, at the
Closing, the Company shall sell, transfer, assign, convey and deliver to the    
Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of
all right, title and interest in, to and under all of the assets owned by the   
Company, other than the Excluded Assets (all of the assets sold, assigned,      
transferred and delivered to the Buyer hereunder being referred to collectively 
herein as the "Acquired Assets" and are set forth below and include, without    
limitation, the assets set forth on Schedule 2.1 attached hereto):              

                 (a) all of the following intangible assets which are owned by
the Company and used in connection with the operation of or relating to the     
Business throughout the world: (a) registered and unregistered trademarks and   
service marks (including common law rights) and applications for trademark and  
service mark registrations, in each case which are related to the Business; (b) 
trade names related to the Business (all assets in subparagraph (a) and (b)     
which shall include those items identified on Schedule 2.1 hereto including,    
without limitation, subject to Section 7.2(b) the trade name "Galt Corporation" 
collectively referred to as the "Trademarks"); (c) registered and unregistered  
copyrights and applications for copyright registrations related to the Business;
(d) proprietary concept information, including, without limitation, business and
marketing plans, marketing materials (including without limitation, brochures,  
folders, special event planning guides and collateral materials) a reproducible 
copy of the Companys' web page, advertising concepts, designs and slogans, in   
each case which are related to the Business, including audio and video and other
production products utilized to create any of the foregoing; and (e) all        
enhancements, improvements and derivative works of each of the foregoing, in    
each case, which are used in connection with the Business;                      

     (b) all machinery, fixtures, equipment, vehicles,
transportation and storage facilities, furniture, tools, stores, spare parts and
other tangible personal property utilized in the Business owned by the Company  
and the Company's rights in any of the foregoing items leased or licensed by the
Company and used in the Business;                                               

                (c) all inventory (including raw materials, work-in-process,
and finished goods), and supplies (including office, packaging, shop and other  
supplies) on hand and used in connection with the Business (the "Inventory");   

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                (d) all items of pre-paid expenses relating to the Business,
if any ("Pre-paid Expenses");                                                   

               (e) all licenses with respect to patents, inventions, trade
secrets, trademarks, technology, know-how, specifications, designs, drawings,   
processes, quality control data, and other technical and proprietary information
relating to the Business;                                                       

                (f) the Company's rights and interests in and to (subject to
the Buyer's assumption of the obligations thereunder arising on and after the   
Closing) all contracts, sales orders, purchase orders, equipment leases,        
personal property leases, licenses, forward commitments for supplies or         
materials and other contracts, arrangements and agreements, whether written or  
oral, which were entered into in the ordinary course of business with customers,
suppliers, sales representatives, distributors, agents, lessors, lessees,       
licensors, licensees, consignors, consignees and other third parties, including,
without limitation, all material contracts listed on Schedule 2.1 (f) hereto,   
all of which relate to the Acquired Assets and the operation of the Business    
(the "Assumed Contracts");                                                      

                 (g) the Company's rights, to the extent assignable, under all
third party warranties and guarantees, whether express or implied, as they      
relate to the Business;                                                         

          (h) all claims, rights, setoffs and credits of Company
relating to the Assumed Contracts or the Acquired Assets;                       

                  (i) all separately maintained (as well as relevant portions of
those which are not separately maintained) books, records and files relating to 
the ownership, occupancy, use or operation of, the Business or the Acquired     
Assets, including, without limitation, customer lists, vendor lists, catalogs   
and accounting and tax records;                                                 

                  (j) all licenses, approvals, registrations, authorizations and
permits pertaining to the ownership, occupancy, use or operation of the Business
or the Acquired Assets; and                                                     

               (k) all accounts receivables (whether or not invoiced) with
respect to goods sold or services rendered within the 90 day period prior to the
Closing Date, including, without limitation, those set forth on Schedule 2.1(k) 
hereof.                                                                         

2.2 EXCLUDED ASSETS.                                

              Notwithstanding anything to the contrary set forth in this
Agreement, there shall be excluded from the Acquired Assets (the "Excluded      
Assets"): (i) any accounts receivable due, owing, accrued or payable to the     
Company (whether or not invoiced) with respect to goods sold or services        
rendered during the period up to the Closing Date which accounts receivable are 
in excess of 90 days past due on the Closing Date; (ii) any assets as set forth 
on Schedule 2.2 hereto and (iii) any and all assets of the Company not utilized 
in or relating to the Business.                                                 

2.3 ASSUMPTION OF LIABILITIES.                    

                  (a) On and after the Closing Date, the Buyer shall assume, and
agrees and undertakes to pay, perform and discharge, as and when due, each of   
the obligations, responsibilities, liabilities and debts with respect to the    
Business which are specifically described                                       

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in Schedule 2.3 hereto and the obligations under the Assumed Contracts being    
assigned to Buyer referred to in Schedule 2.1 hereof (all of which are          
hereinafter referred to collectively as the "Assumed Liabilities").             

                  (b) Notwithstanding anything to the contrary contained herein,
Assumed Liabilities shall not include any liability which is not identified as  
an Assumed Liablity in Schedule 2.3, including, without limitation, the         
following liabilities which shall be retained by the Company (the "Retained     
Liabilities"):                                                                  

                           (i) legal, accounting, brokerage, finder's fee, taxes
                or other expenses incurred by the Company in connection with
          this Agreement or the consummation of the transactions
contemplated hereby;                        

                    (ii)liabilities or obligations incurred by the
Company after the Closing;                  

                        (iii) any obligations or liability relating to any
         litigation, actions, grievances, arbitrations, suits,
           proceedings, investigations or claims arising out of or
             relating to any of the Company's activities or any of the
                  Company's operation of the Business or ownership or use of the
        Acquired Assets or arising out of any of the Assumed
                  Liabilities or Retained Liabilities prior to the Closing Date,
                or any dispute, the material elements of which accrued prior
                 to the Closing, whether or not listed on any Schedule hereto;

                           (iv) any liability for any foreign, federal, state or
             local taxes accrued to (or which should have been accrued
                pursuant to GAAP) or incurred by any of the Company prior to
        the Closing, or as a consequence of the transactions
contemplated hereby;                        

                          (v) all liabilities to employees of the Company with
           respect to any claims, whether contingent or otherwise,
        relating to labor relations and compliance with fair
            employment practices prior to the Closing or any salary,
                 bonuses, commissions, benefits or other amounts payable from,
           or contributions to, any benefit plans or arrangements,
                payments of insurance premiums or other compensation matters
                for or with respect to the period prior to the Closing Date;

                         (vi) all liabilities, costs or obligations under or
               which relate to or are associated with any employee benefit
                 plans or arrangements, including the Employee Plans sponsored
        by any of the Company or a Common Control Entity (as
              determined under Section 414(b) or (c) of the Code) either
before or after the Closing;                

                  (vii) all liabilities to the extent they are
            associated with or relate to any of the Excluded Assets,
               whether arising from events occurring prior to or after the
Closing Date;                               

                  (viii) all liabilities or obligations to any
               Affiliates of Company arising prior to or after the Closing
Date;                                       

                        (ix) all liabilities for severance obligations, if
              any, to any employee of the Company who does not become an
employee of the Buyer;                      

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                      (x) all accounts payable for goods and services,
              including customer and third party credits, trade accounts
             payable and accrued expenses and other debts or sums due,
                  owing, accrued or payable with respect to any of the Company's
             activities and the operation of the Business prior to the
            Closing Date, except those accounts payable specifically
                 assumed by the Buyer as set forth in Schedule 2.3 hereto; and

                          (xi)any liabilities or obligations of the Company or
                 relating to the Business or the Acquired Assets not expressly
             assumed by the Buyer as set forth in Schedule 2.3 hereto.

2.4 INFORMATION AND RECORDS.                      

                  Following the Closing, the Company shall also provide to the
Buyer, copies of, or access to, all technical information, confidential         
information, price lists, marketing information, sales records, customer lists, 
documents related to the Business and the Acquired Assets, agreements with      
vendors, suppliers and manufacturers and any other entities which do business   
with the Company with respect to the Business, and any other business records of
the Company that would be useful to the Buyer.                                  

 ARTICLE III

 CONSIDERATION

3.1 PAYMENT OF PURCHASE PRICE.                    

                   At the Closing, in consideration for the Acquired Assets, the
Company shall be issued: (i) 300,000 shares of Common Stock, (ii) 300,000 shares
of Preferred Series F Stock and (iii) the Parent Warrant (collectively, the     
"Purchase Price").                                                              

3.2 ESCROW.                                       

                Notwithstanding anything to the contrary contained herein,
Parent shall withhold from the Purchase Price otherwise deliverable at the      
Closing to the Company and the Principals and place into escrow a Parent Warrant
to purchase an aggregate of 150,000 shares of Common Stock the "Escrow          
Warrants") in connection with the indemnification obligations of the Company and
the Principals under this Agreement and related documents and the transactions  
contemplated hereby and thereby. The terms and conditions of such escrow are    
more fully set forth in the Escrow Agreement. Parent shall deliver to Leonard S.
Teiber, as Escrow Agent (the "Escrow Agent"), pursuant to the terms of the      
Escrow Agreement, warrant certificates representing the Escrow Warrants.        

3.3 ALLOCATION OF THE PURCHASE PRICE.             

                Subject to the provisions of this Section 3.3, the parties
will mutually agree upon the fair market value of the Acquired Assets in order  
to establish a Purchase Price allocation for all foreign, federal, state and    
local tax purposes. The Purchase Price for the Acquired Assets, consisting of   
the Purchase Price under Section 3.1 and the Assumed Liabilities under Section  
2.3(a), shall be allocated in accordance with Section 1060 of the Code. Neither 
party will                                                                      

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voluntarily take a position inconsistent therewith upon examination of any such 
tax return or report, in any refund claim, in any litigation or otherwise with  
respect to such tax returns. Each party agrees to prepare and timely file       
Internal Revenue Service Form 8594 (Asset Acquisition Statement) detailing the  
agreed upon allocation and any supplemental filing, if necessary, upon          
determination of any adjustment to the Purchase Price hereunder, to cooperate in
every reasonable way with the other party in the preparation of such form(s) and
to furnish the other party with a copy of such form(s) prepared in draft within 
a reasonable period before the due date for filing.                             

ARTICLE IV

 CLOSING

4.1 CLOSING.                                        

            The closing of the transactions contemplated hereby (the
"Closing") shall be held at the offices of the Buyer or its counsel, or at such 
other place as the parties may agree upon, at 10:00 a.m., E.S.T., on the next   
business day following the date the conditions to Closing are satisfied or      
waived, or as may be mutually agreed upon by the parties (the "Closing Date").  

4.2 SELLER AT CLOSING.                              

           At the Closing, the Company shall deliver to the Buyer:

(a) all of the Acquired Assets;             

    (b) a Bill of Sale duly executed by the Company;

                 (c) the following agreements duly executed by the Company and
Principals, as applicable: Registration Rights Agreement and Escrow Agreement,  
in form and substance satisfactory to the parties thereto;                      

            (d)an incumbency and specimen signature certificate with
respect to each of the officers of the Company executing this Agreement, the    
other agreements required to be delivered pursuant to Sections 4.2(c) and (e)   
hereof and any other documents, agreements, instruments and certificates        
delivered hereunder, on behalf of the Company;                                  

             (e) the certificates required to be delivered pursuant to
Section 8.1(e) hereof;                                                          

                 (f) consent to assignment of all Intellectual Property Rights
and any other Material Contracts requiring consent in connection with           
consummation of the transactions contemplated by this Agreement;                

           (g) all authorizations necessary for ownership, use and
operation the Acquired Assets; and                                              

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          (i) all such other documents, agreements, instruments,
consents, stock powers or certificates required to be delivered to Buyer under  
the provisions of this Agreement or as Buyer may deem reasonably necessary or   
appropriate to effect, evidence or facilitate the transactions contemplated by  
this Agreement and vest in Buyer good and marketable title to the Acquired      
Assets.                                                                         

4.3 BUYER AT CLOSING.                               

At the Closing, Buyer shall:                

       (a) deliver the Purchase Price, which shall contain
appropriate restrictive legends;                                                

                (b) deliver to the Company or Principals, as applicable, the
following agreements duly executed by the Buyer: Registration Rights Agreement  
and Escrow Agreement; and                                                       

                (d) deliver to the Company or Principals, as applicable, all
such documents, agreements, instruments or certificates required to be delivered
to the Company and the Principals under the provisions of this Agreement or as  
the Company and the Principals may deem reasonably necessary or appropriate to  
effect, evidence or facilitate the transactions contemplated by this Agreement. 

4.4 FURTHER ASSURANCES.                             

                 (a) From time to time, each of the Company and the Principals
shall, subject to the provisions of this Agreement, execute and deliver such    
other good and sufficient instruments of sale, transfer, conveyance and         
assignment as the Buyer may reasonably request in order to sell, convey,        
transfer and assign to the Buyer, or to vest in the Buyer good and marketable   
title to the Acquired Assets, or otherwise to carry out the purposes and intent 
of this Agreement (including, without limitation, all Exhibits hereto). From    
time to time Parent and the Buyer shall, at its expense, execute and deliver    
such instruments and documents as the Company and the Principals may reasonably 
request to cause the Buyer to assume the Assumed Liabilities or otherwise carry 
out the purposes and intent of this Agreement (including, without limitation,   
all Exhibits hereto).                                                           

             (b) The Buyer, each of the Company and the Principals and
their respective Affiliates will cooperate with each other in connection with   
any audit by the Internal Revenue Service or any other taxing authority         
(including, without limitation, foreign, federal, state or local authorities) of
any tax return or report in connection with the Acquired Assets or the Business 
(including the use, operation, or ownership thereof), the transferred employees 
or the sale of the Acquired Assets hereunder. The party responsible for the     
applicable tax liability shall have the sole right, at its sole expense, to     
conduct any audit or any other proceeding before any such taxing authority, to  
prepare and file any amended tax return, claim for refund or Tax Court petition,
to prosecute any such claim and to select counsel, to engage in litigation and  
to consent to any settlement in connection therewith with respect to any taxes  
for any such period, and the other party will execute and deliver, or cause to  
be executed and delivered, to the responsible party or its designees, all       
instruments (including, without limitation, powers of attorney)                 

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reasonably requested by the responsible party in order to implement the         
provisions of this Section 4.4(b).                                              

 ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND PRINCIPALS

       Except as otherwise set forth in the Disclosure Schedule delivered to
the Buyer and Parent concurrently with the parties' execution of this Agreement 
(the "Disclosure Schedule"), which statements contained in the Disclosure       
Schedule shall also be deemed to be representations and warranties made and     
given by the Company and the Principals under this Article V of this Agreement, 
each of the Company, Green and Sheinwald hereby jointly and severally represents
and warrants to each of the Buyer and Parent as follows:                        

       5.1 ORGANIZATION, STANDING AND QUALIFICATION; SUBSIDIARIES.

         (a) The Company and each of its its subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite corporate or     
other power and authority to own, lease and operate its properties and to carry 
on its business as it is now being conducted. The Company and each of its       
subsidiaries is duly qualified or licensed to do business and in good standing  
in each jurisdiction in which its property is owned, leased or operated or the  
nature of the business conducted by it makes such qualification or licensing    
necessary. None of the subsidiaries or Affiliates of the Company has any        
material assets used in connection with the business of the Company. The Company
has delivered to Parent or its counsel complete and correct copies of its and   
each of its subsidiaries' certificate of incorporation and bylaws, or other     
governing documents, as currently in effect.                                    

                (b) All the outstanding shares of capital stock of, or other
equity interests in, each of the Company's subsidiaries have been validly issued
and are fully paid and non-assessable and are owned directly by the Company,    
free and clear of all Liens and security interests of any kind or nature        
whatsoever and free of any other restriction (including any restriction on the  
right to vote, sell or otherwise dispose of such capital stock or other         
ownership interests), except for restrictions imposed by applicable securities  
laws, and no other person or entity has any rights of any nature to acquire any 
securities of any of such subsidiaries. Neither the Company nor any of its      
subsidiaries directly or indirectly owns any equity or similar interest in, or  
any interest convertible into or exchangeable or exercisable for, any           
corporation, partnership, joint venture or other business association or entity.

5.2 AUTHORITY.                                    

       Each of the Company and the Principals has all requisite corporate or
other power and authority to enter into this Agreement and the Related          
Agreements and to consummate the transactions contemplated hereby and thereby.  
The execution and delivery of this Agreement and the Related Agreements and the 
consummation of the transactions contemplated hereby and thereby have been duly 
authorized by all necessary action on the part of the Company and the           
Principals. This Agreement has been duly executed and delivered by each of the  
Company and                                                                     

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the Principals and the Related Agreements, when executed and delivered by each  
of the Company and the Principals, will constitute legal, valid and binding     
obligations of each of the Company and the Principals, enforceable against each 
of the Company and the Principals in accordance with its respective terms,      
except to the extent enforceability may be limited by bankruptcy, insolvency,   
reorganization, moratorium or other similar laws affecting the enforceability of
creditors' rights in general and subject to general principles of equity        
(regardless of whether enforceability is considered in a proceeding in equity or
at law). A vote of the Stockholders representing at least a majority of the     
issued and outstanding Company Common Stock is sufficient to approve this       
Agreement, the Related Agreements and the transactions contemplated hereby and  
thereby under the certificate of incorporation and bylaws of the Company and    
under the applicable provisions of Delaware law.                                

5.3 CONSENTS AND APPROVALS; NO VIOLATION.         

     Neither the execution and delivery of this Agreement or the Related
Agreements, nor the consummation of the transactions contemplated hereby or     
thereby nor compliance by the Company and the Principals, as applicable, with   
any of the provisions hereof or thereof will (i) conflict with or result in a   
breach of the certificate of incorporation, bylaws or other constitutive        
documents of the Company or any of its subsidiaries, (ii) conflict with or      
result (with or without notice or lapse of time or both) in a default (or give  
rise to any right of reimbursement, termination, cancellation, modification or  
acceleration) under any of the provisions of any note, bond, lease, mortgage,   
indenture, license, franchise, permit agreement or other instrument or          
obligation to which the Company or any of their respective subsidiaries is a    
party, or by which the Company or any of their respective subsidiaries or their 
respective properties or assets may be bound or affected, except for such       
conflict, breach or default as to which requisite waivers or consents are       
described in Section 5.3 of the Disclosure Schedule and are required to be      
obtained prior to Closing, (iii) violate any Law, statute, rule or regulation or
order, writ, injunction, judgment or decree (each, an "Order") applicable to any
of the Company or any of its subsidiaries or their respective properties or     
assets or (iv) result in the creation or imposition of any Lien upon any        
property or assets used or held in connection with the Business. Except as set  
forth in Section 5.3 of the Disclosure Schedule, no consent or approval by, or  
any notification of or filing with, or other action of any Person (governmental 
or private) is required in connection with the execution, delivery and          
performance by the Company and the Principals of this Agreement or any Related  
Agreement. There is no Proceeding pending or, to the knowledge of the Company   
and the Principals, threatened against the Company and the Principals or any of 
their respective assets or properties or that seeks to prevent the consummation 
of the transactions contemplated herein or in any Related Agreement.            

5.4 BOOKS AND RECORDS.                            

       The minute books and other similar records of the Company and each of
its subsidiaries made available to the Buyer and Parent prior to the execution  
of this Agreement contain a true, correct and complete record of all actions    
taken at all meetings and by all written consents in lieu of meetings of the    
shareholders, the board of directors and committees of the board of directors of
the Company and each of its subsidiaries. The stock transfer ledger and other   
similar records of the Company and each of its subsidiaries made available to   
the Buyer and Parent prior to the execution of this Agreement accurately reflect
all record transfers prior to the execution of this Agreement in the capital    
stock of the Company and each of its subsidiaries. No Books and                 

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Records of the Company and each of its subsidiaries have been recorded, stored, 
maintained, operated or are otherwise wholly or partly dependent upon or held by
any means (including any electronic, mechanical or photographic process, whether
computerized or not) which (including all means or access thereto and therefrom)
are not under the exclusive ownership and direct control of the Company and each
of its subsidiaries. "Books and Records" means, collectively, all files,        
documents, instruments, papers, books and records relating to the business or   
the condition of a company, including financial statements, tax returns and     
related work papers and letters from accountants, budgets, pricing guidelines,  
ledgers, journals, deeds, title policies, minute books, stock certificates and  
books, corporate seals, stock transfer ledgers, contracts, licenses, customer   
lists, computer files and programs, retrieval programs, operating data and plans
and environmental studies and plans.                                            

    5.5 FINANCIAL STATEMENTS; CERTAIN FINANCIAL INFORMATION.

             (a) The Company has previously delivered to the Buyer and
Parent true and complete copies of the following financial statements: (i) the  
unaudited consolidated balance sheet of the Company and its subsidiaries as of  
June 30, 2001 and the related unaudited statements of operations and cash flows 
of the Company for the six months then ended (such balance sheet as of June 30, 
2001 (the "Interim Balance Sheet Date") is referred to herein as the "Interim   
Balance Sheet" and all of the financial statements described in this clause (i) 
are referred to as the "Interim Financial Statements"); and (ii) the audited    
consolidated balance sheets of the Company and its subsidiaries for the fiscal  
years ended December 31, 1999 (of the Company's predecessor GALT IT Solutions,  
LLC) and December 31, 2000 and the related audited statements of operations and 
cash flows of the Company and its subsidiaries for the fiscal years then ended, 
certified by the Company's independent certified public accountants (the        
"Audited Financials") (such financial statements described in clauses (i) and   
(ii) and any notes thereto are hereinafter collectively referred to as the      
"Financial Statements"). Each of the balance sheets included in the Financial   
Statements is true, complete and correct, and each of the balance sheets        
included in the Financial Statements presents fairly the financial position of  
the Company and its subsidiaries as of the respective date of such balance      
sheet, in each case in accordance with GAAP, subject, in the case of the Interim
Balance Sheet, to year-end adjustments and the absence of notes. Each of the    
statements of operations and cash flows included in the Financial Statements is 
true, complete and correct, and each of the statements of operations and cash   
flows included in the Financial Statements presents fairly the results of       
operations of the Company and its subsidiaries for the periods set forth        
therein, in each case in accordance with GAAP, subject, in the case of the      
Interim Balance Sheet, to year-end adjustments and the absence of notes. The    
Financial Statements were compiled from the Books and Records regularly         
maintained by management and used to prepare financial statements of the Company
and its subsidiaries in accordance with the principles stated therein. The      
Companyhave maintained the Books and Records in a manner sufficient to permit   
the preparation of the Financial Statements in accordance with GAAP. The Books  
and Records fairly reflect the income, expenses, assets and liabilities of the  
Company and its subsidiaries and provide a fair and accurate basis for the      
preparation of the Financial Statements.                                        

       (b) All reserves established by the Company and its
subsidiaries are reflected on the Interim Balance Sheet and are adequate and are
stated in accordance with GAAP, including reserves for bad debt, vacation, sick 
leave and similar paid leave. There are no loss                                 

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contingencies that are required to be accrued by Statement of Financial         
Accounting Standard No. 5 of the Financial Accounting Standards Board which are 
not provided for on such Interim Balance Sheet.                                 

5.6 ABSENCE OF CERTAIN CHANGES OR EVENTS.         

             Except as set forth in the Interim Balance Sheet, since
December 31, 2000, neither the Company nor any of its subsidiaries has:         

                 (a) made any material change in its business or operations or
in the manner of conducting its business;                                       

                (b) suffered any event, violation or other matter that would
have a material adverse effect on the Business, condition (financial or         
otherwise), assets, liabilities, operations , properties of the Company (a      
"Material Adverse Effect"), and no fact or condition exists that would          
reasonably be expected to cause a Material Adverse Effect in the future;        

           (c) suffered any material casualty loss (whether or not
insured) or condemnation or other taking;                                       

              (d) other than in the ordinary course of business, entered
into any employment or consulting contract or commitment (whether oral or       
written) or compensation arrangement or employee benefit plan, or changed or    
committed to change (including any change pursuant to any bonus, pension,       
profit-sharing or other plan, commitment, policy or arrangement) the            
compensation payable or to become payable to any of its officers, directors,    
employees, agents or consultants, or made any pension, retirement,              
profit-sharing, bonus or other employee welfare or benefit payment or           
contribution;                                                                   

           (e) declared, paid or made, or set aside for payment or
making, any dividend or other distribution in respect of its common stock or    
other capital stock or securities, or directly or indirectly redeemed, purchased
or otherwise acquired any of its common stock or other capital stock or         
securities, or combined or subdivided or in any way changed any of the terms or 
provisions of its common stock or other capital stock or securities;            

                (f) paid, loaned or advanced any amount to or in respect of,
or sold, transferred or leased any property or assets (real, personal or mixed, 
tangible or intangible) to, or entered into, amended or waived any rights under 
any transactions, agreements or arrangements with or for the benefit of, any of 
its stockholders or any of their respective Affiliates, associates or family    
members or any of its officers or directors or any Affiliate or associate of its
officers or directors;                                                          

            (g) made or proposed any change in any accounting or tax
principles, practices or methods, including its accounts payable or accounts    
receivable practices and terms (including reserves), except for such changes    
which are both (x) required by GAAP or by Law and (y) set forth in Section      
5.6(g) of the Disclosure Schedule;                                              

         (h) incurred any liability (whether known or unknown,
absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise, and
whether due or to become due),                                                  

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except for current liabilities reflected on the Interim Balance Sheet or        
incurred after the date of the Interim Balance Sheet in the ordinary course of  
business consistent with past practice and not exceeding $10,000 individually or
$25,000 in the aggregate;                                                       

              (i) canceled or waived rights with respect to any debts or
other obligations owed to or claims held by the Company (including the          
settlement of any claims or litigation or other Proceeding);                    

              (j) accelerated or delayed collection of notes or accounts
receivable generated by the Business in advance of or beyond their regular due  
dates or the dates when the same otherwise would have been collected;           

            (k) terminated or amended or suffered the termination or
amendment of any Contract pursuant to which the Company or any of its           
subsidiaries would receive from any Person or pay to any Person more than       
$10,000 in any calendar year or disposed of or permitted to lapse any item of   
Intellectual Property Rights;                                                   

                  (l) made any capital expenditures or commitments for additions
to property, plant or equipment constituting capital assets in excess of $10,000
(or $25,000 in the aggregate);                                                  

(m) incurred any Indebtedness; and          

            (n) agreed, whether in writing or otherwise, to take any
action described in this Section 5.6 or any action which, if taken after the    
date of this Agreement without Parent's consent, would constitute a breach under
this Agreement.                                                                 

5.7 REAL PROPERTY.                                  

             Neither the Company nor any of its subsidiaries have ever
owned, nor will own as of the Closing Date, any real property or any option to  
acquire any real property.                                                      

5.8 LEASES.                                         

            (a) Except as set forth on Section 5.8 of the Disclosure
Schedule, the Company shall not incur a liability in excess of $10,000          
individually or $25,000 in the aggregate as a result of the termination of      
leases of real property as to which the Company or any of its subsidiaries is   
the lessee or sublessee (the "Leased Real Property"), and shall be able to make 
timely payments on any Leased Real Property it leases after the Closing Date.   

                (b), All leases of personal property as to which the Company
or any of its subsidiaries is the lessee or sublessee are listed in Section 5.8 
of the Disclosure Schedule (true and correct and complete copies of which have  
been delivered to the Parent). All such leases are in full force and effect, are
enforceable against the Company or its subsidiaries and the other parties       
thereto and have not been modified or amended, except as set forth in Section   
5.8 of the Disclosure Schedule. There exists no default by the Company or any of
its subsidiaries under any of such leases or, to the knowledge of the Company or
the Principals, by any other party thereto, nor any event which, with the giving
of notice or the passage of time or both, would constitute and event of default 
by the Company or any of its subsidiaries or any other party thereunder, except 
as set forth in Section 5.8 of the Disclosure Schedule. There are no leases of  

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personal property leased or subleased for the use or benefit of any Person other
than the Company or any of its subsidiaries to which the Company or any of its  
subsidiaries is a party. The payments on the equipment leases which comprise the
Assumed Liabilities shall be current as of the Closing Date. Except as set forth
in Section 5.8 of the Disclosure Schedule all of the leases are current and no  
payments are overdue as of the Closing Date and all of the amounts indicated as 
owed in arrears for the leases identified in Section 2.3 are accurate and       
complete. Any inaccuracy in Schedule 2.3 with respect to such amounts owed in   
arrears which causes a loss to Buyer shall not be subject to the $100,000       
limitation of Section 9.4.                                                      

5.9 TITLE TO ASSETS.                                          

                The Company and each of its subsidiaries has good, valid and
marketable title to all of the Acquired Assets. Except as set forth in Section  
5.9 of the Disclosure Schedule, the Acquired Assets are free and clear of any   
Lien. The Acquired Assets are in good operating condition, subject to ordinary  
wear and tear, and constitute all of the assets, interests and rights held for  
use or used in connection with the Business and constitute all those necessary  
to operate the Business as it is currently conducted and in accordance with     
recent historical practice. All Acquired Assets with a book value in excess of  
$5,000 are listed in Section 2.1 of Disclosure Schedule.                        

5.10 INTELLECTUAL PROPERTY RIGHTS.                            

                 (a) The Company and each of its subsidiaries is the exclusive
owner of all right, title and interest in and to each of the following that are 
used or licensed in the Business as currently conducted and are included in the 
Acquired Assets:                                                                

                    (i) except for commercially available computer
           software programs, all computer programs, databases and
           associated system and user documentation (the "Software
Products");                                 

                           (ii) all copyrights and copyright registrations owned
              by the Company and any of its subsidiaries and Affiliates,
               including, without limitation, all copyrights and copyright
                  registrations owned by the Company and any of its subsidiaries
             and Affiliates listed in Section 2.1(a) of the Disclosure
                  Schedule and all copyrights and copyright registrations in and
               to the Software Products or otherwise related to or used in
the Business;                               

                         (iii) all patentable inventions, patents and patent
         applications owned by the Company, including, without
               limitation, all inventions, patents and patent applications
        owned by the Company and any of its subsidiaries and
                  Affiliates listed in Section 2.1(a) of the Disclosure Schedule
                  and all patentable inventions, patents and patent applications
                 relating to or embodied in the Software Products or otherwise
related to or used in the Business;         

                       (iv) all Internet domain names and registrations,
      trademarks, service marks and trade names, and the
             applications to register any of them in federal, state or
             foreign jurisdictions, including, without limitation, all
                Internet domain names and registrations, trademarks, service
                  marks and trade names, and the applications to register any of
                them in federal, state or foreign jurisdictions owned by the
Company and any of                          

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               its subsidiaries and Affiliates listed in Section 2.1(a) of
         Disclosure Schedule and all Internet domain names and
                 registrations, trademarks, service marks and trade names, and
                 the applications to register any of them in federal, state or
                foreign jurisdictions now used or contemplated to be used in
                 connection with the Software Products or otherwise related to
or used in the Business; and                

                         (v) all trade secrets and other proprietary rights,
               including those applicable to any of the Software Products,
            necessary or useful for the operation of the Business as
currently conducted.                        

These items referred to in subparagraphs (i) through (v) of this Section 5.10(a)
are herein referred to collectively as the "Intellectual Property Rights."      

              (b) Section 2.1(a) of the Disclosure Schedule sets forth a
list of all licenses and similar agreements between the Company or any of its   
subsidiaries and Affiliates, on the one hand, and third parties, on the other   
hand, under which any of the Company or any of its subsidiaries and Affiliates  
are granted rights to make, use, sell, reproduce, distribute, manufacture,      
prepare derivative works based upon, perform or display publicly, or license    
items embodying the patent, copyright, trade secret, trademark or other         
proprietary rights of such third parties for use in the Business. None of the   
Company or any of its subsidiaries or Affiliates is, nor as a result of the     
execution and delivery of this Agreement or any Related Agreement or the        
performance of its obligations hereunder or thereunder will be, in violation of 
or lose any rights pursuant to any license or similar agreement described in    
Section 2.1(a) of the Disclosure Schedule. Except as set forth in Section 2.1(a)
of the Disclosure Schedule, no Person is entitled to any royalty, fee or other  
payment with respect to any such agreement or any Intellectual Property Rights  
for use in the Business.                                                        

              (c) Section 2.1(a) of the Disclosure Schedule sets forth a
list of all agreements under which the Company or any of its subsidiaries or    
Affiliates have granted rights to third parties under the Intellectual Property 
Rights. Except as set forth in Section 2.1(a) of the Disclosure Schedule, all   
such rights granted have been and are non-exclusive. True, correct and complete 
copies of all such agreements have been delivered to the Buyer .                

                 (d) No claims with respect to any Intellectual Property Right
have been asserted or, to the knowledge of any of the Company or the Principals 
, are threatened by any Person, nor do any of the Company or the Principals know
of any valid grounds for any bona fide claims against the use by the Company or 
any of its subsidiaries or Affiliates of any Intellectual Property Rights. All  
Internet domain names granted and issued patents listed in Section 2.1(a) of the
Disclosure Schedule, all trademarks, trade names and service marks and all      
applications to register the same listed in Section 2.1(a) of the Disclosure    
Schedule, and all copyrights and copyrights registrations listed in Section     
2.1(a) of the Disclosure Schedule are valid, enforceable and subsisting. As of  
the date hereof, there has not been and there is not any unauthorized use,      
infringement or misappropriation of any of the Intellectual Property Rights by  
any third party, employee, consultant or former employee or consultant of any of
the Company or any of its subsidiaries or Affiliates.                           

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                (e) No Intellectual Property Rights are subject to any Order
restricting in any manner the use or licensing thereof by the Company or any of 
its subsidiaries or Affiliates. None of the Company or any of its subsidiaries  
or Affiliates has entered into any agreement to indemnify any other Person      
against any charge of infringement of any third party intellectual property     
rights. Neither the Company nor any of its subsidiaries or Affiliates have      
entered into any agreement granting any third party the right to bring          
infringement actions or otherwise to enforce rights with respect to any         
Intellectual Property Rights. The Company has the exclusive right to file,      
prosecute and maintain all applications and registrations with respect to the   
Intellectual Property Rights.                                                   

                 (f) Each of the Software Products set forth in Section 2.1(a)
of the Disclosure Schedule is the most recent version of such Software Product. 
Except as set forth in Section 2.1(a) of the Disclosure Schedule, each of the   
Software Products set forth in Section 2.1(a) of the Disclosure Schedule (the   
"Core Software Products") conforms substantially to the functional and          
operational specifications set forth in the respective user manuals and other   
documentation for such Core Software Product. The Company owns and has          
possession of all such technical documentation and software tools (including, by
way of example and not limitation, all source code, compilers, system           
documentation, statements of principles of operation and schematics, as         
applicable) for each of such Core Software Products as are necessary and        
sufficient for the continued effective use, further development and maintenance 
of the latest version of each such Core Software Product. The current status of 
such conformity is set forth in brackets immediately following the name and     
version number of each such Core Software Product in Section 2.1(a) of the      
Disclosure Schedule.                                                            

               (g) Except as set forth in Section 2.1(a) of the Disclosure
Schedule, there are no restrictions on the direct or indirect transfer of any   
Contract, or any interest therein, held by the Company or any of its            
subsidiaries or Affiliates in respect of the Intellectual Property Rights or the
Software Products. The Company has delivered to the Buyer and Parent prior to   
the date hereof documentation with respect to any invention, process, design,   
computer program or other know-how or trade secret included in the Intellectual 
Property Rights, which documentation is accurate in all material respects and   
reasonably sufficient in detail and content to identify and explain such        
invention, process, design, computer program or other know-how or trade secret  
and to facilitate its full and proper use without reliance on the special       
knowledge of any Person. Each of the Company and its subsidiaries and Affiliates
has taken the necessary security and other measures to protect the secrecy,     
confidentiality and value of its trade secrets and other Intellectual Property  
Rights.                                                                         

             (h) No former or present employee, consultant, officer or
director of the Company or any of its subsidiaries or Affiliates holds any      
right, title or interest, directly or indirectly, in whole or in part, in or to 
any Intellectual Property Rights.                                               

           (i) The Intellectual Property Rights are sufficient and
adequate for the Company to carry on the Business as presently constituted.     

5.11 CONTRACTS.                                       

                  Schedule 2.1(f) of the Disclosure Schedule contains a true and
complete list of all written and oral (and a brief description of such oral     
agreements) contracts, agreements and other                                     

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instruments which are included in the Acquired Assets (collectively,            
"Contracts") to which any of the Company or its subsidiaries or Affiliates is a 
party (i) relating to Indebtedness or guaranty of performance or warranty of    
products or services, (ii) of duration of six months or more from the date      
hereof and not cancelable by the Company without material penalty on 30 days' or
less notice, (iii) relating to commitments in excess of $10,000, (iv) relating  
to the employment or compensation of any director, officer, employee, consultant
or other agent of the Company, (v) relating to the sale or other disposition of 
any assets, properties or rights, (vi) relating to the lease or similar         
arrangement of any machinery, equipment, motor vehicles, furniture, fixture or  
similar property, (vii) to which any federal, state or local governmental agency
or authority is a party, (viii) between the Company and any stockholder of the  
Company or any Affiliate of any stockholder of the Company, (ix) that restricts 
the operation of the Company anywhere in the world, (x) pursuant to which the   
Company is or may be obligated to make payments, contingent or otherwise, on    
account of or arising out of prior acquisitions or sales of businesses, assets  
or stock of other Persons, (xi) providing for the license to the Company by     
third parties of rights to use software or other technology or providing for the
performance of development services by or for any third party; or (xii) that is 
otherwise material to the Business or entered into other than in the ordinary   
course of business consistent with past practice. Except as will be set forth in
Section 2.1(f) of the Disclosure Schedule, none of the Company or its           
subsidiaries or Affiliates is in default under any such Contract, and there has 
been no event that with the giving of notice or the passage of time, or both,   
would constitute such a default or, to the knowledge of the Company or the      
Principals, any default, or event that with the giving of notice or the passage 
of time, or both, would constitute such a default, by any other party thereto,  
existing with respect to any such Contract except for such defaults which, in   
the aggregate, would result in loss or liability to the Company of no more than 
$10,000, and none of the Company or the Principals intends, and has not received
notice that any party to any such Contract intends, to terminate, amend, not    
renew or cancel any such Contract. Each of the Contracts listed in Section      
2.1(f) of the Disclosure Schedule is in full force and effect and constitutes a 
legal, valid and binding obligation of the Company or its subsidiaries or       
Affiliates and, to the Company's knowledge, the other parties thereto,          
enforceable in accordance with its terms. The Company has delivered to the Buyer
true and complete copies of all written Contracts described in Section 2.1(f) of
the Disclosure Schedule. The Company is not currently obligated to pay or is    
liable for any amounts under any of the Contracts, nor are the Company aware of 
any facts or circumstances that could result in any claim under any Contract    
with respect to periods ending on or before the date of this Agreement, in each 
instance, for which an accrual on the Financial Statements is or would have been
required under GAAP and has not been made. Section 2.1(f) of the Disclosure     
Schedule sets forth each contract which is an Assumed Liability for which the   
Company has received a partial or full payment and the amount outstanding for   
payment to the Company at the Closing Date. All of the contracts and agreements 
set forth in Schedule 2.1(f) of the Disclosure Schedule represent all of the    
written and oral contracts and agreements between the Company and its customers.
Schedule 5.11 of the Disclosure Schedule accurately sets forth the names of all 
customers with contracts for which works are in progress, any deposits or       
pre-paid amounts, number of hours worked, milestones reached to date, for       
performance vs. budget and payments remaining. Any inaccuracy in Schedule 5.11  
which causes a loss to Buyer in excess of $10,000 shall not be subject to the   
$100,000 limitation of Section 9.4.                                             

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5.12 LITIGATION.                                      

                 There are no, nor have there been since January l999 any, (i)
investigations pending or, to the knowledge of the Company or the Principals,   
threatened affecting or potentially affecting the Company or any of its         
subsidiaries or Affiliates or the Business, (ii) actions, causes of action,     
claims, suits, proceedings, arbitrations, mediations or other alternative       
dispute resolution procedures, orders, writs, injunctions or decrees (each, a   
"Proceeding") entered against, involving, pending or, to the knowledge of the   
Company or the Principals, threatened against any of the Company or any of its  
subsidiaries or Affiliates or, in each case affecting or potentially affecting  
the operations of the Company or any of its subsidiaries or Affiliates, the     
business, assets, properties or prospects of the Company or any of its          
subsidiaries or Affiliates or the Business, at law or in equity, or before or by
any governmental entity, and (iii) existing or prior facts, circumstances or    
conditions that could reasonably form the basis for a Proceeding against any of 
the Company or any of its subsidiaries or Affiliates that would affect or       
potentially affect the operations of the Company, the Business, Assumed Assets ,
properties of the Company or any of its subsidiaries or Affiliates or the       
Business. None of the Company or any of its subsidiaries or Affiliates is in    
default with respect to any Order of any governmental entity. The Company has   
delivered to the Buyer accurate and complete copies of all documentation        
relating to each Proceeding.                                                    

5.13 INSURANCE.                                     

                 All insurance policies relating to the Business are in full
force and effect and shall remain in full force and effect through the Closing  
Date and thereafter (until the scheduled expiration date). With respect to all  
policies, all premiums currently payable or previously due have been paid, and  
no notice of cancellation or termination has been received by the Company with  
respect to any such policy. All such policies are sufficient for compliance with
all requirements of law and of all Contracts to which the Company or any of its 
subsidiaries is a party or otherwise bound and are valid, outstanding,          
enforceable and, to the knowledge of the Company, collectible policies and      
provide insurance coverage that is adequate and customary for businesses of     
similar size and type. Complete and accurate copies of all such policies and    
related documentation have previously been delivered to the Buyer .             

5.14 EMPLOYEE BENEFIT PLANS.                          

             (a) Except as set forth in Section 5.14 of the Disclosure
Schedule, neither the Company nor any ERISA Affiliate (as defined below)        
maintains or contributes to, has ever maintained or contributed to, or has or   
has ever incurred any liability (whether or not contingent) with respect to any 
employee benefit plan or any collective bargaining agreement or any bonus,      
pension, profit sharing, deferred compensation, incentive compensation, stock   
ownership, stock purchase, stock option, phantom stock, stock appreciation      
right, retirement, vacation, severance, disability, death benefit,              
hospitalization, medical, worker's compensation, disability, supplementary      
unemployment benefits, or other plan, arrangement or understanding (whether or  
not legally binding), or any employment, severance, termination or any similar  
agreement (each, a "Plan"). "ERISA Affiliate" means (i) any corporation which at
any time on or before the Closing Date is or was a member of the same controlled
group of corporations (within the meaning of Section 414(b) of the Code) as the 
Company; (ii) any partnership, trade or business (whether or not incorporated)  
which at any time on or before the Closing Date is or was under                 

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common control (within the meaning of Section 414(c) of the Code) with the      
Company; and (iii) any entity which at any time on or before the Closing Date is
or was a member of the same affiliated service group (within the meaning of     
Section 414(m) of the Code) as either the Company, any corporation described in 
clause (i) or any partnership, trade or business described in clause (ii).      

               (b) Section 5.14 of the Disclosure Schedule contains a list
and a brief, general description of each Plan. The Company has delivered to the 
Buyer true and complete copies of (A) each Plan, (B) the summary plan           
description, if any, for each Plan, (C) the latest annual report, if any, which 
has been filed with the Internal Revenue Service (the "IRS") for each Plan, (D) 
the most recent IRS determination letter for each Plan that is a pension plan   
(as defined in Section 3(2) of ERISA) intended to be qualified under Code       
Section 401(a) and (E) copies of reports for the three most recent Plan years   
showing compliance with discrimination rules under those of Code Sections       
401(a), 401(k), 401(m), 419, 419A, 505, 501(c)(9), 105(h), 125 or 129 applicable
to such Plan. Each Plan intended to be tax qualified under Sections 401(a) and  
501(a) of the Code has been determined by the IRS to be tax qualified under     
Sections 401(a) and 501(a) of the Code, and, no amendment to or failure to amend
any such Plan and, no other circumstance or event has occurred that adversely   
affects its tax qualified status. There has been no prohibited transaction      
within the meaning of Section 4975 of the Code and Section 406 of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with     
respect to any Plan. The Company has no commitment, whether or not legally      
binding, to create any additional employee benefit plan (as defined in Section  
3(3) of ERISA) or to change the terms of any existing Plan.                     

            (c) Neither the Company nor any ERISA Affiliate has ever
maintained an employee benefit plan (as defined in Section 3(3) of ERISA)       
subject to the provisions of Section 412 of the Code, Part 3 of Subtitle B of   
Title I of ERISA or Title IV of ERISA.                                          

              (d) There are no Proceedings by any Plan participant, Plan
beneficiary or any representative thereof, (other than routine claims for       
benefits) pending, or, to the knowledge of the Company or the Principals,       
threatened, and no facts or circumstances exist which could give rise to any    
Proceeding. The Company has timely satisfied all funding, compliance and        
reporting requirements for all Plans. No event or condition exists or is        
reasonably expected to occur in connection with the administration of any Plan  
that would either (i) subject the Buyer, Parent or any of their Affiliates to   
any liability, contingent or otherwise to the IRS, the Department of Labor      
("DOL") or the Pension Benefit Guarantee Corporation (other than any liability  
for premiums payments to the Pension Benefit Guarantee Corporation) or (ii)     
cause the imposition of any Lien on the assets of the Buyer, Parent, or any of  
their Affiliates under the Code or ERISA. No Plan is the subject of any pending 
application for administrative relief under any voluntary compliance program or 
closing agreement program of the IRS or the DOL. With respect to each Plan, the 
Company has timely paid all contributions (including employee salary reduction  
contributions) and all insurance premiums that have become due, and any such    
expense accrued but not yet due has been properly reflected in the Financial    
Statements. Each Plan has been operated in accordance with its terms and        
complies in all material respects with all applicable Laws.                     

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                 (e) No Plan provides or is required to provide, now or in the
future, health, medical, dental, accident, disability, death or survivor        
benefits to or in respect of any individual beyond termination of employment    
except to the extent required under any state insurance Law or under Part 6 of  
Subtitle B of Title I of ERISA and under Section 4980(B) of the Code (COBRA     
benefits). Except to the extent of such COBRA benefits, no Plan covers any      
individual other than an employee of the Company or dependents of employees     
under health and child care Plans disclosed to the Buyer .                      

             (f) Except as set forth in Section 5.14 of the Disclosure
Schedule, the consummation of the transactions contemplated by this Agreement   
and the Related Agreements will not (A) entitle any Person providing or that has
provided services at anytime to the Company to severance pay or termination     
benefits for which the Buyer, Parent or any of their Affiliates may become      
liable, (B) solely as a result of their consummation, increase or accelerate any
amount due under any Plan, require assets to be set aside or other forms of     
security to be provided with respect to any liability under any Plan, or result 
in any "parachute payment" (within the meaning of Code Section 280G) under any  
Plan or (C) except as and to the extent accrued or reserved for on the Interim  
Balance Sheet, obligate the Company or any of its subsidiaries or Affiliates to 
pay or otherwise be liable for any compensation (including options, warrants,   
rights and similar instruments), vacation days, pension contribution or other   
benefits to any such Person for periods before the Closing Date or for personnel
whom the Company does not actually employ.                                      

5.15 TAX MATTERS.                                     

                 (a) All federal, state, local and foreign tax returns and tax
reports required to be filed by the Company and any of its subsidiaries on or   
prior to the Closing Date (giving effect to any valid requests for extension    
that have been, or will be, validly filed and granted) have been or will be     
filed on a timely basis with the appropriate governmental agencies in all       
jurisdictions in which such returns and reports are required to be filed. All   
such returns and reports are and will be true, correct and complete in all      
material respects and disclose all taxes required to be paid by the Company and 
any of its subsidiaries . All federal, state, local and foreign income, profits,
franchise, sales, use, occupation, property, excise, employment and other taxes 
(including interest, penalties and withholdings of tax) due from and payable by 
the Company and any of its subsidiaries with respect to periods through the     
Closing Date have been or will be fully paid on a timely basis or will be       
adequately reserved for on the Interim Balance Sheet. Each of the Company and   
its subsidiaries is not currently the beneficiary of any extension of time      
within which to file any tax return. There are no Liens for taxes upon the      
assets of the Company or any of its subsidiaries or Affiliates except for       
statutory liens for current taxes not yet due.                                  

        (b) No claim has ever been made by an authority in a
jurisdiction where each of the Company or any of its subsidiaries or Affiliates 
does not file tax returns that it is or may be subject to taxation by that      
jurisdiction, and each of the Company or any of its subsidiaries or Affiliates  
has not received any notice or request for information from any such authority. 

                 (c) No issues have been raised with the Company or any of its
subsidiaries or Affiliates by the IRS or any other taxing authority in          
connection with any tax return or report filed by the Company or any of its     
subsidiaries or Affiliates relating to the Company or any of                    

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its subsidiaries or Affiliates, and there are no issues which, either           
individually or in the aggregate, could reasonably result in any material       
liability for tax obligations of the Company or any of its subsidiaries or      
Affiliates relating to periods ending on or before the Closing Date in excess of
the accrued liability for taxes shown on the Interim Balance Sheet. No waivers  
or extensions of statutes of limitations have been given or requested with      
respect to the Company or any of its subsidiaries or Affiliates. None of the    
Company or any of its subsidiaries or Affiliates has been, or have received     
notice that any of the Company or any of its subsidiaries or Affiliates may be, 
subject to an audit by any federal, state, local or foreign tax authority.      

                (d) No material differences exist between the amounts of the
book basis and tax basis of assets that are not accounted for by an accrual on  
the books of the Company for income tax purposes. The Company and its           
subsidiaries will not be required to recognize for income tax purposes in a     
taxable year beginning on or after the Closing Date any amount of income or gain
which it would have been required to recognize under the accrual method of      
accounting for tax purposes in a tax period ending on or before the Closing Date
as a result of the installment method of accounting, the completed contract     
method of accounting, the cash method of accounting or a change in method of    
accounting.                                                                     

                 (e) All transactions or methods of accounting that could give
rise to an understatement of federal income tax (within the meaning of Section  
6661 of the Code for tax returns filed on or before December 31, 1990, and      
within the meaning of Section 6662 of the Code for tax returns filed after      
December 31, 1990) have been adequately disclosed on the tax returns in         
accordance with Section 6661(b)(2)(B) of the Code for tax returns filed on or   
prior to December 31, 1990, and in accordance with Section 6662(d)(2)(B) of the 
Code for tax returns filed after December 31, 1990.                             

         (f) None of the Company or any of its subsidiaries or
Affiliates is or has been a United States real property holding company (as     
defined in Section 897(2) of the Code) during the applicable period specified in
Section 897(c)(1)(11) of the Code.                                              

               (g) The Company and each of its subsidiaries and Affiliates
have complied (and until the Closing will comply) with all applicable Laws      
relating to the payment and withholding of taxes (including withholding and     
reporting requirements under Section 1441 through 1464, 3401 through 3406, 6041 
and 6049 of the Code and similar provisions under any other Laws) and, within   
the time and in the manner prescribed by Law, has withheld from wages, fees and 
other payments and paid over to the proper governmental or regulatory           
authorities all amounts required.                                               

          (h) None of the Company or any of its subsidiaries and
Affiliates is a party to any tax-sharing or tax indemnity agreement or any other
agreement of a similar nature that remains in effect on the Closing Date.       

         (i) None of the Company or any of its subsidiaries or
Affiliates is subject to any liability under Treasury Regulations 1.1502-6 or   
any comparable provision of state, local or foreign tax law or regulation.      

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               (j) There are no tax rulings, requests for rulings, closing
agreements or changes of accounting method relating to the Company or any of its
subsidiaries or Affiliates that could affect their liability for Taxes for any  
period after the Closing. No power of attorney with respect to any matter       
relating to Taxes of the Company or any of its subsidiaries or Affiliates is    
currently in force. None of the Company nor any of its subsidiaries and         
Affiliates has any deferred gain or loss (i) arising from deferred intercompany 
transactions (as referred to in Treasury Regulations Section 1.1502- 13), or    
(ii) with respect to the stock or obligations of any other member of the        
Company's affiliated group (as described in Treasury Regulations Section        
1.1502-14). Neither the Company nor any of its subsidiaries has filed a consent 
under Section 341(f) of the Code or any comparable provision of state revenue   
statutes. No property of the Company or any of its subsidiaries or Affiliates is
"tax-exempt use property" within the meaning of Section 168(h) of the Code.     
Neither the Company nor any of its subsidiaries or Affiliates is a party to any 
lease made pursuant to Section 168(f) of the Code. Any amount or other          
entitlement that could be received (whether in cash or property or the vesting  
of property) as a result of any of the transactions contemplated by this        
Agreement or the Related Agreements by any employee, officer or director of the 
Company or any of its subsidiaries or Affiliates who is a "disqualified         
individual" (as such term is defined in proposed Treasury Regulations Section   
1.280G-1) under any Employee Plans or other compensation arrangement entered    
into or in effect prior to the Closing would not be characterized as an "excess 
parachute payment" or a "parachute payment" (as such terms are defined in       
Section 280G(b)(1) of the Code).                                                

         (k) None of the Company or any of its subsidiaries or
Affiliates file, and has never filed or been included in, a consolidated Return 
for federal Income Tax purposes.                                                

           (l) For purposes of this Agreement, except as otherwise
expressly provided, unless the context otherwise requires:                      

              "income taxes" means any federal, state, local, or foreign
income, or franchise Tax and in each instance any interest, penalties, or       
additions to tax attributable to such Tax;                                      

           "return" means any report, return, statement, estimate,
declaration, form, or other information required to be supplied to a taxing     
authority in connection with Taxes; and                                         

5.16 ENVIRONMENTAL MATTERS.                         

                  (a) The operations of the Company and each of its subsidiaries
and Affiliates comply with all applicable federal, state, local, and foreign    
laws, codes, regulations, requirements, directives, Orders and common law, and  
all administrative or judicial interpretations thereof that may be enforced by  
any governmental entity, other Person or court, relating to pollution, the      
protection of human health, the protection of the environment or the emission,  
discharge, disposal, storage, transportation, Release or threatened Release of  
materials in or into the environment, including the Occupational Safety and     
Health Act (collectively, "Environmental Laws"). "Release" means release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, 
leaching or migration into the environment or into or out of any property,      
including the movement of Contaminants through or in the air, soil, surface     
water, groundwater or Leased Real Property or other property. "Contaminant"     
means any pollutant contaminant, chemical or industrial, hazardous or toxic     
material or waste for which liability or standards of conduct are imposed under 
Environmental Laws, and includes asbestos                                       

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or asbestos-containing materials, PCBs, and petroleum, oil or petroleum or oil  
products or derivatives.                                                        

               (b) Each of the Company and its subsidiaries and Affiliates
has obtained all environmental, health and safety Governmental Permits (as      
defined in Section 5.21) necessary for the operation of the Business, and all   
such Governmental Permits are in full force and effect and will not be revoked, 
suspended or otherwise adversely affected by the consummation of the            
transactions contemplated hereby. Each of the Company and its subsidiaries and  
Affiliates is in compliance with all terms and conditions of such Governmental  
Permits.                                                                        

               (c) None of the Company, its subsidiaries nor Affiliates is
subject to any judicial, administrative or other Proceeding, Order or settlement
alleging or addressing a violation of or liability or Indebtedness under any    
Environmental Law.                                                              

                 (d) None of the Company or its subsidiaries or Affiliates has
received any notice or claim (whether written or oral) to the effect that it is 
or may be liable to any governmental entity or any other Person as a result of  
the Release or threatened Release of a Contaminant, and, to the knowledge of the
Company and its subsidiaries and Affiliates, there are no existing or prior     
facts, circumstances or conditions that could reasonably form the basis for such
a notice or claim against the Company or its subsidiaries or Affiliates.        

                 (e) There have been no environmental investigations, studies,
audits, tests, reviews or other analysis conducted by or on behalf of, or which 
are in the possession of, the Company or its subsidiaries or Affiliates in      
relation to any site or facility now or previously owned, operated or leased by 
the Company or its subsidiaries or Affiliates which have not been delivered to  
the Buyer prior to the execution of this Agreement.                             

5.17 LABOR RELATIONS; EMPLOYEES.                      

                (a) There is no labor strike, dispute, slowdown, stoppage or
lockout pending, affecting, or, to the knowledge of the Company or the          
Principals, threatened against the Company or its subsidiaries or Affiliates,   
and since January 1999 there has not been any such action, and there are no     
existing or prior facts, circumstances or conditions that are reasonably likely 
to lead to such an action. There are no union claims to represent the employees 
of any of the Company or its subsidiaries or Affiliates, nor have there been any
such claims since January 1999. There is no written or oral contract,           
commitment, agreement, understanding or other arrangement with any labor        
organization or multi-employer or union benefit or pension fund, or work rules  
or practices agreed to with any labor organization or employee association,     
applicable to employees of any of the Company or its subsidiaries or Affiliates,
nor is any of the Company or its subsidiaries or Affiliates a party to or bound 
by any collective bargaining or similar agreement. There is, and within since   
January 1999 has been, no representation of the employees of any of the Company 
or its subsidiaries or Affiliates by any labor organization and, to the         
knowledge of the Company and its subsidiaries and Affiliates, there are no union
organizing activities among the employees of any of the Company or its          
subsidiaries or Affiliates, nor does any question concerning representation     
exist concerning such employees.                                                

          (b) Neither the Company nor any of its subsidiaries or
Affiliates has engaged in any unfair labor practices as defined in the National 
Labor Relations Act or other applicable                                         

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Law, ordinance or regulation, and each of the Company and its subsidiaries and  
Affiliates is and has since January 1999 been in compliance in all material     
respects with all applicable Laws respecting employment and employment          
practices, terms and conditions of employment, wages, hours of work and         
occupational safety and health. There is no unfair labor practice charge or     
complaint against the Company or any of its subsidiaries or Affiliates pending  
or, to the knowledge of the Company or any of its subsidiaries or Affiliates,   
threatened before the National Labor Relations Board or any similar state or    
foreign agency, and there are no existing or prior facts, circumstances or      
conditions that could reasonably be expected to form the basis therefor. There  
is no grievance pending or, to the knowledge of the Company and its subsidiaries
and Affiliates, threatened against any of the Company or its subsidiaries or    
Affiliates arising out of any collective bargaining agreement or other grievance
procedure, and there are no existing or prior facts, circumstances or conditions
that could reasonably be expected to form the basis therefor. There are no      
charges with respect to or relating to any of the Company or its subsidiaries or
Affiliates pending or, to the knowledge of the Company and its subsidiaries and 
Affiliates, threatened before the Equal Employment Opportunity Commission or any
other governmental entity responsible for the prevention of unlawful employment 
practices, and there are no existing or prior facts, circumstances or conditions
that could reasonably be expected to form the basis therefor. There are no      
workers compensation claims pending, and the Company and its subsidiaries and   
Affiliates have no knowledge of any such potential claim. The Company and its   
subsidiaries and Affiliates have not received notice of the intent of any       
government entity responsible for the enforcement of labor or employment Laws to
conduct an investigation with respect to or relating to the Company and, to the 
knowledge of the Company and its subsidiaries and Affiliates, no such           
investigation is in progress. No complaints, lawsuits or other Proceedings are  
pending or, to the knowledge of the Company and its subsidiaries and Affiliates,
threatened in any forum by or on behalf of any present or former employee of any
of the Company and its subsidiaries or Affiliates, any applicant for employment 
or classes of the foregoing alleging breach of any express or implied contract  
for employment, any Law governing employment or the termination thereof or other
discriminatory, wrongful or tortious conduct in connection with any employment  
relationship.                                                                   

        (c) Since the enactment of the Worker Adjustment and
Retraining Notification Act of 1988 (the "WARN Act"), none of the Company or its
subsidiaries or Affiliates has effectuated or experienced (i) a "plant closing" 
(as defined in the WARN Act) affecting any site of employment or one or more    
facilities or operating units within any site of employment or facility used by 
any of the Company or its subsidiaries or Affiliates; or (ii) a "mass layoff"   
(as defined in the WARN Act) affecting any site of employment or facility used  
by any of the Company or its subsidiaries or Affiliates, nor has any of the     
Company or its subsidiaries or Affiliates been affected by any transaction or   
engaged in layoffs or employment terminations sufficient in number to trigger   
application of any similar state or local Law. None of the Company's employees  
has suffered an "employment loss" (as defined in the WARN Act) at any time prior
to the Closing Date.                                                            

               (d) Each of the Company and its subsidiaries and Affiliates
has complied with all employment verification procedures including proper       
completion of Forms I-9 as it relates to all of its current and former          
employees. Each of the Company and its subsidiaries and Affiliates has complied 
with all applicable immigration, visa and work-related laws, codes and          
regulations of the United States in general.                                    

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5.18 COMPLIANCE WITH LAW.                             

               Each of the Company and its subsidiaries and Affiliates has
complied in all material respects since January 1999 and is presently complying 
in all material respects with all applicable laws (whether statutory or         
otherwise), rules, regulations, orders, ordinances, judgments, decrees or other 
pronouncements having the effect of any of the foregoing, of all governmental   
entities having jurisdiction (collectively, "Laws"), including the Federal      
Occupational Safety and Health Act and all Laws relating to the safe conduct of 
business and environmental protection and conservation, the Civil Rights Act of 
1964 and Executive Order 11246 concerning equal employment opportunity          
obligations of federal contractors and any applicable health, sanitation, fire, 
safety, labor, zoning and building laws. The Company has not received written   
notification of any asserted present or past failure by the Company or any of   
its subsidiaries or Affiliates to so comply with the Laws and there are no      
existing or prior facts, circumstances or conditions that could reasonably be   
expected to form the basis for such notification or assertion. The              
representations of this Section 5.18 are intended to be in addition to and not  
as a qualification of any other Section in this Article V.                      

5.19 GOVERNMENT PERMITS.                              

                 Each of the Company and its subsidiaries and Affiliates owns,
holds or possesses all licenses, franchises, permits, privileges, immunities,   
approvals and other authorizations from all governmental entities that are      
necessary to entitle it to own or lease, operate and use its assets and to carry
on and conduct the Business substantially as currently conducted (herein        
collectively called "Governmental Permits"). Such Governmental Permits are in   
full force and effect, no violations are or have been recorded in respect       
thereof, no Proceeding is pending, or, to the knowledge of the Company or the   
Principals, threatened, to revoke or limit any thereof or to affect the rights  
of the Company or any of its subsidiaries or Affiliates under any thereof. The  
Company and the Principals do not know of any basis for any such Proceeding, and
none of such Governmental Permits will be revoked, suspended or otherwise       
adversely affected by the consummation of the transactions contemplated hereby. 

5.20 BROKERS OR FINDERS.                              

              Neither the Buyer, Parent nor any of their Affiliates will
have any obligation to pay any broker's, finder's, investment banker's,         
intermediary's, financial advisor's or similar fee in connection with this      
Agreement or the Related Agreements or the transactions contemplated herein or  
therein by reason of any action taken by or on behalf of the Company or any of  
its subsidiaries or Affiliates.                                                 

5.21 CUSTOMERS AND SUPPLIERS.                         

                 Section 5.21 of the Disclosure Schedule sets forth a true and
complete list of the names of the ten largest suppliers (and for each such      
supplier the dollar amount) of products and services to the Company and its     
subsidiaries and the ten largest customers (and for each such customer the      
dollar amount) of products and services of the Company and its subsidiaries     
during the 12 months ended June 30, 2001, indicating any existing contractual   
arrangements for continued supply from or to each such firm. Except as will be  
set forth in Section 5.21 of the Disclosure Schedule, there exists no actual or,
to the knowledge of the Principals or the Company, threatened termination,      
cancellation or limitation of, or any modification or change in,                

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the business relationship of the Company and its subsidiaries with any customer 
or group of customers which are listed in Section 5.21 of the Disclosure        
Schedule or which are otherwise material to the operations of the Business, or  
with any supplier or group of suppliers which are listed in Section 5.21 of the 
Disclosure Schedule or which are otherwise material to the operations of the    
Business other than as completed in the ordinary course of business, and none of
the Company or any of its subsidiaries or Affiliates has received any report or 
other information from any employee, sales representative or other Person who   
reports to the Company on such matters in the ordinary course of business       
regarding the existence of any present or future condition or state of facts or 
circumstances involving customers, suppliers or sales representatives (including
the consummation of the transactions contemplated in this Agreement) that would 
materially adversely affect the Business or the prospects of the Company or the 
Business or prevent the conduct of the Business after the consummation of the   
transactions contemplated in this Agreement on substantially the same terms as  
the Business has been conducted prior to the date hereof. The Company has       
delivered to the Buyer copies of all written Contracts or other arrangements and
written summaries of any oral arrangements with the customers and suppliers     
listed in Section 5.21 of the Disclosure Schedule.                              

5.22 ACCOUNTS RECEIVABLE.                             

               The accounts and notes receivable and all other receivables
included in the Acquired Assets are bona fide receivables and represent amounts 
due with respect to actual, arm's-length transactions entered into in the       
ordinary course of business consistent with past practice and the Company is not
aware of any facts or circumstances that would render such amounts              
uncollectable. No such account has been assigned or pledged to any other Person,
and no defense or set-off or similar right to any such account has been asserted
by the account obligor.                                                         

5.23 COMMON ACTIVITIES.                               

                 In the conduct of the Business, the assets of the Company and
its subsidiaries have not been commingled with those of any Affiliate or        
associate of the Company, and the Company and its subsidiaries have not engaged 
in any joint activities with regard to the purchase or sale of products or      
services, failed to maintain appropriate distinction between the Business and   
assets and property of the Company and its subsidiaries and those of any other  
Person or engaged in any other acts or omitted to take any other action which   
could reasonably be expected to form the basis for any claim or assertion that  
the Company or any of its subsidiaries or its property or assets were           
responsible for any Indebtedness, liability or obligation of any other Person.  

5.24 DISCLOSURE.                                      

                The representations and warranties by the Principals and the
Company in this Agreement and the Related Agreement and the statements contained
in the Disclosure Schedule or any other schedules, certificates, documents,     
exhibits and agreements referred to herein or otherwise furnished or to be      
furnished by the Principals and the Company to the Buyer or Parent pursuant to  
this Agreement and the Related Agreements or in connection with the transactions
contemplated hereby or thereby do not and will not taken as a whole contain any 
untrue statement of a material fact and do not and will not taken as a whole    
omit to state any material fact necessary to make the statements herein or      
therein not misleading. The Company has                                         

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delivered to the Buyer or its counsel true and complete copies of all material  
certificates, exhibits, schedules, agreements or documents and has notified the 
Buyer or its counsel of all events, facts, circumstances, violations or other   
matters that to the best of their knowledge after due inquiry taken as a whole  
may have a Material Adverse Effect on the Business, transactions contemplated in
this Agreement or the Related Agreements, or the business or operations of the  
Company or Parent subsequent to the consummation of the transactions            
contemplated hereby.                                                            

5.25 INVESTMENT REPRESENTATIONS.                      

           The Company acknowledges, represents and warrants that:

          (a) the shares represented by Purchase Price are being
acquired, and the shares representing the Parent Shares when they are acquired  
will be, for their own accounts and not with a view to, or for sale in          
connection with, the distribution thereof, nor with any present intention of    
distributing or selling any of such shares;                                     

             (b) they have been advised that the shares represented by
Purchase Price and the shares representing the Parent Shares, have not been     
registered under the Securities Act on the ground that no distribution or public
offering thereof are to be effected, and in this connection Parent is relying in
part on the Company's representations set forth in this Section;                

                (c) the Company has sufficient available financial resources
to provide adequately for their current needs and can bear the economic risk of 
the complete loss of their investment in Parent without materially affecting    
each of the Company's financial condition.                                      

              (d) the transfer of the shares represented by the Purchase
Price and Parent Shares have not been registered under the Securities Act, and  
must be held indefinitely unless subsequently registered under the Securities   
Act or an exemption from such registration is available ; and                   

          (e) they understand that the shares represented by the
Purchase Price and the Parent Shares are restricted securities within the       
meaning of Rule 144 promulgated under the Securities Act; that the exemption    
from registration under Rule 144 will not be available unless (i) a public      
trading market then exists for the Common Stock, (ii) adequate information      
concerning Parent is then available to the public, and (iii) other terms and    
conditions of Rule 144 or any exemption therefrom are complied with; and        

               (f) Parent has provided the Company and the Principals with
the opportunity to meet and confer with representatives of Parent regarding all 
aspects of its business and has afforded the Company and the Principals the     
opportunity to obtain additional information concerning Parent and has answered 
all questions to the satisfaction of the Company and the Principals.            

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT

   The Buyer and Parent represent and warrant to the Company and the
Principals as follows:                                                          

6.1 ORGANIZATION, STANDING AND QUALIFICATION.       

                Parent is a corporation duly organized, validly existing and
in good standing under the laws of Delaware and has all requisite corporate     
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted. Parent is duly qualified or licensed to do     
business and in good standing in each jurisdiction in which its property is     
owned, leased or operated or the nature of its business makes such qualification
or licensing necessary, except where the failure to be so duly qualified or     
licensed and in good standing would not in the aggregate have a material adverse
effect on Parent. The Buyer is a corporation duly organized, validly existing   
and in good standing under the laws of New York.                                

6.2 AUTHORITY.                                      

                 (a) Parent has all requisite corporate power and authority to
enter into this Agreement and to consummate the transactions contemplated       
hereby. Parent has all requisite corporate power and authority to enter into the
Related Agreements to which it is a party, and to consummate the transactions   
contemplated thereby. The execution and delivery of this Agreement and the      
Related Agreements to which it is a party and the consummation of the           
transactions contemplated hereby and thereby have been duly authorized by all   
necessary corporate action on the part of Parent. This Agreement has been duly  
executed and delivered by Parent. This Agreement does, and, when executed and   
delivered by Parent, the Related Agreements to which it is a party will,        
constitute legal, valid and binding obligations of Parent, enforceable against  
Parent in accordance with its respective terms, except to the extent            
enforceability may be limited by bankruptcy, insolvency, reorganization,        
moratorium or other similar laws affecting the enforceability of creditors'     
rights in general and subject to general principles of equity (regardless of    
whether enforceability is considered in a proceeding in equity or at law).      

                 (b) The Buyer has all requisite corporate power and authority
to enter into this Agreement and the Related Agreements to which it is a party  
and to consummate the transactions contemplated hereby and thereby. The         
execution and delivery of this Agreement and the Related Agreements to which it 
is a party and the consummation of the transactions contemplated hereby and     
thereby have been duly authorized by all necessary corporate action on the part 
of the Buyer. This Agreement has been duly executed and delivered by the Buyer. 
This Agreement does, and, when executed and delivered by the Buyer, the Related 
Agreements to which it is a party will, constitute legal, valid and binding     
obligations of the Buyer, enforceable against the Buyer in accordance with its  
terms, except to the extent enforceability may be limited by bankruptcy,        

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insolvency, reorganization, moratorium or other similar laws affecting the      
enforceability of creditors' rights in general and subject to general principles
of equity (regardless of whether enforceability is considered in a proceeding in
equity or at law).                                                              

6.3 CAPITALIZATION.                                 

                 The authorized capital stock of Parent consists of 22,500,000
shares consisting of 17,500,000 shares of common stock and 5,000,000 shares of  
preferred stock. As of the date hereof, 2,500,000 shares of Common Stock are    
issued and outstanding, 1,012,500 shares of Common Stock are reserved for       
issuance pursuant to options granted or to be granted under Parent's stock      
option plans, 24,500 shares of Common Stock are held in treasury, 893,333 shares
are reserved for issuance pursuant to outstanding warrants to purchase Common   
Stock, 2,695,208 shares of Common Stock are reserved for issuance pursuant to   
outstanding shares of convertible preferred stock and 20,000 shares of Preferred
Stock are issued and outstanding, and there are no other shares of capital stock
of Parent authorized, issued or outstanding, except as otherwise set forth in   
this Agreement and the transactions contemplated hereby or as otherwise set     
forth in the Parent's SEC Reports.                                              

6.4 VALIDITY; ISSUANCE OF SHARES.                   

          The shares of Common Stock being issued as part of the
Purchase Price and the Parent Shares have been duly authorized and, and upon    
issuance of the Parent Shares when issued in accordance with this Agreement (and
in the case of the shares issuable upon exercise of the Parent Warrant, in      
accordance with the terms thereof), will be validly issued, fully paid and      
non-assessable. Parent shall reserve a sufficient number of shares of Common    
Stock, Preferred Series F Stock and Parent Shares at or prior to delivery of the
Purchase Price.                                                                 

6.5 CONSENTS AND APPROVALS; NO VIOLATION.           

               (a) Neither the execution and delivery of this Agreement or
the Related Agreements, nor the consummation of the transactions contemplated   
hereby or thereby, nor compliance by Parent with any of the provisions hereof or
thereof will (i) conflict with or result in a breach of the certificate of      
incorporation or by-laws or other constitutive documents of Parent, (ii)        
conflict with or result (with or without notice or lapse of time or both) in a  
default (or give rise to any right of reimbursement, termination, cancellation, 
modification or acceleration) under any of the provisions of any material note, 
bond, lease, mortgage, indenture, license, franchise, permit agreement or other 
instrument or obligation to which Parent is a party, or by which Parent or its  
properties or assets may be bound or affected, except for such conflict, breach 
or default as to which requisite waivers or consents are described in Section   
6.5 of the disclosure schedule delivered to the Company prior to the date of    
this Agreement (the "Buyer Disclosure Schedule") and are required to be obtained
prior to Closing or would otherwise not have a Material Adverse Effect on       
Parent, or (iii) violate any Law or Order applicable to Parent or its properties
or assets; or (iv) result in the creation or imposition of any material Lien    
upon any property or assets used in Parent's business. Except as set forth in   
Section 6.5 of the Buyer Disclosure Schedule, no consent or approval by, or any 
notification of or filing with, or other action of any Person (governmental or  
private) that has not been obtained is required in connection with the          
execution, delivery and performance by Parent of this Agreement or the Related  
Agreements. There is no Proceeding pending or, to the knowledge of Parent,      
threatened                                                                      

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against Parent or the Buyer that seeks to prevent the consummation of the       
transactions contemplated herein or in any Related Agreement to which Parent is 
a party.                                                                        

               (b) Neither the execution and delivery of this Agreement or
any of the Related Agreements to which it is a party, nor the consummation of   
the transactions contemplated hereby or thereby nor compliance by the Buyer with
any of the provisions hereof or thereof will (i) conflict with or result in a   
breach of the certificate of incorporation or by-laws or other constitutive     
documents of the Buyer or (ii) violate any Law or Order applicable to the Buyer 
or the properties or assets of the Buyer that would prevent or materially impair
the consummation of the transactions contemplated hereby or thereby.            

6.6 BROKERS OR FINDERS.                           

                  Neither Parent nor the Buyer will have any obligation to pay
any broker's, finder's, investment banker's, intermediary's, financial advisor's
or similar fee in connection with this Agreement or the transactions            
contemplated herein by reason of any action taken by or on behalf of Parent or  
the Buyer.                                                                      

6.7 PUBLIC REPORTS.                               

                 Parent has and, as of the Closing Date will have, filed all
required forms, reports and documents with the SEC since July 1, 2000           
(collectively, the "Parent's SEC Reports") all of which have and shall have     
complied in all material respects with all applicable requirements of the       
Securities Act and the Exchange Act, and Parent is current in all of its        
required filings under the Exchange Act.                                        

6.8 DISCLOSURE.                                   

          The representations and warranties by Parent in this
Agreement and the Related Agreements and the statements contained in the Buyer  
Disclosure Schedule or any other schedules, certificates, documents, exhibits   
and agreements referred to herein or otherwise furnished or to be furnished by  
Parent to the Company pursuant to this Agreement or in connection with the      
transactions contemplated hereby do not and will not contain any untrue         
statement of a material fact and do not and will not omit to state any material 
fact necessary to make the statements herein or therein not misleading.         

6.9 LINE OF CREDIT.                                 

              Nothing has come to the Parent's or Buyer's attention that
would cause the credit agreement with Connecticut Bank of Commerce dated May 24,
2001, as amended by First Amendment to the Credit Agreement, dated August 16,   
2001, not to be in full force and effect in accordance with the terms and       
conditions therein.                                                             

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 ARTICLE VII

 COVENANTS

7.1   CERTAIN GUARANTEES.                               

              Parent and Buyer shall indemnify Kim Foglia, Steve Platti,
David Kimbell and Sheinwald with respect to their personal guarantees of        
equipment leases which comprise the Assumed Liabilities and are set forth in    
Section 7.1 of the Disclosure Schedule.                                         

7.2 ACCOUNT RECEIVABLES.                            

               (a) The Company and/or Sheinwald shall promptly endorse all
checks received by the Company for any payment made in connection with an       
Acquired Asset, including, without limitation, account receivables, to the order
of the Buyer, or as otherwise directed by the Buyer in writing. The Company     
shall give an officer of the Buyer or Parent power of attorney to endorse such  
checks promptly upon request of the Buyer.                                      

          (b) Parent and Buyer grant the Company a royalty free,
non-exclusive, limited use license to use the name "Galt Corporation" for the   
purpose of collecting receivables of the Company and winding down the Company's 
business. The Buyer or Parent shall promptly endorse all checks received by the 
Parent or Buyer for any payment made in connection with the Excluded Assets,    
including, without limitation, account receivables, to the order of the Company,
or as otherwise directed by the Company or Sheinwald in writing, promptly upon  
request of the Company.                                                         

7.3 CONSENTS.                                       

             THE COMPANY AND SHEINWALD SHALL USE THEIR REASONABLE BEST
EFFORTS TO OBTAIN ALL CONSENTS THAT ARE REQUIRED BY ANY ASSUMED CONTRACT BETWEEN
THE COMPANY AND ANY OF THE COMPANY'S CUSTOMERS IN CONNECTION WITH THE ASSIGNMENT
OF SUCH ASSUMED CONTRACT TO BUYER OR PARENT. THE COMPANY AND PRINCIPALS SHALL   
INDEMNIFY THE BUYER AND PARENT FOR ANY LOSS ARISING OUT OF THE FAILURE OF THE   
COMPANY OR SHEINWALD TO OBTAIN CONSENTS IN RESPECT OF THE ASSIGNMENT TO PARENT  
AND BUYER OF ANY ASSUMED CONTRACTS (WHETHER SUCH ASSUMED CONTRACT IS A CUSTOMER 
CONTRACT, EQUIPMENT LEASE OR OTHERWISE), PROVIDED THAT THE PARENT AND BUYER HAVE
PERFORMED ALL OBLIGATIONS ASSUMED UNDER SUCH ASSUMED CONTRACT AFTER THE CLOSING.

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ARTICLE VIII

CLOSING CONDITIONS

              8.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND THE BUYER.

                 The obligation of Parent and the Buyer under this Agreement
to consummate the purchase of the Acquired Assets on the Closing Date shall be  
subject to the satisfaction, at or prior to the Closing Date, of all of the     
following conditions, any one or more of which may be waived by the Parent and  
the Buyer in their sole discretion:                                             

                  (a) WARRANTIES ACCURATE. The representations and warranties of
the Company and the Principals contained in this Agreement and the Related      
Agreements which are qualified as to materiality shall be true and correct in   
all respects, and those not so qualified shall be true and correct in all       
material respects, as of the date of this Agreement and as of the Closing Date  
with the same force and effect as though made on and as of the Closing Date.    

           (b) PERFORMANCE BY THE COMPANY AND THE PRINCIPALS . The
Company and the Principals shall have performed and complied in all material    
respects with all covenants and agreements required to be performed or complied 
with by the Company and the Principals hereunder or in the Related Agreements on
or prior to the Closing Date.                                                   

              (c) CONSENTS. All consents, approvals, filings and notices
required in connection with the transactions contemplated hereby and the sale   
and transfer of the Acquired Assets and Assumed Liabilities at the Closing      
(including, but not limited to, those set forth on Schedules 5.4 and 6.5) shall 
have been duly obtained, made or given and shall be in full force and effect,   
without the imposition upon Parent or the Buyer of any material condition,      
restriction or required undertaking.                                            

               (d) CERTIFICATE. Parent and Buyer shall have received (i) a
certificate, dated the Closing Date, signed by an officer of the Company to the 
effect that the conditions set forth in Sections 8.1(a), (b) and (c) have been  
satisfied and (ii) an incumbency certificate, dated the Closing Date, signed by 
the secretary of the Company certifying to the Certificate of Incorporation,    
by-laws and resolutions of the Company and its shareholders.                    

                  (e) STOCKHOLDER APPROVAL. Stockholders representing a majority
of the issued and outstanding Company Common Stock and any other Person         
necessary in order to consummate the transactions contemplated hereby shall have
approved and adopted this Agreement and the transactions contemplated by this   
Agreement and all requisite resolutions and consents shall have been adopted and
delivered to Parent and the Buyer.                                              

                  (g) ADDITIONAL DOCUMENTS, ETC. There shall have been delivered
to Parent and the Buyer each other agreement, document, certificate and other   
items as is reasonably necessary to effectuate the transactions contemplated    
hereby.                                                                         

                (j) TRANSFER TAXES. The Company and Principals shall pay all
required transfer taxes, stamp duties and similar assessments and taxes in      
connection with the sale and transfer of the Shares and the Preferred Stock as  
contemplated herein, if any.                                                    

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8.2 BOOKS AND RECORDS.                            

                  All files, documents, instruments, papers, books and records
relating to the Business or the Acquired Assets including financial statements, 
tax returns and related work papers and letters from accountants, budgets,      
pricing guidelines, ledgers, journals, deeds, title policies, minute books,     
stock certificates and books, corporate seals, stock transfer ledgers,          
contracts, licenses, customer lists, computer files and programs, retrieval     
programs, operating data and plans and environmental studies and plans          
(collectively, the "Books and Records") shall be delivered to Parent or the     
Buyer on or prior to the Closing Date.                                          

            8.3 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE
PRINCIPALS.                                                                     

                  The obligations of the Company and the Principals under this
Agreement to consummate the transactions contemplated hereby on the Closing Date
shall be subject to the satisfaction, at or prior to the Closing Date, of all of
the following conditions, any one or more of which may be waived by the Company 
and the Principals in their sole discretion:                                    

                  (a) Warranties Accurate. The representations and warranties of
the Parent and the Buyer contained in this Agreement and the Related Agreements 
which are qualified as to materiality shall be true and correct in all respects,
and those not so qualified shall be true and correct in all material respects,  
as of the date of this Agreement and as of the Closing Date with the same force 
and effect as though made on and as of the Closing Date.                        

                 (b) PERFORMANCE BY PURCHASER. Parent and the Buyer shall have
performed and complied in all material respects with all covenants and          
agreements required to be performed or complied with by Parent and the Buyer    
hereunder on or prior to the Closing Date.                                      

              (c) CONSENTS. All Consents set forth on Schedule 6.5 shall
have been duly obtained, made or given and shall be in full force and effect.   

        (d) CERTIFICATE. The company shall have received (i)
certificates, dated the closing date, signed by an officer of the parent and    
buyer to the effect that the conditions set forth in sections 8.2(a), (b) and   
(c) have been satisfied and (ii) incumbency certificates, dated the closing     
date, signed by the secretary or assistant secretary of the parent and buyer.   

                (e) FLEET BANK GUARANTEE. Parent and the Buyer shall provide
evidence reasonably acceptable to the Company and the Principals that the       
guaranty by Kim Foglia of the approximately $130,000 Fleet Bank credit line is  
being paid within three business days of the Closing.                           

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ARTICLE IX

INDEMNIFICATION AND SURVIVAL

9.1 INDEMNIFICATION.                                

                  (a) The Company and the Principals shall jointly and severally
indemnify the Buyer, Parent and their respective officers, directors,           
stockholders, employees, agents and Affiliates (the "Buyer Parties") and hold   
each of them harmless from and against any Loss suffered, incurred or sustained 
by any of them or to which any of them becomes subject, resulting from, arising 
out of or relating to (i) any inaccuracy in or breach of any representation or  
warranty or failure to perform any covenant or agreement to be performed on or  
before the Closing Date on the part of the Company or the Principals contained  
in this Agreement or the Related Agreements; (ii) any intentional tort,         
including without limitation, fraud (including fraud in the inducement), willful
misconduct or bad faith by the Company or the Principals or any executive       
officer, director, stockholder or employee of the Company in connection with    
this Agreement, the Related Agreements or the transactions contemplated hereby  
or thereby; (iii) the assertion against the Parent, the Buyer, the Business, the
Acquired Assets, or the Assumed Liabilities, of any liability or obligation of  
the Company or its respective Affiliates or relating to the Company's           
operations, businesses or other activities of any kind or nature prior to the   
Closing Date that have not been expressly assumed by Parent or the Buyer under  
this Agreement; and (iv) any and all actions, suits, Proceedings, demands,      
judgments, costs and legal and reasonable other expenses incident to any of the 
matters referred to in clauses (i), (ii) and (iii) of this Section 9.l (a). Once
it is determined there is such an indemnifiable event, the amount of the Loss   
shall be determined without giving effect to any "Material Adverse Effect"      
qualification or any other materiality, dollar limit or similar qualification   
contained in the representation, warranty, covenant or agreement.               

                 (b) Each of Parent and the Buyer hereby indemnifies and holds
harmless the Company and the Principals from and against any Loss suffered,     
incurred or sustained by any of them or to which any of them becomes subject,   
resulting from, arising out of or relating to (i) any inaccuracy in or breach   
of, or any alleged inaccuracy or alleged breach of any representation or        
warranty or failure to perform any covenant or agreement to be performed on or  
before the Closing Date on the part of the Buyer or Parent contained in this    
Agreement or the Related Agreements to which the Buyer or Parent is a party;    
(ii) any intentional tort, including without limitation, fraud (including fraud 
in the inducement), willful misconduct or bad faith by any of the Buyer Parties 
in connection with this Agreement, the Related Agreements or the transactions   
contemplated hereby or thereby; and (iii) any and all actions, suits,           
Proceedings, demands, judgments, costs and legal and reasonable other expenses  
incident to any of the matters referred to in clauses (i) and (ii) of this      
Section 9.1(b). Once it is determined there is such an indemnifiable event, the 
amount of the Loss shall be determined without giving effect to any "Material   
Adverse Effect" qualification or any other materiality, dollar limit or similar 
qualification contained in the representation, warranty, covenant or agreement. 

           (c) All claims for indemnification by any party seeking
indemnity under this Agreement (an "Indemnified Party") will be asserted and    
resolved as follows:                                                            

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                         (i) In the event any claim or demand, in respect of
              which an Indemnified Party might seek indemnity under this
                 Agreement, is asserted against or sought to be collected from
                  such Indemnified Party by a Person other than a Buyer Party or
         the Company or a Principal or any of their respective
             Affiliates (a "Third Party Claim"), the Indemnified Party
             shall deliver a notice (a "Claim Notice") with reasonable
              promptness to the party from whom the Indemnified Party is
             seeking indemnification (the "Indemnifying Party"), which
                 Claim Notice shall provide reasonable detail relating to such
               Third Party Claim, including the amount of Loss claimed, to
               the extent known. If the Indemnified Party fails to provide
         the Claim Notice with reasonable promptness after the
                Indemnified Party receives notice of such Third Party Claim,
                  the Indemnifying Party shall not be obligated to indemnify the
                 Indemnified Party with respect to such Third Party Claim only
               to the extent that the Indemnifying Party demonstrates that
         its ability to defend such Third Party Claim has been
             irreparably prejudiced by such failure of the Indemnified
              Party. The Indemnifying Party shall notify the Indemnified
          Party as soon as practicable within the Dispute Period
               (defined below) whether the Indemnifying Party disputes its
       liability to the Indemnified Party, and whether the
                Indemnifying Party desires, at its sole cost and expense, to
                defend the Indemnified Party against such Third Party Claim.
              "Dispute Period" means the period ending 30 days following
                receipt by an Indemnifying Party of either a Claim Notice or
 an Indemnity Notice (as hereinafter defined).

                 (ii) If the Indemnifying Party notifies the
        Indemnified Party within the Dispute Period that the
              Indemnifying Party desires to defend the Indemnified Party
                  with respect to the Third Party Claim pursuant to this Section
            9.1, then the Indemnifying Party shall have the right to
       defend, with counsel reasonably satisfactory to the
          Indemnified Party, at the sole cost and expense of the
                 Indemnifying Party, such Third Party Claim by all appropriate
         proceedings, which proceedings must be vigorously and
              diligently prosecuted by the Indemnifying Party to a final
         conclusion or may be settled at the discretion of the
                Indemnifying Party; provided, however, that the Indemnifying
                 Party shall not be permitted to effect any settlement without
                  the written consent (which shall not be unreasonably withheld)
                of the Indemnified Party unless (A) the sole relief provided
               in connection with such settlement is monetary damages that
        are paid in full by the Indemnifying Party, (B) such
                  settlement involves no finding or admission of any wrongdoing,
                violation or breach by any Indemnified Party of any right of
           any other Person or any Laws, Contracts or Governmental
               Permits, and (C) such settlement has no effect on any other
         claims that may be made against or liabilities of any
             Indemnified Party. The Indemnifying Party shall have full
          control of such defense and proceedings, including any
               compromise or settlement thereof (except as provided in the
                preceding sentence); provided, however, that the Indemnified
                 Party may, at its sole cost and expense, at any time prior to
                  the Indemnifying Party's delivery of the notice referred to in
            the first sentence of this clause (ii), file any motion,
               answer or other pleadings or take any other action that the
            Indemnified Party reasonably believes to be necessary or
               appropriate to protect its interests; and provided further,
                that if requested by the Indemnifying Party, the Indemnified
                 Party shall, at the sole cost and expense of the Indemnifying
             Party, provide reasonable cooperation to the Indemnifying
      Party in contesting any Third Party Claim that the
               Indemnifying Party elects to contest. The Indemnified Party
                  may participate in, but not control, any defense or settlement
of any Third Party Claim                    

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                controlled by the Indemnifying Party pursuant to this clause
              (ii) and, except as provided in the first sentence of this
                 clause (ii) and the preceding sentence, the Indemnified Party
             will bear its own costs and expenses with respect to such
                 participation. Notwithstanding the foregoing, the Indemnified
                Party may take over the control of the defense or settlement
               of a Third Party Claim at any time if it irrevocably waives
                  its right to indemnity with respect to such Third Party Claim.

                         (iii) If the Indemnifying Party fails to notify the
        Indemnified Party within the Dispute Period that the
              Indemnifying Party desires to defend the Third Party Claim
               pursuant to Section 9.1(c)(ii) or if the Indemnifying Party
           gives such notice but fails to prosecute vigorously and
               diligently or settle the Third Party Claim (in each case in
        accordance with Section 9.1(c)(ii) above), or if the
                 Indemnifying Party fails to give any notice whatsoever within
                the Dispute Period, then the Indemnified Party will have the
        right to defend, at the sole cost and expense of the
                Indemnifying Party, the Third Party Claim by all appropriate
            proceedings, which proceedings will be prosecuted by the
                 Indemnified Party in a reasonable manner and in good faith or
              will be settled at the discretion of the Indemnified Party
              (with the consent of the Indemnifying Party, which consent
                  will not be unreasonably withheld). Subject to the immediately
            preceding sentence, the Indemnified Party will have full
          control of such defense and proceedings, including any
                compromise or settlement thereof; provided, however, that if
              requested by the Indemnified Party, the Indemnifying Party
                 will, at the sole cost and expense of the Indemnifying Party,
               provide reasonable cooperation to the Indemnified Party and
             its counsel in contesting any Third Party Claim which the
               Indemnified Party is contesting. The Indemnifying Party may
              participate in, but not control, any defense or settlement
               controlled by the Indemnified Party pursuant to this clause
                 (iii), and the Indemnifying Party will bear its own costs and
expenses with respect to such participation.

                 (iv) If the Indemnifying Party notifies the
               Indemnified Party that it does not dispute its liability to
                the Indemnified Party with respect to a Third Party Claim or
            fails to notify the Indemnified Party within the Dispute
                Period whether the Indemnifying Party disputes its liability
             to the Indemnified Party with respect to such Third Party
               Claim, the Loss in the amount specified in the Claim Notice
               will be conclusively deemed a liability of the Indemnifying
                  Party, and the Indemnifying Party shall pay the amount of such
                Loss to the Indemnified Party on demand. If the Indemnifying
                Party has timely disputed its liability with respect to such
            claim, the Indemnifying Party and Indemnified Party will
           proceed in good faith to negotiate a resolution of such
                dispute, and if not resolved through negotiations within the
        Resolution Period, such dispute shall be resolved by
                litigation in a court of competent jurisdiction. "Resolution
                Period" means the period ending 30 days following expiration
of the Dispute Period.                      

                          (v) In the event any Indemnified Party should have a
                  claim under this Agreement against any Indemnifying Party that
               does not involve a Third Party Claim, the Indemnified Party
                  shall deliver a notice (an "Indemnity Notice") with reasonable
                promptness to the Indemnifying Party, which Indemnity Notice
           shall provide reasonable detail relating to such claim,
                 including the amount of Loss claimed, to the extent known. If
               the Indemnified Party fails to provide the Indemnity Notice
                with reasonable promptness, the Indemnifying Party shall not
be obligated to indemnify the Indemnified   

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               Party with respect to such claim only to the extent that an
                Indemnifying Party demonstrates that it has been irreparably
               prejudiced by such failure of the Indemnified Party. If the
                  Indemnifying Party notifies the Indemnified Party that it does
               not dispute the claim described in such Indemnity Notice or
            fails to notify the Indemnified Party within the Dispute
            Period whether the Indemnifying Party disputes the claim
              described in such Indemnity Notice, the Loss in the amount
                 specified in the Indemnity Notice will be conclusively deemed
               a liability of the Indemnifying Party, and the Indemnifying
              Party shall pay the amount of such Loss to the Indemnified
                  Party on demand. If the Indemnifying Party has timely disputed
              its liability with respect to such claim, the Indemnifying
                 Party and the Indemnified Party will proceed in good faith to
               negotiate a resolution of such dispute, and if not resolved
           through negotiations within the Resolution Period, such
         dispute shall be resolved by litigation in a court of
competent jurisdiction.                     

                  (d) Any indemnity payment, including any payments made through
cancellation of the shares of Common Stock as set forth in Section 9.3 will be  
treated for tax purposes as an adjustment to the Purchase Price.                

9.2 SURVIVAL PERIODS.                               

                 (a) All representations and warranties of the Company and the
Principals contained in this Agreement, the Disclosure Schedule, the Related    
Agreements or any certificate or document delivered in connection herewith or   
therewith shall survive the Closing and shall remain in full force and effect   
for 12 months after the Closing Date (such 12 -month anniversary to the Closing 
Date being referred to as the "Expiration Date") and shall apply beyond such 12 
month period with respect to claims asserted in writing within such 12 month    
period; provided, however, that those representations and warranties which      
relate to taxes, benefit plans, environmental liabilities and Intellectual      
Property Rights shall survive until 90 days beyond all applicable statutes of   
limitations have expired and shall apply beyond such period with respect to     
claims asserted in writing during such period. Except as otherwise provided, the
covenants and agreements of the parties hereto shall survive the Closing. Rights
of an Indemnified Party to indemnification shall not be limited or affected in  
any way by any pre-Closing investigation by such Indemnified Party or by such   
Indemnified Party's actual knowledge of any inaccuracy of the representations   
and warranties.                                                                 

                  (b) All representations and warranties of Parent and the Buyer
contained in this Agreement, the Buyer Disclosure Schedule, the Related         
Agreements or any certificate or document delivered in connection herewith or   
therewith shall survive the Closing and shall remain in full force and effect   
for a period of twelve months after the Closing Date and any claims in respect  
thereof, whether made by the Company or a Principal or any current or former    
holder of the capital stock of the Company or any of its subsidiaries, shall be 
limited to an amount in the aggregate not in excess of $150,000.                

9.3 CANCELLATION OF SHARES                          

The Warrants representing a portion of the Purchase Price are subject to        
cancellation by Parent (without any additional action on the part of the holders
of such shares) to the extent that any claims by any Buyer Party with respect to
the indemnification obligations of the Companyand the Principals hereunder. The 
value of such Escrow Amount with respect to payment of any                      

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indemnity obligation shall be based on the fair market value of the Warrants as 
of the date of the settlement of the claim for the indemnification.             
Notwithstanding the foregoing, cancellation of such shares of Company Common    
Stock as provided for hereunder shall not relieve the Company or Principals of  
their indemnification obligations and any Buyer Party may enforce its rights and
seek all remedies available to it in lieu of or in addition to those set forth  
in this Section 9.3.                                                            

9.4 LIMITATION OF LIABILITY.                        

                  (a) Notwithstanding anything to the contrary contained herein,
except with respect to payment of Taxes and liability of the Buyer under Bulk   
Sales Laws, the Company and Principals shall have no liability, with respect to 
Losses, in excess of the Purchase Price.                                        

               (b) Except as provided in Sections 5.8 and 5.11, Parent and
Buyer shall not make any Claim unless and until the aggregate indemnified Losses
under this Agreement exceed $100,000, in which event, recovery for such Losses  
shall be available for the entire amount of all such Losses, including those    
below the aggregate of $100,000.                                                

 ARTICLE X

 GENERAL

10.1 EXPENSES.                                      

                Except as otherwise provided by this Agreement, each party
shall bear and pay its own expenses incurred in connection with the transactions
referred to in this Agreement.                                                  

10.2 NOTICES.                                       

             Any notices required or permitted to be sent to a party
hereunder shall be delivered personally or mailed, certified mail, return       
receipt requested, delivered by overnight courier service, or by telecopy to the
following addresses, or such other address as such party hereto designates by   
written notice given to the other party, and shall be deemed to have been       
delivered five business days after mailing, if mailed, or four business days    
after delivery to the courier, if delivered by overnight courier services or if 
by telecopy, on the date set forth on the confirmation:                         

If to any                                                       
of the Principals or the                                        
Company to:                   c/o Galt Corporation              
                  1660 Walt Whitman Road
                    Melville, New York 11747
                     Attention: Alan Sheinwald
                         Facsimile No.: (631) 756-0789

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copy to:                                      
                                  Westerman Ball Ederer Miller & Sharfstein, LLP
        600 Old Country Road
               Garden City, New York 11530
                   Attention: Alan C. Ederer, Esq.
                  Facsimile No. : (516) 977-3056
If to Parent or                                                 
the Buyer to:             c/o 5B Technologies Corporation       
           100 Sunnyside Boulevard
      Woodbury, NY 11797
                 Attention: Glenn Nortman, CEO
                 Facsimile No.: (516) 677-6111

copy to:         Herzfeld & Rubin             
  40 Wall Street
       New York, NY  10005
                   Attention:  Robert Newman, Esq.
                  Facsimile No.: (212)  344-3333

10.3 ENTIRE AGREEMENT; HEADINGS; COUNTERPARTS.        

             This Agreement and the Related Agreements constitutes the
entire understanding and agreement between the parties with respect to the      
transactions contemplated herein, and supersedes any and all prior or           
contemporaneous, oral or written, communications with respect to the subject    
matter hereof, all of which are merged herein. The section headings contained   
herein shall in no way limit, extend, or interpret the scope or language of this
Agreement or of any particular section and are intended only for convenience of 
reference. This Agreement may be executed in two or more counterparts, each of  
which shall be deemed an original, but all of which together shall constitute   
one and the same instrument, without necessity of production of the others. Such
counterparts may be delivered to the other parties hereto by facsimile and such 
delivery shall be deemed a delivery of an executed original.                    

10.4 AMENDMENT; WAIVER.                             

              This Agreement cannot be modified, amended or in any way
altered except by written document executed by each of the parties hereto. No   
waiver of any provision of this Agreement, or of any rights or obligations of   
any party hereunder, shall be effective unless in writing and executed by the   
party waiving compliance, and such waiver shall be effective only in the        
specific instance, and for the specific purpose, stated in such writing. No     
waiver of any breach of, or default under, any provision of this Agreement shall
be deemed a waiver of any other provision, or of any subsequent breach or       
default of the same provision, of this Agreement.                               

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10.5 SEVERABILITY.                                    

                  If any provision of this Agreement is determined to be invalid
or unenforceable, that provision shall be deemed stricken and the remainder of  
the Agreement shall continue in full force and effect, insofar as it remains a  
workable instrument to accomplish the intent and purposes of the parties. The   
parties further agree to replace the severed provision with the provision that  
will come closest to reflecting the intention of the parties underlying the     
severed provision but that will be valid, legal and enforceable.                

10.6 PARTIES IN INTEREST; ASSIGNMENT.                 

                This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns;     
provided, however, that neither party may assign by operation of law or         
otherwise to any third party, any right or obligation set forth in this         
Agreement without the prior written consent of the other party. Nothing in this 
Agreement, express or implied, is intended to confer upon any person other than 
the parties hereto any rights or remedies under or by reason of this Agreement. 

10.7 APPLICABLE LAW.                                  

         (a) This Agreement and the performance of the parties
hereunder shall be governed and construed in accordance with the substantive    
laws of the State of New York without giving effect to the principles of        
conflicts of law thereof.                                                       

            (b) For the purpose of the serving of legal documents in
relation to litigation and arbitration, the parties choose domicile at the      
addresses mentioned in Section 10.2.                                            

           (c) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE
PARTIES WITH RESPECT TO THIS AGREEMENT OR ANY RELATED AGREEMENT, MAY BE BROUGHT 
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT. EACH PARTY ACCEPTS FOR ITSELF  
AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE       
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE    
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT AND ANY
RELATED AGREEMENT. THE COMPANY AND THE PRICIPALS DESIGNATE AND APPOINT WESTERMAN
BALL EDERER MILLER & SHARFSTEIN, LLP AND SUCH OTHER PERSONS AS MAY HEREAFTER BE 
SELECTED BY THEM IRREVOCABLY AGREEING IN WRITING TO SERVE, AS THEIR AGENT TO    
RECEIVE ON THEIR BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY  
SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THEM TO BE EFFECTIVE AND  
BINDING SERVICE IN EVERY RESPECT. THE PARENT AND BUYER DESIGNATE AND APPOINT    
LEONARD S. TEIBER AND SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY THEM   
IRREVOCABLY AGREEING IN WRITING TO SERVE, AS THEIR AGENT TO RECEIVE ON THEIR    
BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH  
SERVICE BEING HEREBY ACKNOWLEDGED BY THEM TO BE EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT. A COPY OF SUCH                                                   

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PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES AT THEIR    
ADDRESS PROVIDED IN SECTION 10.2, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY      
APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF  
SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE,
SUCH PARTY HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE          
SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.                                                  

                  (d) EACH OF THE PARTIES HEREBY WAIVES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO,
IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT, OR 
THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.    
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO CLAIM  
MAY BE MADE BY ANY OF THE PARTIES AGAINST ANOTHER PARTY FOR ANY LOST PROFITS OR 
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY BREACH OR      
WRONGFUL CONDUCT (OTHER THAN WILLFUL MISCONDUCT CONSTITUTING ACTUAL FRAUD) IN   
CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS       
CONTEMPLATED HEREUNDER OR UNDER ANY RELATED AGREEMENT OR ANY ACT, OMISSION OR   
EVENT OCCURRING IN CONNECTION THEREWITH; EACH OF THE PARTIES HEREBY WAIVES,     
RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES. EACH OF
THE COMPANY AND THE PRICIPALS AND THE COMPANY AGREES THAT THIS SECTION IS A     
SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT PARENT AND  
THE BUYER WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF  
THIS AGREEMENT.                                                                 

10.8 PUBLICITY.                                       

             The financial and business terms of this Agreement or the
Related Agreements shall not be disclosed to any third party or the public      
without the prior written consent of the other party; provided, however, that   
either party may disclose such information as required by law (including        
applicable securities laws), the rules of any applicable stock exchange, or     
court order or as necessary to enforce the terms of this Agreement. The         
foregoing shall not prohibit either party from disclosing this Agreement or its 
contents to its attorneys, accountants or other advisors.                       

10.9 BULK SALES COMPLIANCE.                           

              The Buyer hereby waives compliance by the Company with the
provisions of any applicable Bulk Sales Laws, in consideration whereof the      
Company and the Principals, jointly and severally, agree to pay and discharge   
when due all claims of creditors which could be asserted against the Buyer or   
Parent by reason of noncompliance under such laws to the extent that such       
liabilities are not assumed by the Buyer or Parent under this Agreement and to  
indemnify and hold Parent and the Buyer Parties harmless from and against any   
such claims pursuant to Article IX hereof.                                      

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

 5B TECHNOLOGIES CORPORATION

          By: ________________________________
Name: Glenn Nortman       
    Title: Chief Executive Officer

ABBY GARRETT & SETH, LTD  

          By: ________________________________
Name: Glenn Nortman       
Title: President          

GALT CORPORATION.         

          By: ________________________________
Name:                     
Title:                    

      --------------------------------
Alan Sheinwald            

      --------------------------------
Kenneth Greene            

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 TABLE OF CONTENTS

                                                                            Page

ARTICLE I  Definitions.........................................................1
         1.1      Definitions..................................................1

ARTICLE II  Sale and Purchase..................................................6
         2.1      Sale and Purchase of Acquired Assets.........................6
         2.2      Excluded Assets..............................................7
         2.3      Assumption of Liabilities....................................7
         2.4      Information and Records......................................9

ARTICLE III  Consideration.....................................................9
         3.1      Payment of Purchase Price....................................9
         3.2      Escrow.......................................................9
         3.3      Allocation of the Purchase Price.............................9

ARTICLE IV  Closing...........................................................10
         4.1      Closing.....................................................10
         4.2      Seller at Closing...........................................10
         4.3      Buyer at Closing............................................11
         4.4      Further Assurances..........................................11

ARTICLE V  Representations and Warranties of the COMPANY AND PRINCIPALS.......12
         5.1      Organization, Standing and Qualification; Subsidiaries......12
         5.2      Authority...................................................12
         5.3      Consents and Approvals; No Violation........................13
         5.4      Books and Records...........................................13
         5.5      Financial Statements; Certain Financial Information.........14
         5.6      Absence of Certain Changes or Events........................15
         5.7      Real Property...............................................16
         5.8      Leases......................................................16
         5.9      Title to Assets.............................................17
         5.10     Intellectual Property Rights................................17
         5.11     Contracts...................................................19
         5.12     Litigation..................................................20
         5.13     Insurance...................................................21
         5.14     Employee Benefit Plans......................................21
         5.15     Tax Matters.................................................23
         5.16     Environmental Matters.......................................25
         5.17     Labor Relations; Employees..................................26
         5.18     Compliance with Law.........................................27
         5.19     Government Permits..........................................28
         5.20     Brokers or Finders..........................................28
         5.21     Customers and Suppliers.....................................28

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         5.22     Accounts Receivable.........................................29
         5.23     Common Activities...........................................29
         5.24     Disclosure..................................................29
         5.25     Investment Representations..................................30

ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT............31
         6.1      Organization, Standing and Qualification....................31
         6.2      Authority...................................................31
         6.3      Capitalization..............................................32
         6.4      Validity; Issuance of Shares................................32
         6.5      Consents and Approvals; No Violation........................32
         6.6      Brokers or Finders..........................................33
         6.7      Public Reports..............................................33
         6.8      Disclosure..................................................33
         6.9      Line of Credit..............................................33

ARTICLE VII  COVENANTS........................................................34
         7.1      Certain Guarantees..........................................34

ARTICLE VIII  CLOSING CONDITIONS..............................................35
         8.1      Conditions Precedent to Obligations of Parent and the Buyer.35
         8.2      Books and Records...........................................36
8.3      Conditions Precedent to Obligations of the Company   
                  and the Principals..........................................36

ARTICLE IX  INDEMNIFICATION AND SURVIVAL......................................37
         9.1      Indemnification.............................................37
         9.2      Survival Periods............................................40
         9.3      Cancellation of Shares......................................40
         9.4      Limitation of Liability.....................................41

ARTICLE X  General............................................................41
         10.1     Expenses....................................................41
         10.2     Notices.....................................................41
         10.3     Entire Agreement; Headings; Counterparts....................42
         10.4     Amendment; Waiver...........................................42
         10.5     Severability................................................43
         10.6     Parties in Interest; Assignment.............................43
         10.7     Applicable Law..............................................43
         10.8     Publicity...................................................44
         10.9     Bulk Sales Compliance.......................................44

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		3/13/02
		9/30/01		3					10-Q,  NT 10-Q
		9/14/01		1		5
		8/16/01		39					8-K/A
		6/30/01		20		34			10-Q,  NT 10-Q
		5/24/01		9		39
		12/31/00		20		21			10-K,  10-K/A,  NT 10-K
		7/1/00		39
		12/31/99		20					10-K/A,  10-K405
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