Dimarco Stephen A – ‘SC 13D’ on 11/23/99 re: Precept Business Services Inc

On:  Tuesday, 11/23/99   ·   Accession #:  1005150-99-1067   ·   File #:  5-54547

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             63    251K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO.____)*

Precept Business Services, Inc. IRS Employer ID #75-2487353                     
--------------------------------------------------------------------            

(NAME OF ISSUER)
Class A Common Stock                                        
--------------------------------------------------------------------            

(TITLE OF CLASS OF SECURITIES)

PBSI-A-0419 through and including PSBT-A 0434                                   
--------------------------------------------------------------------            

(CUSIP NUMBER)

Stephen A. DiMarco, 3019 Gardens Boulevard, Naples, Florida 34105               
--------------------------------------------------------------------            

(NAME, ADDRESS,  AND TELEPHONE  NUMBER OF PERSON  AUTHORIZED TO               
 RECEIVE NOTICES AND COMMUNICATIONS)

July 7, 1999
--------------------------------------------------------------------            

(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 SS.  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check the
following box.                                                                  

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits.  See ss. 240-13d-7(b) for other
parties to whom copies are to be sent.                                          

* 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).                                                                         

CUSIP Nos. PSBI-A 0419 through and including PSBI-A 0434                        
-----------------------------------------------------------------------------   

1) Names of Reporting Persons I.R.S. Identification No.s of Above Persons     
                                                               (entities only)
Stephen A. DiMarco        SS # 046-72-3501                        
-----------------------------------------------------------------------------   

2) Check the Appropriate Box if a Member of a Group (See Instructions)        
(a)    N/A                                                      
         -----------------------------------------------------------------

(b)    N/A                                                      
         -----------------------------------------------------------------

3) SEC Use Only                                                               
              ------------------------------------------------------------

--------------------------------------------------------------------------------

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4) Source of Funds (See Instructions)                                         
                                    --------------------------------------

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

6) Citizenship or Place of Organization       United States of America        
                                        ------------------------------------

Number of     (7) Sole Voting Power  620,342                            
 Shares Bene-       --------------------------------------------------------
ficially      (8) Shared Voting Power N/A                               
 Owned by           --------------------------------------------------------
Each Report-    (9) Sole Dispositive Power 620,342                          
 ing Person         --------------------------------------------------------
With          (10) Shared Dispositive Power N/A                           
                    --------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 620,342      
                                                                ------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    
Instructions) N/A                                             
-----                             

13) Percent of Class represented by Amount in Row (11)  7.4%                  
                                                      ----------------------

14) Type of Reporting Person (See Instructions)  IN                           
                                             ---------------------------

 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------
 -----------------------------------------------------------------------

Instructions for Cover Page                                                     

(1) Names and I.R.S.  Identification  Numbers of Reporting Persons-- Furnish the
full legal name of each person for whom the report is  filed--i.e.,  each person
required to sign the schedule  itself--including  each member of a group. Do not
include the name of a person  required to be identified in the report but who is
not a reporting  person.  Reporting persons that are entities are also requested
to furnish  their I.R.S.  identification  numbers,  although  disclosure of such
numbers is voluntary,  not mandatory  (see "SPECIAL  INSTRUCTIONS  FOR COMPLYING
WITH SCHEDULE 13-D" BELOW).                                                     

(2) If any of the shares  beneficially owned by a reporting person are held as a
member of a group and the  membership  is expressly  affirmed,  please check row
2(a). If the  reporting  person  disclaims  membership in a group or describes a
relationship  with other  person but does not affirm the  existence  of a group,
please check row 2(b) [unless it is a joint filing pursuant to Rule 13-d-1(k)(l)
in which case it may not be necessary to check row 2(b)].                       

(3) The 3rd row is for SEC internal use; please leave blank.                    

(4)  Classify the source of funds or other  consideration  used or to be used in
making the purchases as required to be disclosed  pursuant to Item 3 of Schedule
13D and insert the appropriate  symbol (or symbols if more than one is necessary
in row (4):                                                                     

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SCHEDULE 13D

1.  SECURITY AND ISSUER                                                         

Class A Common Stock                                          

Precept Business Services, Inc.                               
1909 Woodall Rodgers Freeway, Suite 500                       
Dallas, TX 75201                                              

2.  IDENTITY AND BACKGROUND                                                     

(a) Stephen A. DiMarco, SS #046-72-3501                       
(b) 3019 Gardens Boulevard                                    
Naples, Florida 34105                                 
(c) Director, President                                       
Precept Transportation of New England, Inc.           
1909 Woodall Rodgers Freeway, Suite 500               
Dallas, TC 75201                                      
(d) Not Applicable                                            
(e) Not Applicable                                            
(f) Citizen of the United States of America                   

3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                           

         Stephen A. DiMarco acquired the securities pursuant to an Agreement and
         Plan of Merger by and among Precept Business  Services,  Inc.,  Precept
         Transportation of New England,  Inc.,  Ambassador  Limousine  Services,
         Inc., Ambassador  Transportation Services, Inc. and Stephen A. DiMarco.
         Stephen A. DiMarco was the sole  shareholder  of  Ambassador  Limousine
         Services,  Inc.  and  Ambassador   Transportation  Services,  Inc.  For
         purposes of the acquisition, the shares were valued at $6.21 per share,
or $3,852,323.82 in the aggregate.                            

4.  PURPOSE OF TRANSACTION                                                      

Acquisition of affiliated companies, as described in Item 3.  

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Schedule 13D                                                        
Precept Business Services, Inc.                                     
Stephen A. DiMarco                                                  
November 19, 1999                                                   
Page 2 of 5                                                         

5.  INTEREST IN SECURITIES OF THE ISSUER                                        

     (a)  (i)   620,342 shares of Class  A  Common  Stock  owned  by  Stephen A.
DiMarco                                         

   (ii)  8,400,000  shares  of Class A  Common  Stock  outstanding

(iii) DiMarco shares = 7.4%                                 

   (iv)  Stock Certificates: Cusip Number         Number of Shares
                            -------------         ----------------
                         PBSI-A 0419                53,709
                         PBSI-A 0420                75,000
                         PBSI-A 0421                75,000
                         PBSI-A 0422                75,000
                         PBSI-A 0423                75,000
                         PBSI-A 0424                50,000
                         PBSI-A 0425                50,000
                         PBSI-A 0426                50,000
                         PBSI-A 0427                50,000
                         PBSI-A 0428                10,000
                         PBSI-A 0429                10,000
                         PBSI-A 0430                10,000
                         PBSI-A 0431                10,000
                         PBSI-A 0432                10,000
                         PBSI-A 0433                10,000
                         PBSI-A 0434                 6,633
                          TOTAL:                   620,342
                          ======                   =======

(b)  Sole power to vote: All Sole power to dispose: All               

(c)  None                                                             

(d)  None                                                             

(e)  Not applicable                                                   

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

     Affiliate  Agreement by and among Precept Business Services,  Inc., Precept
     Transportation of New England,  Inc., Ambassador Limousine Services,  Inc.,
Ambassador Transportation Services, Inc. and Stephen A. DiMarco.      

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Schedule 13D                                                                  
Precept Business Services, Inc.                                               
Stephen A. DiMarco                                                            
November 19, 1999                                                             
Page 3 of 5                                                                   

7.   EXHIBITS                                                                   

     (a)  Agreement and Plan of Merger by and among Precept  Business  Services,
          Inc.,  Precept   Transportation  of  New  England,   Inc.,  Ambassador
          Limousine Services, Inc., Ambassador Transportation Services, Inc. and
Stephen A. DiMarco                                          

     (b)  Affiliate  Agreement by and among  Precept  Business  Services,  Inc.,
          Precept  Transportation  of New England,  Inc.,  Ambassador  Limousine
          Services,  Inc., Ambassador  Transportation Services, Inc. and Stephen
A. DiMarco.                                                 

            ----------------------------
  Stephen A. DiMarco
      President and Director
                         New England Transportation Services, Inc.

------------    
Date            

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 FORM TH

SECURITY AND ISSUER                                                             

Class A Common Stock                                                  

Precept Business  Services,  Inc.                                     
1909 Woodall Rodgers  Freeway,  Suite 500                             
Dallas, TX 75201                                                      

IDENTITY AND BACKGROUND OF FILER                                                

Stephen A. DiMarco, SS #046-72-3501                                   
3019 Gardens Boulevard                                                
Naples, Florida 34105                                                 
Director, President                                                   
Precept  Transportation of New England, Inc.                          
1909 Woodall Rodgers Freeway, Suite 500                               
Dallas, TC 75201                                                      

Filed by: Updike, Kelly & Spellacy,  P.C.                             
One State Street, P.O. Box 231277                 
Hartford, CT 06123-1277                           
Attn: Jane Harrison, Esq.                         

PART II TO FORM TH                                                              

     1.  Updike,  Kelly &  Spellacy  does not yet have EDGAR  electronic  filing
capabilities.  The firm is currently in the process of  installing  and learning
how to use the EDGAR electronic filing software.                                

     2.  Neither  Updike,  Kelly & Spellacy nor Stephen A. DiMarco has filed any
documents electronically with the SEC.                                          

     3.  Updike, Kelly & Spellacy is currently has located an outside  source to
file the Form 13D  electronically and will file the form  electronically  within
six (6) business days of making this paper filing.                              

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     IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS FORM 13D ID BEING FILED
IN PAPER PURSUANT TO A TEMPORARY HARDSHIP EXEMPTION.                  

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                                                                       EXHIBIT A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

PRECEPT BUSINESS SERVICES, INC.,
A TEXAS CORPORATION,

 AND

PRECEPT TRANSPORTATION OF NEW ENGLAND, INC.,
A TEXAS CORPORATION,

 AND

AMBASSADOR LIMOUSINE SERVICES, INC.,
A CONNECTICUT CORPORATION,

 AND

 AMBASSADOR TRANSPORTATION SERVICES, INC.,
A CONNECTICUT CORPORATION,

 AND

 STEPHEN A. DIMARCO,
 SHAREHOLDER

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 TABLE OF CONTENTS

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ARTICLE I.  DEFINITIONS...........................................................................................1

ARTICLE II.  THE MERGER, EFFECTIVE TIME, EXCHANGE AMOUNT..........................................................6

         2.1      The Merger......................................................................................6
         2.2      Effect of the Merger............................................................................6
         2.3      Consummation of the Merger......................................................................6
         2.4      Articles of Incorporation; Bylaws; Directors and Officers.......................................7
         2.5      Aggregate Merger Consideration; Conversion of Securities........................................7
         2.6      Contingent Merger Consideration.................................................................8
         2.7      Certain Changes in Stock Price After Closing...................................................10
         2.8      Registration of Precept Common Stock and Limitation on Shareholder Resales.....................11
         2.9      Excluded Assets................................................................................12
         2.10     Repayment of Shareholder Loans.................................................................13

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDER................................13

         3.1      Organization...................................................................................13
         3.2      Authority......................................................................................13
         3.3      Minute Books...................................................................................14
         3.4      Capitalization.................................................................................14
         3.5      Title to the Shares............................................................................14
         3.6      No Violation...................................................................................14
         3.7      Governmental Consents..........................................................................15
         3.8      Financial Statements...........................................................................15
         3.9      Capitalization.................................................................................15
         3.10     Absence of Undisclosed Liabilities.............................................................16
         3.11     Absence of Material Adverse Change.............................................................16
         3.12     Taxes..........................................................................................16
         3.13     Litigation.....................................................................................18
         3.14     Compliance with Laws and Regulations...........................................................18
         3.15     Permits........................................................................................18
         3.16     Employee Matters...............................................................................18
         3.17     Employee Benefit Plans.........................................................................19
         3.18     Title to Assets................................................................................21
         3.19     Condition of Properties........................................................................21
         3.20     Material Agreements............................................................................22
         3.21     Customers......................................................................................22
         3.22     Intellectual Property Rights...................................................................23
         3.23     Subsidiaries and Investments...................................................................23
         3.24     Competing Interests............................................................................23

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         3.25     Illegal or Unauthorized Payments; Political Contributions, Antitrust...........................24
         3.26     Environmental Matters..........................................................................24
         3.27     Brokers........................................................................................24
         3.28     Insurance......................................................................................24
         3.29     Bank Accounts and Powers of Attorney...........................................................25
         3.30     Warranties.....................................................................................25
         3.31     Inventory......................................................................................25
         3.32     Affiliate Transactions.........................................................................25
         3.33     Reorganization Matters.........................................................................26
         3.34     Conduct of Business............................................................................26
         3.35     No Misrepresentations..........................................................................27

ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF PRECEPT AND MERGER SUB............................................27
         4.1      Organization...................................................................................27
         4.2      Authority......................................................................................27
         4.3      Capitalization.................................................................................28
         4.4      Precept Common Stock...........................................................................28
         4.5      No Violation...................................................................................28
         4.6      Governmental Consents..........................................................................28
         4.7      SEC Documents, Etc.............................................................................28
         4.8      Finders' Fees..................................................................................29
         4.9      Reorganization Matters.........................................................................29
         4.10     Transferability................................................................................29
         4.11     Breach of Representations and Warranties.......................................................30

ARTICLE V.  ADDITIONAL COVENANTS AND AGREEMENTS..................................................................31

         5.1      Information for Filings........................................................................31
         5.2      Publicity......................................................................................31
         5.3      Release by the Shareholder.....................................................................31
         5.4      Covenants Relating to Taxes....................................................................31
         5.5      Tax Treatment..................................................................................32
         5.6      Employment Contracts...........................................................................32
         5.7      Additional Acquisitions in New England.........................................................33
         5.8      Bonuses Payable in Stock.......................................................................33
         5.9      Commissions on New National Accounts...........................................................34
         5.10     Shareholder Guaranties.........................................................................34
         5.11     Closing Deliveries from the Companies and the Shareholder......................................34
         5.12     Closing Deliveries from Precept and Merger Sub.................................................36
         5.13     Closing Cash Balances Reconciliation...........................................................37

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ARTICLE VI.  INDEMNIFICATION; ESCROW.............................................................................38

         6.1      Indemnification of Merger Sub and Precept......................................................38
         6.2      Indemnification of Companies and the Shareholder...............................................39
         6.3      Notification of Claim..........................................................................39
         6.4      Defense and Settlement of Claims...............................................................40
         6.5      Survival.......................................................................................40
         6.6      Offset.........................................................................................41
         6.7      Escrow.........................................................................................41
         6.8      No Claims by the Shareholder Against the Companies.............................................42

ARTICLE VII.  MISCELLANEOUS......................................................................................44

         7.1      Notices........................................................................................44
         7.2      Expenses.......................................................................................45
         7.3      Further Assurances.  ..........................................................................45
         7.4      Assignment.....................................................................................45
         7.5      Entire Agreement...............................................................................45
         7.6      Severability...................................................................................45
         7.7      Governing Law.  ...............................................................................46
         7.8      Interpretation.................................................................................46
         7.9      Counterparts; Facsimile Signatures.............................................................46
         7.10     Headings.  ....................................................................................46
         7.11     Construction.  ................................................................................46
         7.12     Adjustment of Merger Consideration, Make-Whole Shares, etc.....................................46
         7.13     Arbitration ...................................................................................46


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AGREEMENT AND PLAN OF MERGER

         This  AGREEMENT  AND  PLAN OF  MERGER  (this  "AGREEMENT")  is made and
entered  into as of the 13th day of May,  1999,  by and among  PRECEPT  BUSINESS
SERVICES, INC., a Texas corporation  ("PRECEPT"),  and PRECEPT TRANSPORTATION OF
NEW ENGLAND,  INC., a Texas corporation (the "MERGER SUB"), on the one hand, and
AMBASSADOR  LIMOUSINE  SERVICES,  INC., a Connecticut  corporation  (the "ALS"),
AMBASSADOR TRANSPORTATION SERVICES, INC., a Connecticut corporation ("ATS"), and
STEPHEN A. DIMARCO ("DIMARCO" or the "SHAREHOLDER"), on the other.              

 RECITALS:

         WHEREAS,  the respective Boards of Directors of Merger Sub, ALS and ATS
have  each  approved  the  merger of ALS and ATS,  consecutively,  with and into
Merger Sub (the  "MERGERS") in  accordance  with the  provisions of  Connecticut
statutes (the  "CONNECTICUT  LAW") and the Texas Business  Corporation  Act (the
"TEXAS LAW") and the  provisions of this  Agreement.  The Boards of Directors of
Merger Sub, ALS and ATS have directed that the Mergers be submitted for approval
by their respective stockholders;                                               

         WHEREAS,  it is  intended  for  federal  income tax  purposes  that the
Mergers qualify as reorganizations  within the meaning of Sections  368(a)(1)(A)
and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "CODE"). 

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

ARTICLE I.
 DEFINITIONS

         1.1 DEFINITIONS.  As used in this Agreement,  the following terms shall
have the meanings set forth below or in the section of this Agreement referenced
below:                                                                          

"10-K DATE" is defined in Section 4.9.                        

"ACCOUNTS RECEIVABLE" is defined in Section 3.9.              

"ACTUAL SALES PRICE" is defined in Section 2.7.               

         "AFFILIATE" shall mean any director,  officer,  employee or shareholder
         of any  Person,  or member of the  family  of any such  Person,  or any
         corporation,  partnership,  trust or  other  entity  in which  any such
         Person,  or  any  member  of  the  family  of any  such  Person,  has a
         substantial interest or is an officer,  director,  trustee,  partner or
         holder of more than five percent (5%) of the outstanding  capital stock
thereof.                                                      

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   "AGREEMENT" shall mean this Agreement and Plan of Reorganization.

"ALS LATEST BALANCE SHEET" is defined in Section 3.8.         

"ALS LATEST INCOME STATEMENT" is defined in Section 3.8.      

"ATS LATEST BALANCE SHEET" is defined in Section 3.8.         

"ATS LATEST INCOME STATEMENT" is defined in Section 3.8.      

"CERTIFICATE" is defined in Section 2.5(c).                   

"CERCLA" is defined in Section 1.1 under "Environmental Laws."

"CLAIM" is defined in Section 7.3                             

"CLOSING" is defined in Section 2.3.                          

"CLOSING DATE" is defined in Section 2.3.                     

"CODE" is defined in the Recitals.                            

         "COMPANIES"  shall mean, unless otherwise  specifically  noted, ALS and
ATS, collectively.                                                              

"CONNECTICUT LAW" is defined in the Recitals.                 

"CONSTITUENT CORPORATIONS" is defined in Section 2.1.         

"COVERAGE PERIOD" is defined in Section 2.7.                  

"COVERED SALE" is defined in Section 2.7.                     

"DIMARCO" shall mean Stephen A. DiMarco.                      

        "DISCLOSURE  SCHEDULE"  is defined in the  introductory  paragraph  to
ARTICLE III.                                                

"EARN-OUT PAYMENTS" is defined in Section 2.6.                

"EFFECTIVE DATE" is defined in Section 2.3.                   

"EFFECTIVE TIME" is defined in Section 2.3.                   

"EMPLOYMENT AGREEMENTS" is defined in Section 5.6.            

2 

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"EMPLOYEE BENEFIT PLANS" is defined in Section 3.17(c).       

         "ENVIRONMENTAL LAWS" shall mean any and all laws, statutes, ordinances,
rules,  regulations,  or orders of any Governmental Body pertaining to health or
the environment  currently in effect in any and all  jurisdictions  in which the
Companies own property or conduct business,  including without  limitation,  the
Clean  Air  Act,  as  amended,   the  Comprehensive   Environmental,   Response,
Compensation, and Liability Act of 1980 ("CERCLA), as amended, the Federal Water
Pollution  Control Act, as amended,  the  Occupational  Safety and Health Act of
1970, as amended,  the Resource  Conservation and Recovery Act of 1976 ("RCRA"),
as  amended,  the Safe  Drinking  Water Act, as  amended,  the Toxic  Substances
Control Act, as amended,  the Hazardous & Solid Waste Amendments Act of 1984, as
amended,  the Superfund  Amendments and Reauthorization Act of 1986, as amended,
the Hazardous Materials Transportation Act, as amended, the Oil Pollution Act of
1990,  any state laws  implementing  the foregoing  federal laws,  and all other
environmental  conservation or protection  laws. For purposes of this Agreement,
the terms  "hazardous  substance" and "release"  have the meanings  specified in
CERCLA and RCRA,  and the term  "disposal"  has the meaning  specified  in RCRA;
provided,  however,  that to the  extent  the laws of the  state  in  which  the
property is located establish a meaning for "hazardous substance," "release," or
"disposal"  that is broader than that  specified in either CERCLA or RCRA,  such
broader meaning will apply.                                                     

"ERISA" is defined in Section 3.17(a).                        

        "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended.                                                    

"FINANCIAL STATEMENTS" is defined in Section 3.8.             

         "GAAP"  shall  mean  United  States   generally   accepted   accounting
principles as may be modified from time to time.                                

"GOVERNMENTAL BODY" is defined in Section 3.7.                

"INDEMNIFIED PARTY" is defined in Section 6.3.                

"INDEMNIFYING PARTY" is defined in Section 6.3.               

"INTELLECTUAL PROPERTY" is defined in Section 3.22.           

         "KNOWLEDGE" shall mean, (i) when used with respect to the Companies and
the Shareholder,  actual knowledge of the Companies, the Shareholder,  officers,
directors and key employees  which the  Companies,  the  Shareholder,  officers,
directors and key  employees  shall obtain after each such party has conducted a
reasonable  investigation  and  familiarized  itself  and  themselves  with  the
representations and warranties contained in this Agreement;  provided, that, the
Companies and the Shareholder  shall take reasonable  efforts to ensure that the
Companies'   officers,   directors  and  key  employees   have   conducted  such
investigations  and  familiarized   themselves  with  the   representations  and
warranties  contained  in this  Agreement,  and (ii) when used with  respect  to
Precept and Merger Sub, "knowledge" shall mean actual knowledge of such company,
its officers and directors which                                                

3 

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Precept,  Merger Sub, its officers  and  directors  shall obtain after each such
party has  conducted a  reasonable  investigation  and  familiarized  itself and
themselves with the representations and warranties  contained in this Agreement;
provided,  that,  Precept and Merger Sub shall take reasonable efforts to ensure
that the Companies'  officers and directors  have conducted such  investigations
and familiarized themselves with the representations and warranties contained in
this Agreement.                                                                 

"LATEST BALANCE SHEETS" is defined in Section 3.8.            

"LATEST INCOME STATEMENTS" is defined in Section 3.8.         

"LIABILITIES" is defined in Section 3.10.                     

"LIEN" is defined in Section 3.5.                             

"LOSSES" is defined in Section 6.1.                           

"MAKE-WHOLE SHARES" is defined in Section 2.7.                

         "MATERIAL  ADVERSE  EFFECT"  shall  mean a material  adverse  effect on
business, operations and assets of either of the Companies.                     

"MATERIAL AGREEMENTS" is defined in Section 3.20.             

"MERGERS" is defined in the Recitals.                         

"MERGER CONSIDERATION" is defined in Section 2.5.             

         "MERGER SUB" shall mean Precept  Transportation of New England, Inc., a
Texas corporation.                                                              

"PENSION PLANS" is defined in Section 3.17(1).                

"PERMITS" is defined in Section 3.15.                         

"PERSON" is defined in Section 3.13.                          

"PLANS" is defined in Section 3.17(5).                        

"PRE-TAX EARNINGS" is defined in Section 2.6.                 

          "PRECEPT"  shall  mean  Precept  Business  Services,   Inc.,  a  Texas
corporation.                                                                    

"PRECEPT COMMON STOCK" is defined in Section 2.5(a).          

"PRECEPT PARTY" is defined in Section 6.1.                    

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"RCRA" is defined in Section 1.1 under "Environmental Laws."  

"REFERENCE PRICE" is defined in Section 2.7.                  

"REGISTERED INTELLECTUAL PROPERTY" is defined in Section 3.22.

"RIEDEL" shall mean Judy Riedel.                              

"SAGARINO" shall mean Don Sagarino.                           

"S-4 REGISTRATION STATEMENT" is defined in Section 4.6.       

"SEC" shall mean the Securities and Exchange Commission.      

"SECURITIES ACT" is defined in Section 2.8.                   

         "SHAREHOLDER"  is defined  in  the  introductory  paragraph  to    this
Agreement.                                                                      

"SHARES" is defined in Section 2.5.                           

"SURVIVING CORPORATION" is defined in Section 2.1.            

         "TAXES" means all taxes, fees, assessments,  levies, duties and similar
charges imposed by any federal,  state, local or foreign governmental authority,
together  with all interest,  penalties,  fines and other  additions  imposed in
respect thereof; including, without limitation, all income, gains, real property
gains,  profits,  gross  receipts,  payroll,  employment,  social  security (and
similar),  disability,  health,   hospitalization,   unemployment  compensation,
worker's compensation, Pension Benefit Guaranty Corporation, severance, windfall
profits,  environmental,  license, occupation,  customs, imposts, capital stock,
franchise, ad valorem, excise, sales, use, transfer,  registration, value added,
alternative minimum, add-on minimum, successor,  withholding and estimated taxes
or other charges.                                                               

         "TAX   RETURNS"   shall  mean  all   original   and  amended   returns,
declarations,   certifications,   statements,   notices,  elections,  estimates,
reports, claims for refund and information returns relating to or required to be
filed or maintained in connection with any Tax,  together with all schedules and
attachments thereto.                                                            

"TEXAS LAW" is defined in the Recitals.                       

         "TRADING  DAY" shall mean each day on which there is active  trading on
NASDAQ (or other  applicable  exchange  or  quotation  system)  and on which the
Precept Common Stock is so traded.                                              

          "TRANSACTION" means the mergers and other transactions contemplated by
this Agreement.                                                                 

"TRANSACTION DOCUMENTS" is defined in Section 3.2.            

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"TRIGGER PRICE" is defined in Section 2.7.                    

"WELFARE BENEFIT PLANS" is defined in Section 3.17(b).        

 ARTICLE II.
THE MERGERS, EFFECTIVE TIME, EXCHANGE AMOUNT

         2.1 THE  MERGERS.  At the  Effective  Time,  in  accordance  with  this
Agreement,  the  Connecticut  Law and the Texas Law, ALS and ATS shall be merged
with and into Merger Sub, the separate existence of ALS and ATS shall cease, and
Merger  Sub  shall  continue  as  the  surviving  corporation.   Merger  Sub  is
hereinafter sometimes referred to as the "Surviving Corporation." Merger Sub and
ALS  and  ATS  are  hereinafter  collectively  referred  to as the  "Constituent
Corporations," and each individually, a "Constituent Corporation."              

         2.2 EFFECT OF THE  MERGERS.  When the Mergers have been  effected,  the
Surviving  Corporation shall thereupon and thereafter  possess all of the public
and private rights, privileges,  powers and franchises and be subject to all the
restrictions,  disabilities and duties of each of the Constituent  Corporations;
and all and each of the rights, privileges, powers and franchises of each of the
Constituent  Corporations  and all property,  real,  personal and mixed, and all
debts due to either of the Constituent Corporations on whatever account, as well
for stock  subscriptions  as all other  things in action or belonging to each of
such  corporations  shall  be  vested  in the  Surviving  Corporation;  and  all
property,  rights,  privileges,  powers and franchises,  and all and every other
interest  shall be  thereafter  as  effectually  the  property of the  Surviving
Corporation as they were of the  respective  Constituent  Corporations,  and the
title to any real estate vested by deed or otherwise, in any of such Constituent
Corporations,  shall  not  revert  or be in any way  impaired  by  reason of the
Mergers;  but all rights of creditors  and all liens upon any property of any of
the  Constituent  Corporations  shall be  preserved  unimpaired,  and all debts,
liabilities  and  duties  of  the  respective  Constituent   Corporations  shall
thenceforth attach to the Surviving Corporation,  and may be enforced against it
to the same extent as if such debts, liabilities and duties had been incurred or
contracted by it.                                                               

         2.3  CONSUMMATION  OF THE  MERGERS.  The parties  hereto will cause the
Mergers to be  consummated  by filing with the Secretary of State of Connecticut
articles of merger in such form as required by, and executed in accordance with,
the relevant provisions of the Connecticut Law, and by filing with the Secretary
of State of Texas  articles of merger in such form as required  by, and executed
in accordance with, the relevant  provisions of the Texas Law (the latest of (i)
the later of the time of such  filings,  (ii) the issuance of a  certificate  of
merger by the Secretary of State of Texas and (iii) the effective time set forth
in such filings being the  "EFFECTIVE  TIME" and the date of the Effective  Time
being the "EFFECTIVE DATE").  Notwithstanding the foregoing,  the closing of the
Mergers  contemplated  by this Agreement (the  "CLOSING") will take place at the
offices of the Companies'  legal counsel,  on May 13, 1999 (the "CLOSING DATE"),
or at such other place and on such other date as the parties may agree.         

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         2.4 ARTICLES OF  INCORPORATION;  BYLAWS;  DIRECTORS AND  OFFICERS.  The
Articles of Incorporation  and Bylaws of the Surviving  Corporation shall be the
Articles  of  Incorporation  and Bylaws of Merger  Sub as in effect  immediately
prior to the Effective  Time. The directors of Merger Sub  immediately  prior to
the Effective Time shall be the initial  directors of the Surviving  Corporation
and shall serve until their  successors  have been duly elected or appointed and
qualified or until their  earlier  death,  resignation  or removal in accordance
with the Surviving  Corporation's  Articles of Incorporation  and bylaws and the
Texas Law. The officers of Merger Sub  immediately  prior to the Effective  Time
shall be the initial officers of the Surviving Corporation and shall serve until
their  successors  have been duly  elected or appointed  and  qualified or until
their earlier  death,  resignation  or removal in accordance  with the Surviving
Corporation's Articles of Incorporation and bylaws and the Texas Law.           

         2.5  AGGREGATE  MERGER  CONSIDERATION;  CONVERSION OF  SECURITIES.  The
aggregate  consideration  to be received at the Closing by the Shareholder  with
respect to the shares (the "SHARES") of common stock,  no par value,  of ALS and
ATS in connection  with the Mergers (upon  conversion of the Shares as set forth
below)  shall be  $5,867,772,  payable as  follows  (collectively,  the  "MERGER
CONSIDERATION"):                                                                

          (i)  $2,017,772  of the Merger  Consideration,  payable in the form of
cash; and                                         

          (ii) 620,342 shares of validly issued,  fully paid and  non-assessable
               shares of Class A Common  Stock,  par value  $0.01 per share,  of
Precept (the "PRECEPT COMMON STOCK").             

Of the Merger  Consideration,  the parties have agreed that $5,754,172  shall be
allocated to the Merger with ALS and  $113,600  shall be allocated to the Merger
with ATS.                                                                       

For  purposes  of  calculating  the per share  price with  respect to the Merger
Consideration,  the  parties  have  agreed to split the 10 day average per share
price of $6.20625  based on a closing date of May 13, 1999 (6.325) and a funding
date of May 14, 1999 (6.0875).                                                  

         At the Effective  Time, by virtue of the Mergers and without any action
on the part of Precept, Merger Sub, the Companies or the Shareholder:           

                  (1) Each Share issued and outstanding immediately prior to the
         Effective Time (other than Shares held in treasury of ALS or ATS) shall
         be canceled and retired and be  converted  into the right to receive an
         equal  portion  of  the  total  Merger  Consideration,  payable  to the
Shareholder.                                                  

                  (2) Each  Share  which is issued and  outstanding  immediately
         prior to the Effective Time and which is held in the treasury of ALS or
         ATS shall be canceled  and retired,  and no payment  shall be made with
respect thereto.                                              

                  (3) As a result of the Mergers and without  action on the part
         of the holder  thereof,  all Shares shall cease to be  outstanding  and
         shall be  canceled  and  returned  and shall  cease to exist,  and each
         holder of a certificate (a  "CERTIFICATE")  formerly  representing  any

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         Shares shall  thereafter  cease to have any rights with respect to such
         Shares,  except  the right to  receive,  without  interest,  a pro-rata
         portion of the Merger Consideration in accordance with Section 2.5 upon
the surrender of such Certificates.                           

                  (4) No  fractional  shares of Precept  Common  Stock  shall be
         issued in connection with the Mergers. In lieu thereof,  one additional
         share of Precept Common Stock will be issued for any  fractional  share
that would have otherwise been issued.                        

UNTIL REGISTRATION OF THE PRECEPT COMMON STOCK ISSUED HEREUNDER,  PRECEPT COMMON
STOCK ISSUED MAY NOT BE SOLD OR  TRANSFERRED BY A PURCHASER IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  UNDER THE ACT AND ANY APPLICABLE  STATE SECURITIES LAWS
OR, IF  REQUIRED  BY THE COMPANY OR THE  TRANSFER  AGENT,  AN OPINION OF COUNSEL
ACCEPTABLE TO COMPANY OR TRANSFER AGENT THAT SUCH  REGISTRATION  IS NOT REQUIRED
AS A RESULT OF AN APPLICABLE  EXEMPTION.  A LEGEND EVIDENCING THESE RESTRICTIONS
WILL BE PLACED ON THE  CERTIFICATES  EVIDENCING THE PRECEPT  COMMON STOCK,  SUCH
LEGEND TO BE  REMOVED  FROM THE  CERTIFICATES  TO BE ISSUED  HEREUNDER  WHEN THE
PRECEPT COMMON STOCK BECOMES REGISTERED HEREUNDER.                              

         2.6  CONTINGENT  MERGER  CONSIDERATION.   In  addition  to  the  Merger
Consideration to be delivered to the  Shareholder,  Precept shall deliver to the
Shareholder   post-Closing   earn-out   payments  (the   "EARN-OUT   PAYMENTS"),
constituting additional consideration for the Mergers and not compensation under
the Shareholder's Employment Agreement, calculated as follows:                  

         (1) Thirty percent (30%) of the amount by which the Pre-Tax Earnings of
         the Surviving Corporation for the one-year period from the Closing Date
through May 12, 2000, exceed $1,050,000; and                  

         (2) Thirty percent (30%) of the amount by which the Pre-Tax Earnings of
         the Surviving  Corporation  for the one-year  period from May 13, 2000,
through May 12, 2001, exceed $1,155,000; and                  

         (3) Thirty percent (30%) of the amount by which the Pre-Tax Earnings of
         the Surviving  Corporation  for the one-year  period from May 13, 2001,
through May 12, 2002, exceed $1,270,500.                      

As used in this Section 2.6,  "PRE-TAX  EARNINGS" shall mean the earnings before
federal,  state and  local  income  taxes,  and  before  the  Earn-Out  Payments
calculated  in  this  Section,   determined  in  accordance  with  GAAP  applied
consistently  with  Precept's and its  Affiliates'  practices  throughout  their
respective  operations;  provided,  however,  that the  determination of Pre-Tax
Earnings shall not include (a) any general corporate overhead charge (as opposed
to specific  corporate  overhead  charges to pay or reimburse  Precept or any of
Precept's  Affiliates  for the actual  cost of  personnel,  travel,  accounting,
legal,  professional  services,  computer services,  insurance and other similar
charges                                                                         

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incurred or paid on behalf of the Surviving  Corporation) or management or other
fee of Precept or any  Affiliate  of  Precept;  or (b) any  earnings  or expense
attributable  to any  company or  business  acquired  by or  transferred  to the
Surviving  Corporation  (each,  an  "ACQUIRED  ENTITY")  other than ALS and ATS,
including any expense of any earn-out payments or other compensation or benefits
payable by the Surviving  Corporation to any stockholder,  director,  officer or
employee of any Acquired Entity. The Earn-Out Payments shall be calculated based
on the  existing  operations  of ALS and ATS  treated as an  independent  profit
center, without considering the effect of concurrent or future acquisitions that
may be transferred to or become part of the Surviving Corporation's operations. 

         Each Earn-Out  Payment shall be made annually  within  forty-five  (45)
days after the end of the period to which such payment  relates.  Each  Earn-Out
Payment  shall  be  accompanied  by  supporting   documentation   and  financial
statements.  The  Earn-Out  Payments  shall be paid in shares of Precept  Common
Stock,  valued for such  purpose at the  average  closing  price of the  Precept
Common  Stock as  reported  on NASDAQ (or, in the event that such shares are not
traded on NASDAQ,  on such other  applicable  exchange or market system) for the
last ten (10) consecutive  Trading Days of the applicable  period.  Any Earn-Out
Payment not paid within ten days of its due date shall accrue  interest from its
due date to the date paid at the annual rate of twelve percent (12%).           

         During the three-year  earn-out period described  above,  Precept shall
use all  reasonably  prudent  efforts to maintain the business and operations of
the Companies as in effect on the Closing Date (provided that it is contemplated
by  all  parties   that   Precept  will  effect   additional   acquisitions   of
transportation  businesses  through the  Surviving  Corporation)  and shall not,
without the consent of the Shareholder, which shall not be unreasonably withheld
or delayed,  take any action intended to (i) reduce the Earn-Out Payments in any
material  respect or (ii)  circumvent,  directly or indirectly,  its obligations
under this Section 2.6.                                                         

         In the event the Shareholder  disputes  Precept's  determination of any
Earn-Out  Payment,  the Shareholder  shall notify Precept of such dispute within
thirty (30) days of receipt of notification of the amount thereof.  For a period
of  thirty  (30)  days  after  such  notification,  Precept  shall  provide  the
Shareholder  with reasonable  access to its relevant books and records,  and the
parties agree to negotiate in good faith to resolve such  dispute.  In the event
the parties are unable to resolve their dispute within thirty (30) days, Precept
shall  provide  reasonable  access  to its  relevant  books  and  records  to an
independent  public  accounting  firm  mutually  agreed  upon by Precept and the
Shareholder for the purpose of auditing Precept's determination of such Earn-Out
Payment.  The  determination  of  such  independent  accounting  firm  shall  be
conclusive and binding upon all parties hereto. The independent  accounting firm
shall be instructed by both parties to give effect,  to the extent possible,  to
all  provisions  of this  Section 2.6 in auditing and  calculating  the Earn-Out
Payment.  All costs of such audit shall be the responsibility of the Shareholder
unless  the  independent  accounting  firm  determines  that the  amount  of any
additional Earn-Out Payment due is more than seven and one-half percent (7-1/2%)
of the Earn-Out Payment as calculated by Precept, and in such case Precept shall
bear all expenses associated with said audit and shall reimburse the Shareholder
for any such expenses already paid.                                             

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          The maximum  aggregate  number of shares to be issued for the Earn-Out
Payments shall not exceed  500,000.  From and after  Closing,  the parties shall
take such  other  actions  and do such  other  things as each  shall  reasonably
request  of the other in  writing to cause the  Transaction  to comply  with the
requirements  of Revenue  Procedure  84-42,  1984-1 C.B.  521. In addition,  the
Shareholder's right to receive Earn-Out Payments shall in no event be assignable
by him, in whole or in part.                                                    

         2.7 CERTAIN  CHANGES IN STOCK PRICE  AFTER  CLOSING.  IN the event that
during  the  period  starting  at the  Effective  Time and  ending  one (1) year
following  the  later of (i)  Effective  Time or (ii)  the date the  appropriate
transfer agent delivers to  Shareholder  certificates  evidencing (by removal of
legends or otherwise) that the shares issued to Shareholder under this Agreement
have been registered with the SEC (the "COVERAGE  PERIOD"),  the price per share
of Precept Common Stock as traded on the NASDAQ small capitalization market (or,
in the event that such  shares are not traded on  NASDAQ,  the  highest  closing
price per share on any other  applicable  exchange or market system) shall close
at  a  price  equal  to  or  less  than  $4.65468  (the  "TRIGGER  PRICE")(being
seventy-five  percent  (75%) of the price used to determine the number of shares
of Precept Common Stock issued in the Merger Consideration),  such Trigger Price
adjusted for stock splits and similar  transactions as set forth in Section 7.13
below, for a period of ten (10) or more consecutive  Trading Days, and if within
sixty (60)  business  days after any occasion on which such  condition  has been
satisfied (but in any event within the Coverage  Period),  the Shareholder shall
sell any of his Precept  Common Stock issued to him or her under this  Agreement
at a loss (hereinafter called a "COVERED SALE"), then as soon as practical after
receipt  of notice of such  Covered  Sale and the price per share  thereof  (the
"ACTUAL SALES PRICE"),  together with evidence of the terms of such Covered Sale
as Precept  shall  reasonably  request,  Precept  shall issue and deliver to the
Shareholder  a  number  of  additional  shares  of  Precept  Common  Stock  (the
"MAKE-WHOLE SHARES") equal to:                                                  

(1) $4.65468 minus Actual Sales Price;                                

     (2) the number of shares so sold by the  Shareholder  in the Covered  Sale,
divided by;                                                   

     (3) the average  closing  price for Precept  Common  Stock as traded on the
         NASDAQ small  capitalization  market (or, in the event that such shares
         are not traded on NASDAQ,  the highest  closing  price per share on any
         other  applicable  exchange  or market  system)  over the over the most
         recent  ten  (10)  consecutive  Trading  Days  prior to the date of the
         Covered  Sale  (such  average  closing  price  hereinafter  called  the
"REFERENCE PRICE").                                           

Shareholder  shall have no right or option to "reload"  the  Make-Whole  Shares;
that is, any Make-Whole  Shares shall not themselves be qualified for protection
in Covered Sales under this Section 2.7.                                        

         By way of example of the  operation  of this  Section 2.7, if a Covered
Sale takes place during the Coverage  Period (and it shall always be a condition
that any Covered  Sale take place  during the  Coverage  Period),  if the Actual
Sales Price realized in such Covered Sale is $3.00,  and if the Reference  Price
applicable  to such  Covered  Sale is $4.00,  then  Precept  shall  issue to the
Shareholder 2,068 Make-Whole Shares, calculated as follows:                     

($4.65468 - $3.00) x 5,000]/$4.00 = 2,068.

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         2.8 REGISTRATION OF PRECEPT COMMON STOCK; AND LIMITATION ON SHAREHOLDER
RESALES. At the Closing,  Precept shall issue to Shareholder unregistered shares
of  Precept  Class  A  Common  Stock,  with  appropriate  legend   restrictions.
Thereafter,  Precept  shall  register all shares of Precept  Common Stock issued
hereunder and under Shareholder's Employment Agreement on an appropriate form of
Registration  Statement,  to be filed initially with the Securities and Exchange
Commission as soon as practicable, but in any event by June 15, 1999. As soon as
practicable  after the effectiveness of the applicable  Registration  Statement,
Precept  shall  use its  best  efforts  to  assist  Shareholder  in  having  all
applicable legend  certificates  removed from his certificates for all shares of
Precept Common Stock issued at Closing.  Shareholder hereby covenants and agrees
that he will not unreasonably  delay or withhold delivery of his certificates to
transfer  agent.  From and after  Closing and as long as transfer of the Precept
Common Stock is  restricted  under SEC Rules 144 or 145,  Precept shall take all
actions  necessary  to  maintain  its status as a  reporting  company  under the
Exchange Act and shall  maintain its filings with the SEC (including all filings
under  Sections  13 and 15(d) of the  Exchange  Act) so as to satisfy the public
information requirements of SEC Rule 144.                                       

         Precept agrees that until the  Shareholder  has sold all of his Precept
Common Stock  issued  under this  Agreement or until all such shares may be sold
under SEC Rule 144(k) without restriction, Precept shall:                       

                  (a)  prepare  and  file  with  the  SEC  such  amendments  and
         supplements to the S-4  Registration  Statement and the prospectus used
         in   connection   therewith  as  may  be  necessary  to  keep  the  S-4
         Registration  Statement  effective and to comply with the provisions of
         the Securities  Act of 1933, as amended (the  "SECURITIES  ACT"),  with
         respect to the sale or other disposition of all Precept Common Stock of
the Shareholder covered by the S-4 Registration Statement; and

                  (b)  furnish  to the  Shareholder  on  written  request of the
         Shareholder  such  number of copies  of a summary  prospectus  or other
         prospectus,  including a preliminary prospectus, in conformity with the
         requirements  of the  Securities  Act, and such other  documents as the
         Shareholder  may  reasonably  request in order to facilitate the public
         sale  or  other   disposition  of  all  Precept  Common  Stock  of  the
Shareholder.                                                  

If at any time after June 12, 1999,  Shareholder  has not received  certificates
for his shares of Precept  Common Stock issued to him hereunder  evidencing  (by
removal of legends or  otherwise)  that the SEC  Registration  Statement for the
Precept Common Stock  acquired  under this Agreement has become  effective as to
the  Precept  Common  Stock  held  by  Shareholder,  and  if at  such  time  the
Shareholder  desires to sell certain shares of the Precept Common Stock acquired
under the terms of this  Agreement,  Precept  agrees to repurchase  such Precept
Common  Stock from  Shareholder,  up to a maximum of 79,000  shares of Precept's
Common A Stock during any consecutive  ninety (90) day period,  on the following
terms and conditions:                                                           

          (a)  If Shareholder  desires to sell any of such Precept Common Stock,
               Shareholder will transmit to Ronald P. Sorci by facsimile (or any
other officer of Precept designated               

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               by Precept  for this  purpose),  a written  demand for  immediate
               purchase of such shares,  the offer price for such shares and the
               number of shares that Shareholder  desires to sell to Precept. As
               a condition to such demand, Shareholder shall confirm that he has
               on deposit sufficient shares to close such sale with a nationally
               recognized or regional brokerage or other financial  institution.
               Absent manifest error, the last offer price of such shares at the
               time shown by the time stamp of  confirmation  of receipt of such
               facsimile  shall control the sales price of such shares,  and the
               sale of such shares shall be absolute, unconditional, irrevocable
               and effective  immediately,  without condition other than subject
      to settlement within three (3) business days as follows:

          (b)  By the close of the next business day following Precept's receipt
               of a demand for sale,  Precept shall confirm the number of shares
               subject to the sale and the price per share thereof in writing by
               facsimile  to  Shareholder  and to  the  brokerage  or  financial
               institution holding the certificates. Contemporaneously with such
               confirmations,  Precept shall wire transfer to Shareholder  funds
               in the amount of the purchase price for such shares.  Shareholder
               shall  cause  the agent to  deliver  the  certificate(s)  for the
               shares so sold to the transfer  agent for Precept  Common  Stock,
               endorsed  and  in  proper  form  for  transfer,  by a  nationally
               recognized overnight courier,  proof of delivery required,  on or
               before the next  business day  following the receipt of such wire
transfer by Shareholder.                          

It is  expressly  provided,  however,  that  Precept  shall never be required to
repurchase more than $500,000 in total value of Precept Common Stock under these
repurchase  and put  provisions.  The  rights of  Shareholder  to put  shares to
Precept hereunder shall not be cumulative,  however,  and to the extent that any
put right is not exercised, it shall lapse. The rights of Shareholder to require
Precept to repurchase  Precept Common Stock under the terms of these  provisions
shall  lapse  on the  earlier  of (i)  May  13,  2000,  or (ii)  the  date  that
Shareholder receives  certificates for the shares of Precept Common Stock issued
hereunder  evidencing  (by  removal  of  legends  or  otherwise)  that  the  SEC
Registration  Statement for the Precept Common Stock issued under this Agreement
has become effective.  Shareholder  shall surrender the certificates  evidencing
his  shares  issued  to the  transfer  agent  for  the  Precept's  Common  Stock
immediately   on  receipt  of  notice  that  the   registration   statement  for
Shareholder's shares has become effective, and Precept shall not be obligated to
repurchase  shares if Shareholder  shall delay in surrendering his certificates.
Otherwise,  up to the date of lapse,  Precept  shall  repurchase  shares  not to
exceed 79,000 shares during any consecutive ninety (90) day period.             

During  the one year  period  following  the  Closing,  the  Shareholder  hereby
covenants  and  agrees  that he shall not sell more than  155,000  shares in any
consecutive ninety (90) day period.                                             

         2.9 EXCLUDED ASSETS.  Notwithstanding the foregoing, the life insurance
policies  held by the  Companies  on the  life of  DiMarco  and his  wife,  Lisa
DiMarco,  if any, shall as soon as practicable after Closing,  be transferred to
DiMarco or at his direction without any effect on the Merger Consideration,  and
appropriate income tax shall be timely and properly paid on such transfer by the
Shareholder to the Internal Revenue Service and, if applicable,  to any state or
local taxing authority.                                                         

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         2.10 REPAYMENT OF SHAREHOLDER LOANS. At Closing Shareholder shall repay
to the Companies in full the amount of the loan accounts due from Shareholder to
the Companies, such loans in the aggregate amount of $392,772.00.  On receipt of
such  payments,  the  Surviving  Corporation  shall  issue to  Shareholder  such
acknowledgment  of  repayment  as  Shareholder  shall  reasonably  request.  The
Shareholder,  through its legal counsel,  Updike, Kelly & Spellacy,  P.C., shall
wire such loan repayments  directly to Merger Sub within twenty-four hours after
Closing.                                                                        

ARTICLE III.
REPRESENTATIONS AND WARRANTIES
OF THE COMPANIES AND THE SHAREHOLDER

         The Companies (until the Closing) and the Shareholder  hereby represent
and  warrant to Precept  and Merger Sub that the  statements  contained  in this
Article III are true,  correct and complete as of the date of this Agreement and
will be correct and  complete as of the Closing Date (as though made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout  this Article III),  except as set forth in the  Disclosure  Schedule
attached  hereto and delivered by the  Shareholder  to Precept and Merger Sub on
the date hereof (the "DISCLOSURE  SCHEDULE").  The mere listing of a document or
other item in the Disclosure  Schedule shall not be deemed  adequate to disclose
an  exception  to  a   representation   or  warranty  made  herein  (unless  the
representation  or warranty has to do with the  existence of a document or other
item itself) and all such exceptions shall be reasonably  specific and detailed.
In lieu of setting forth details of any matter in the Disclosure  Schedule,  the
Companies and Shareholder may make effective  disclosure by including  copies of
documentation   specifically  setting  forth  such  details  in  the  Disclosure
Schedule.  The Disclosure Schedule will be arranged in sections corresponding to
the lettered and numbered sections contained in this Article III.               

         3.1 ORGANIZATION.  Each of ALS and ATS is a corporation duly organized,
validly existing and in good standing under the laws of the State of Connecticut
and has full  corporate  power to own its properties and to conduct its business
as presently  conducted.  Each of ALS and ATS is duly  authorized,  qualified or
licensed to do business and is in good standing as a foreign corporation in each
state or other  jurisdiction  in which its  assets  are  located or in which its
business or operations as presently conducted make such qualification necessary;
such jurisdictions are listed in SECTION 3.1 OF THE DISCLOSURE SCHEDULE.        

         3.2  AUTHORITY.  The Companies have all requisite  corporate  power and
authority,  and the  Shareholder  has all  requisite  power  and  authority,  to
execute,  deliver and perform under this Agreement and, where applicable,  other
instruments,  agreements or documents to be delivered pursuant to this Agreement
(collectively,   the  "TRANSACTION  DOCUMENTS").  The  execution,  delivery  and
performance of the Transaction  Documents by the Companies and the  Shareholder,
as the case may be, have been duly authorized by all necessary action, corporate
or otherwise,  on the part of the Companies and the Shareholder.  This Agreement
has been, and the other Transaction  Documents at Closing will be, duly executed
and delivered by the Companies and the Shareholder and, where  applicable,  each
of the Transaction  Documents will be legal, valid and binding agreements of the
Companies and the Shareholder, respectively, enforceable against each of them in
accordance  with                                                                

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their respective terms,  except (a) as may be limited by applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors'  rights generally and (b) as may be limited
by laws relating to the availability of specific performance,  injunctive relief
or other equitable remedies.                                                    

         3.3 MINUTE  BOOKS.  The  Companies  have  delivered to Merger Sub true,
correct  and  complete   copies  of  the   Companies'   charters,   articles  of
organization,  bylaws,  minute books,  stock  certificate books and stock record
books. The minute books of the Companies contain minutes or consents  reflecting
all actions taken by the directors  (including any committees) and  shareholders
of the Companies.                                                               

         3.4 CAPITALIZATION. The authorized capital stock of ALS consists solely
of 1,000  shares of Common  Stock,  $1.00 par value,  of which 1,000  shares are
issued and outstanding and all of which are held  beneficially  and of record by
the Shareholder.  The authorized  capital stock of ATS consists solely of 20,000
shares of Common  Stock,  no par  value,  of which 100  shares  are  issued  and
outstanding  and  all of  which  are  held  beneficially  and of  record  by the
Shareholder. The issued and outstanding shares of ALS and of ATS are hereinafter
collectively  referred to as the "Shares." All of the Shares are validly issued,
fully paid and non-assessable and are held by the Shareholder, free and clear of
voting agreements and preemptive or similar rights. The Shares constitute all of
the  issued  and  outstanding  capital  stock  of the  Companies.  There  are no
outstanding  options,   warrants,   convertible   securities  or  other  rights,
agreements,   arrangements   or  commitments   obligating  the  Companies,   any
shareholders of the Companies (including the Shareholder) or any other person or
entity to issue or sell any securities or ownership  interests in the Companies.
Except as set forth in  SECTION  3.4 OF THE  DISCLOSURE  SCHEDULE,  there are no
shareholders' agreements, voting agreements, voting trusts or similar agreements
or  restrictions  binding  on  either  of the  Companies  or on the  Shareholder
applicable in any way to the Shares.  All of the  outstanding  capital stock the
Companies has been offered and sold in compliance with all applicable securities
laws, rules and regulations.                                                    

         3.5 TITLE TO THE  SHARES.  Except as set  forth in  SECTION  3.5 OF THE
DISCLOSURE   SCHEDULE,   the  Shareholder   owns  the  Shares,   of  record  and
beneficially,  free and clear of any lien, pledge, security interest, liability,
charge or other  encumbrance  or claim of any person or entity,  voting  trusts,
proxies,  preemptive rights,  rights of first refusal,  buy-sell arrangements or
other  shareholder  agreements (a "Lien").  On the Closing Date, the Shareholder
will own the Shares, of record and beneficially, free and clear of any Lien.    

         3.6 NO VIOLATION.  Except as set forth in SECTION 3.6 OF THE DISCLOSURE
SCHEDULE,  neither the execution nor the delivery of the  Transaction  Documents
nor the consummation of the transactions contemplated thereby, including without
limitation,  the  transfer  of the Shares to Merger  Sub,  will  conflict  with,
contravene  or result in the  material  breach of any term or  provision  of, or
violate,  or constitute a material  default under,  or result in the creation of
any Lien on the Companies' assets pursuant to, or relieve any third party of any
obligation  or give any third party the right to  terminate  or  accelerate  any
obligation under any charter provision,  bylaw,  Material  Agreement  (including
those listed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE or with any customer set
out in such SECTION 3.21 OF THE  DISCLOSURE  SCHEDULE),  Permit,  order,  law or
regulation to which the                                                         

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Shareholder is a party or by which either of the Companies,  the  Shareholder or
any of their assets is in any way bound or obligated, except where the foregoing
will not have a Material Adverse Effect.                                        

         3.7 GOVERNMENTAL CONSENTS. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
governmental or quasi-governmental agency, authority, commission, board or other
body  (collectively,  a  "Governmental  Body")  is  required  on the part of the
Companies or the Shareholder in connection with the transactions contemplated by
this Agreement;  provided  however,  that notification of certain aspects of the
Transaction  must be delivered to the Connecticut  Department of  Transportation
within thirty (30) days of the Closing.                                         

         3.8  FINANCIAL  STATEMENTS.  Attached as SECTION 3.8 OF THE  DISCLOSURE
SCHEDULE are true and complete  copies of (i) the balance sheet of ALS for ALS's
fiscal years ending  December 31, 1996,  1997 and 1998,  and the  statements  of
income,  retained earnings and cash flows for ALS's fiscal years ending December
31, 1996,  1997 and 1998,  each of which have been reviewed or compiled,  as set
forth therein,  by Hallisey & D'Agostino;  (ii) the unaudited balance sheet (the
"ALS LATEST BALANCE SHEET") and related unaudited statements of income, retained
earnings  and cash flows of ALS for the period  ending  March 31, 1999 (the "ALS
Latest  Income  Statements");  (iii) the balance  sheet of ATS for ATS's  fiscal
years  ending  March 31,  1997,  1998 and 1999,  and the  statements  of income,
retained  earnings  and cash flows for ATS's fiscal years ending March 31, 1997,
1998 and  1999,  each of which  have been  reviewed  or  compiled,  as set forth
therein, by Hallisey & D'Agostino;  (iv) the unaudited balance sheet of ATS (the
"ATS LATEST BALANCE SHEET") and related unaudited statements of income, retained
earnings  and cash flows of ATS for the period  ending  March 31, 1999 (the "ATS
LATEST INCOME  STATEMENTS")(collectively,  all financial information referred to
in this Section 3.8 is hereinafter  referred to as the "FINANCIAL  STATEMENTS").
The Financial Statements present fairly the financial condition of the Companies
at the  dates  specified  and the  results  of its  operations  for the  periods
specified  and have  been  prepared  in  accordance  with  GAAP.  The  Financial
Statements do not contain any items of a special or nonrecurring nature,  except
as expressly  stated therein.  The Financial  Statements have been prepared from
the books and records of the Companies,  which accurately and fairly reflect all
the material  transactions  of,  acquisitions and dispositions of assets by, and
incurrence of liabilities by the Companies.                                     

         3.9 ACCOUNTS  RECEIVABLE.  SECTION 3.9 OF THE DISCLOSURE  SCHEDULE sets
forth the accounts receivable of the Companies  (including,  without limitation,
all unbilled accounts receivable and miscellaneous  receivables) from sales made
as of May 12, 1999 (the "ACCOUNTS  RECEIVABLE"),  and the payments and rights to
receive  payments  related  thereto.  Except as set forth in SECTION  3.9 OF THE
DISCLOSURE SCHEDULE,  the amounts of all Accounts Receivable,  unbilled invoices
and other  debts due or  recorded  in the  records  and books of  account of the
Companies as being due to the  Companies as of the Closing Date will  constitute
valid claims  against third parties not affiliated  with the  Shareholder or the
Companies and arise from bona fide  transactions  in the ordinary  course of the
business of the Companies.  Except as set forth in SECTION 3.9 OF THE DISCLOSURE
SCHEDULE,  the Accounts Receivable arose in the ordinary course of business and,
to the  knowledge  of the  Companies  and the  Shareholder,  are not  subject to
counterclaim, set-off or other reduction.                                       

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         3.10 ABSENCE OF UNDISCLOSED LIABILITIES.  At the Closing, the aggregate
amount  of the  Companies'  indebtedness  for  borrowed  money  (which  excludes
accounts payable, trade payables, accrued liabilities,  and all operating leases
and other expenses  arising in the ordinary  course of business) will not exceed
$1,737,000.  The Companies do not have any direct or indirect debts, obligations
or liabilities of any nature, whether absolute, accrued, contingent,  liquidated
or otherwise, and whether due or to become due, asserted or unasserted, known or
unknown (collectively,  "LIABILITIES"),  except for (a) Liabilities specifically
identified in the Latest Balance Sheet,  (b)  obligations to be performed in the
ordinary  course of business  or under the  Material  Agreements  (as defined in
SECTION  3.20  below) and (c) as  disclosed  in SECTION  3.10 OF THE  DISCLOSURE
SCHEDULE.  Schedule 3.10 of the Disclosure Schedule also includes  substantially
all the  accounts  payable  of the  Companies  as of May  11,  1999.  Except  as
disclosed  in SECTION  3.10 OF THE  DISCLOSURE  SCHEDULE,  all  obligations  for
borrowed  money of the  Companies,  all rental and other  charges on real estate
leased by the Companies,  all rental and other charges with respect to leased or
financed  vehicles  of the  Companies  but  excluding  accounts  payable,  trade
payables,  accrued expenses,  and other financial  obligations of the Companies)
have been paid current (i.e., within thirty (30) days) through the Closing Date.

         3.11  ABSENCE  OF  MATERIAL  ADVERSE  CHANGE.  Except  as set  forth on
SCHEDULE  3.11 OF THE  DISCLOSURE  SCHEDULE,  since  the date of the ATS  Latest
Balance  Sheet  and the  ALS  Latest  Balance  Sheet  (hereinafter  collectively
referred  to as the  "Latest  Balance  Sheets"),  there  has not  been:  (a) any
material  adverse change in the condition  (financial or otherwise),  results of
operations,  business,  assets or Liabilities of the Companies;  (b) any payment
(including without limitation any dividend or other distribution or repayment of
indebtedness)  to the  Shareholder),  other  than  payment  of  compensation  to
employees of the  Companies in the  ordinary  course of business and  consistent
with past  practices;  (c) any  material  breach or default  (or event that with
notice or lapse of time or both would  constitute a material breach or default),
termination  or threatened  termination  under any Material  Agreement;  (d) any
material  theft,  damage,  destruction,  casualty loss,  condemnation or eminent
domain proceeding affecting any of the Companies' assets, whether or not covered
by insurance;  (e) any sale,  assignment or transfer of any of the assets of the
Companies,  except in the ordinary  course of business and consistent  with past
practices; (f) any waiver by the Companies of any material rights related to the
Companies' business, operations or assets; (g) any other transaction,  agreement
or  commitment  entered into by the Companies or the  Shareholder  affecting the
Companies'  business,  operations  or assets,  except in the ordinary  course of
business  and  consistent  with  past   practices;   or  (h)  any  agreement  or
understanding to do or resulting in any of the foregoing.                       

3.12     TAXES.                                               

                  (1)  All  Tax  Returns  required  to have  been  filed  by the
         Companies  have been timely  filed  (taking  into  account duly granted
         extensions) and are true, correct and complete in all respects.  Except
         as  disclosed  in  SCHEDULE  3.12(a) OF THE  DISCLOSURE  SCHEDULE,  (i)
         neither of the Companies is currently the  beneficiary of any extension
         of time within which to file any Tax Return, and (ii) no claim has ever
         been made by any governmental  authority in a jurisdiction where either
         of the  Companies do not file Tax Returns that either of the  Companies
is or may be subject to taxation by that jurisdiction.        

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                  (2) All Taxes of the Companies  which have become due (without
         regard to any  extension  of the time for  payment  and  whether or not
         shown on any Tax Return) have been paid.  The  Companies  have withheld
         and paid over all Taxes  required to have been  withheld  and paid over
         and has complied with all information reporting and back-up withholding
         requirements  relating  to Taxes.  There are no liens  with  respect to
         Taxes on any of the assets of the Companies, other than liens for Taxes
not yet due and payable.                                      

                  (3) The unpaid Taxes of the Companies  for all periods  ending
         on or before the date of the Latest  Balance  Sheets did not exceed the
         amount  of the  current  liability  accruals  for Taxes  (exclusive  of
         reserves for deferred Taxes established to reflect timing  differences)
         reflected  on the Latest  Balance  Sheets,  and the unpaid Taxes of the
         Companies for all periods ending on or before the Closing Date will not
         exceed the amount of such  current  liability  accruals as adjusted for
         the Companies'  operations in the ordinary  course of business  through
         the  Closing  Date in  accordance  with  GAAP  (except  as set forth in
         SECTION 3.8 OF THE DISCLOSURE  SCHEDULE) and, to the extent  consistent
   therewith, the most recent custom and practices of the Companies.

                  (4)  No  deficiencies  exist  or  have  been  asserted  or are
         expected to be asserted  (verbally or in writing) with respect to Taxes
         of the Companies, and the Companies has not received notice nor does it
         expect to receive notice (verbally or in writing) that it has not filed
         a Tax Return or paid any Taxes  required  to be filed or paid by it. To
         the  knowledge  of  the  Companies  and  the  Shareholder,   no  audit,
         examination,  investigation, action, suit, claim or proceeding relating
         to the  determination,  assessment  or  collection  of  any  Tax of the
         Companies is currently in process,  pending or threatened  (verbally or
         in  writing).  No waiver or  extension  of any  statute of  limitations
         relating to the assessment or collection of any Tax of the Companies is
         in effect.  There are no outstanding  requests for rulings with any Tax
authority relating to Taxes of the Companies.                 

                  (5) Neither of the  Companies  is or has ever been (i) a party
         to any Tax sharing agreement or arrangement (formal or informal, verbal
         or in writing), or (ii) a member of an affiliated group of corporations
         (within the meaning of Code Section 1504) filing a consolidated federal
         income Tax Return,  or any similar group under analogous  provisions of
other law.                                                    

                (6) The Shareholder is not a "foreign  person" as defined in
Code Section 1445(f)(3).                                      

                  (7)  Neither of the  Companies  (i) has filed a consent  under
         Code Section 341(f) concerning collapsible corporations;  (ii) has made
         any payments,  obligated  itself to make any payments or become a party
         to any agreement that under any  circumstance  could obligate it or any
         successor or assignee of it to make any  payments  that are not or will
         not be deductible  under Code Section 280G, or that would be subject to
         excise Tax under Code Section 4999;  (iii) is or has ever been a United
         States real  property  holding  corporation  within the meaning of Code
         Section  897(c)(2)  during  the  applicable  period  specified  in Code
         Section  897(c)(1)(A)(ii);  (iv) owns or has owned any  interest in any
"controlled  foreign  corporation"                            

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         as defined in Code Section  957 or "passive foreign investment company"
         as defined  in  Code  Section  1296;  (v) is or has been a party to any
         agreement  or  arrangement  for  which  partnership  Tax  Returns   are
         required  to be filed;  (vi) owns any asset that is subject to  a "safe
         harbor  lease"  within the meaning of Code  Section   168(f)(8),  as in
         effect prior to amendment by the Tax Equity and  Fiscal  Responsibility
         Act of 1982;  (vii)  owns  any  "tax-exempt  use  property"  within the
         meaning of  Code  Section  168(h) or "exempt  bond  financed  property"
         within the  meaning of Code Section 168(g)(5);  or (viii) has agreed to
         or is required  to make any  adjustment  under Code  Section  481(a) by
reason of a change in accounting method or otherwise.         

         3.13 LITIGATION.  Except as described in SECTION 3.13 OF THE DISCLOSURE
SCHEDULE,  there are  currently no pending or, to the knowledge of the Companies
or  the  Shareholder,   threatened  claims,  actions,  lawsuits,  administrative
proceedings or reviews,  or formal or informal  complaints or  investigations by
any  individual,  corporation,  partnership,  Governmental  Body or other entity
(collectively,  a "Person")  against or relating to the  Companies or any of its
directors,  employees  or agents (in their  capacities  as such) or to which any
assets of the Companies  are subject.  Neither of the Companies is subject to or
bound by any currently existing judgment, order, writ, injunction or decree.    

         3.14 COMPLIANCE WITH LAWS AND REGULATIONS.  The Companies are currently
complying with and have at all times  complied with, and the use,  operation and
maintenance  of its assets comply with and have at all times  complied with, and
neither of the Companies,  their assets or the use,  operation or maintenance of
such assets is in violation or contravention of (a) any applicable statute, law,
ordinance,  decree, order, rule or regulation,  of any Governmental Body, or (b)
any federal,  state and local laws relating to  occupational  health and safety,
employment and labor matters.                                                   

         3.15 PERMITS To the knowledge of the Companies and the Shareholder, the
Companies  own or possess  from each  appropriate  Governmental  Body all right,
title and interest in and to all permits, licenses,  authorizations,  approvals,
quality certifications, franchises or rights (collectively, "PERMITS") issued by
any Governmental Body necessary to conduct their respective  businesses,  except
where the failure to do so will not have a Material  Adverse Effect on either of
the  Companies.  Each  of such  Permits  is  described  in  SECTION  3.15 OF THE
DISCLOSURE SCHEDULE.  No loss or expiration of any such Permit is pending or, to
the  knowledge of the  Companies or the  Shareholder,  threatened  or reasonably
foreseeable,  other than  expiration  in  accordance  with the terms  thereof of
Permits that may be renewed in the ordinary course of business without lapsing. 

         3.16  EMPLOYEE  MATTERS.  Set forth in SECTION  3.16 OF THE  DISCLOSURE
SCHEDULE is a complete list of all current employees of the Companies, including
date of employment,  current title and compensation, and date and amount of last
increase in compensation.  The consummation of the transactions  contemplated by
this  Agreement  will not  accelerate the time of payment or vesting or increase
the amount of compensation due to any director,  officer or employee (present or
former) of the Companies.  The Companies do not have any collective  bargaining,
union or labor  agreements,  contacts  or other  arrangements  with any group of
employees, labor union or employee representative. Neither the Companies nor the
Shareholder knows of any organization  effort currently being made or threatened
by or on behalf of any labor union with respect to  employees of the  Companies.
In                                                                              

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addition,  (a) the Companies are in compliance with all federal,  state or other
applicable  laws,  domestic or foreign,  respecting  employment  and  employment
practices,  terms and conditions of employment and wages and hours,  and has not
and is not engaged in any unfair labor  practice,  (b) no unfair labor  practice
complaint  against the Companies are pending before the National Labor Relations
Board or any similar agency; (c) there is no labor strike, dispute, slow down or
stoppage actually pending or, to the Companies'or the  Shareholder's  knowledge,
threatened  against or involving the Companies;  (d) no representation  question
exists  respecting the employees of the  Companies;  (e) no grievance that might
have a material adverse effect upon the Companies or the conduct of its business
exists,  no  arbitration  proceeding  arising  out of or  under  any  collective
bargaining  agreement is pending,  and to the  Companies'  or the  Shareholder's
knowledge,  no such  claim  has  been  asserted;  (f) no  collective  bargaining
agreement is currently being negotiated by the Companies; (g) the Companies have
not experienced any material labor difficulty or organizing  activity during the
last  three  years;  (h)  there  has not been any  material  adverse  change  in
relations with employees of the Companies as a result of any announcement of the
transaction  contemplated by this  Agreement;  and (i) to the Companies' and the
Shareholder's  knowledge,  and  except  as set  forth  in  SECTION  3.16  OF THE
DISCLOSURE SCHEDULE, no director, officer or other key employee of the Companies
intends to terminate his  employment  with the  Companies.  The  Companies  have
noncompetition  agreements  with  each of the  Companies'  employees  listed  in
SECTION  3.16 OF THE  DISCLOSURE  SCHEDULE,  which,  to the  Companies'  and the
Shareholder's  knowledge, are valid and enforceable and no employee has breached
or, to the Companies' and the Shareholder's knowledge threatened to breach, such
employee's respective noncompetition agreement.                                 

3.17     EMPLOYEE BENEFIT PLANS.                              

                  (1)  SECTION  3.17  OF  THE  DISCLOSURE   SCHEDULE  lists  all
         "employee  pension  benefit  plans," as defined in Section  3(2) of the
         Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),
         ever maintained or contributed to (or required to be contributed to) by
         the Companies or any Affiliate (the "PENSION  PLANS").  As used in this
         Section 3.17, "Affiliate" means any corporation,  trade or business the
         employees of which,  together with the employees of the Companies,  are
         required  to be  treated as  employed  by a single  employer  under the
         provisions of ERISA or Section 414 of the Code, as amended from time to
time (the "Code").                                            

                  (2)  SECTION  3.17  OF  THE  DISCLOSURE  SCHEDULE  lists  each
         "employee  welfare  benefit plan" (as defined in Section 3(l) of ERISA)
         that the Companies or any  Affiliate  maintains,  contributes  to or is
         required to contribute to on behalf of any employee or former employee,
         including  any  multi-employer   welfare  plan  (the  "WELFARE  BENEFIT
         PLANS"), and sets forth the amount of any Liability of the Companies or
         any  Affiliate  for any payment  past due with  respect to each Welfare
         Benefit  Plan as of the date of the Closing.  No  voluntary  employees'
         beneficiary  association  or  other  funding  arrangement  (other  than
         insurance  contracts)  are being used to fund or implement  any Welfare
         Benefit  Plan.  The  Companies  have  not  made  any  written  or  oral
         representations  to  any  employee  or  former  employee  promising  or
         guaranteeing  any employer  payment or funding for the  continuation of
         benefits or coverage  under any Welfare  Benefit Plan for any period of
         time  beyond  the end of the  current  plan year  (except to the extent
required under Code Section 4980B).                           

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                  (3)  SECTION  3.17  OF  THE  DISCLOSURE  SCHEDULE  lists  each
         deferred  compensation  plan, bonus plan,  stock option plan,  employee
         stock purchase plan, and any other employee  benefit plan,  arrangement
         or commitment (whether written or oral) not required to be listed under
         paragraph  (a) or (b) above  (other  than  normal  policies  concerning
         holidays,  vacations and salary  continuation during short absences for
         illness or other  reasons)  maintained  by the  Companies for employees
(the "EMPLOYEE BENEFIT PLANS").                               

                  (4) Neither the  Companies nor any  Affiliate  maintains,  or,
         within the last five (5) years,  has  maintained,  contributed to, been
         required to contribute to or had any  employees  participating  in, any
         "defined  benefit  plan" (as defined in Section  3(35) of ERISA) or any
multi-employer plan (as defined in Section 3(37) of ERISA).   

                  (5) The  Pension  Plans,  the  Welfare  Benefit  Plans and the
         Employee  Benefit  Plans and  related  trusts and  insurance  contracts
         (collectively,  the "PLANS") are legally  valid and binding and in full
         force  and  effect.   To  the   knowledge  of  the  Companies  and  the
         Shareholder,  all of the Plans comply  currently,  and have complied in
         the past,  both as to form and  operation,  with the  provisions of all
         laws,  rules and  regulations  governing  or  applying  to such  Plans,
         including  but not  limited  to ERISA,  the Code,  the  Americans  with
         Disabilities  Act, the Family and Medical Leave Act of 1993 and the Age
         Discrimination in Employment Act; all necessary  governmental approvals
         for the Pension Plans and the Welfare Benefit Plans have been obtained;
         and a favorable determination as to the qualification under the Code of
         each of the Pension Plans and each  amendment  thereto has been made by
         the Internal Revenue  Service,  and nothing has occurred since the date
         of  such   determination   letters  that  could  adversely  affect  the
         qualification  of such  Plans or the tax exempt  status of the  related
         trust.  All  reports  and filings  required  by any  Governmental  Body
         (including without limitation Form 5500 Annual Reports,  Summary Annual
         Reports and Summary Plan  Descriptions)  with respect to each Plan have
         been  timely  and  completely  filed,  and  have  been  distributed  to
         participants  as required by  applicable  law. To the  knowledge of the
         Companies and the Shareholder,  neither the Companies, any Affiliate or
         any plan  fiduciary  of any  Plan has  engaged  in any  transaction  in
         violation  of  Section  406(a)  or (b)  of  ERISA  or  any  "prohibited
         transaction" (as defined in Code Section 4975(c)(1)) that would subject
         the Companies to any taxes,  penalties or other  Liabilities  resulting
         from such  transaction.  Neither the Companies nor the  Shareholder has
         received  notice that any of the Plans is being audited or investigated
         by any  Governmental  Body.  With  respect to such  Plans,  neither the
         Companies  nor the  Shareholder  has  received  notice  that  there are
         actions, suits or claims (other than routine claims for benefits in the
         ordinary  course)  pending or, to the knowledge of the Companies or the
         Shareholder,  threatened,  and there are no facts that could reasonably
be expected to give rise to any such actions, suits or claims.

                  (6) The  Companies do not have any  Liabilities  to any Person
         with  respect to any Plan,  except for (i)  Liabilities  that are fully
         funded by assets set aside in trust or  irrevocably  dedicated for that
         purpose,  the fair market value of which assets exceed the  Liabilities
         to which they are set aside or  dedicated,  and (ii)  Liabilities  that
         have been fully accrued on the Financial Statements.  The Companies may
terminate  any  Welfare  Benefit  Plan  or any                

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         Employee  Benefit  Plan immediately  following the Closing  without any
         Liability to employees, former  employees,  beneficiaries  or any other
         Person  except to the extent such Liabilities  have  been  accrued   or
funded as described in the preceding sentence.                

                  (7) True and complete  copies of the following  documents have
         been  delivered  by the  Companies  to Precept and Merger Sub: (i) each
         Welfare  Benefit  Plan and each  Pension  Plan and each  related  trust
         agreement or annuity contract (or other funding  instrument);  (ii) the
         most recent determination letter issued by the Internal Revenue Service
         with respect to each Pension  Plan;  (iii) Annual  Reports on Form 5500
         Series required to be filed with any Governmental Body for each Welfare
         Benefit  Plan and each Pension Plan for the two most recent plan years;
  and (iv) the most recent actuarial report for each Pension Plan.

         3.18  Title to  Assets.  Set forth in  SECTION  3.18 OF THE  DISCLOSURE
SCHEDULE is a complete list of (a) all real property owned by the Companies; (b)
all real property  leased by the Companies;  (c) each vehicle owned or leased by
the  Companies;  and (d) each asset of the  Companies  with a book value or fair
market value  greater than  $5,000.00.  The Companies  have good and  marketable
title to, or a valid  leasehold  interest  in,  all of their  assets,  including
without  limitation,  the  assets  listed  in  SECTION  3.18  OF THE  DISCLOSURE
SCHEDULE,  the assets reflected on the Latest Balance Sheets and all assets used
by the Companies in the conduct of their business (except for assets disposed of
in the ordinary  course of business and consistent with past practices since the
date of the Latest  Balance  Sheets and except for assets  held under  leases or
licenses  disclosed pursuant to Section 3.20),  subject to no Liens,  except for
(a) Liens for current  taxes not yet due or being  contested in good faith;  (b)
minor  imperfections  of title and encumbrances  that do not materially  detract
from or interfere  with the present use or value of such  assets;  and (c) Liens
disclosed in SECTION 3.18 OF THE DISCLOSURE SCHEDULE.                           

         3.19 CONDITION OF PROPERTIES.  All  facilities,  machinery,  equipment,
fixtures,  vehicles and other  tangible  property  owned,  leased or used by the
Companies  are in good  operating  condition  and  repair,  normal wear and tear
excepted,  are  reasonably  fit and usable for the  purposes  for which they are
being used,  to the knowledge of the  Companies  and the  Shareholder,  will not
likely require major overhaul or repair in the foreseeable  future, are adequate
and sufficient for the Companies' business and to the knowledge of the Companies
and the Shareholder,  substantially  conform with all applicable laws, rules and
regulations.  The Companies maintain policies of insurance issued by insurers of
recognized  responsibility  insuring the Companies and their assets and business
against such losses and risks.                                                  

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3.20     MATERIAL AGREEMENTS.                                 

                  (1)  SECTION  3.20  OF  THE  DISCLOSURE  SCHEDULE  lists  each
         agreement and  arrangement  (whether  written or oral and including all
         amendments thereto) to which the Companies are a party or a beneficiary
         or by which the  Companies or any of their assets are bound and that is
         material to the Companies  (collectively,  the "Material  Agreements"),
         including  without  limitation  (i) any real  estate  leases;  (ii) any
         contracts  for the  provision  of goods or services  by the  Companies;
         (iii) any agreement  evidencing,  securing or otherwise relating to any
         indebtedness  for which the Companies  are liable;  (iv) any capital or
         operating leases, value-added reseller,  reseller, or conditional sales
         agreements  relating  to  vehicles,  equipment  or other  assets of the
         Companies;  (v) any supply or manufacturing  agreements or arrangements
         pursuant to which the  Companies  are  entitled or obligated to acquire
         any assets from a third party; (vi) any insurance  policies;  (vii) any
         employment,   consulting,   noncompetition,    separation,   collective
         bargaining,  union or labor  agreements  or  arrangements;  (viii)  any
         agreement  with  any  shareholder  of  the  Companies   (including  the
         Shareholder),  director,  officer or employee of the Companies,  or any
         Affiliate or family member thereof; (ix) any joint marketing or similar
         agreement or  arrangement;  and (x) any other  agreement or arrangement
         pursuant  to  which,  based on  historical  or  projected  volume,  the
         Companies  could  be  required  to make,  or be  entitled  to  receive,
   aggregate payments in excess of $10,000 during any calendar year.

                  (2) The Companies have performed all  obligations  required to
         be performed by them in connection with the agreements and arrangements
         required to be disclosed in SECTION 3.20 OF THE DISCLOSURE SCHEDULE and
         are not in  receipt  of any claim of  default  under any  agreement  or
         arrangement  required to be disclosed in such  Schedule by this Section
         3.20;  the Companies  have no present  expectation  or intention of not
         fully performing any material  obligation  pursuant to any agreement or
         arrangement  required to be disclosed in SECTION 3.20 OF THE DISCLOSURE
         SCHEDULE;  and  neither  the  Companies  nor  the  Shareholder  has any
         knowledge of any breach or anticipated breach by any other party to any
         agreement  or  arrangement  required to be disclosed in SECTION 3.20 OF
THE DISCLOSURE SCHEDULE.                                      

                  (3) The Companies  have  delivered to Precept and Merger Sub a
         copy of the agreements and  arrangements  (including all amendments and
         modifications  thereto) required to be disclosed in SECTION 3.20 OF THE
         DISCLOSURE  SCHEDULE and its standard form of customer  agreement,  all
         training  manuals and all other  business  plans,  policies and manuals
        developed by the Companies in the ordinary course of their businesses.

         3.21 CUSTOMERS. Set forth in SECTION 3.21 OF THE DISCLOSURE SCHEDULE is
a complete  list of customers  as of April 30,  1999,  which also shows for each
such customer (a) revenues,  if any,  actually  received by the Companies during
the ALS's fiscal year ended  December 31, 1998 and ATS's fiscal year ended March
31, 1999,  and (b) the expiration  date of the contract or agreement.  Except as
set forth in SECTION 3.21 OF THE  DISCLOSURE  SCHEDULE,  no customer has advised
the Companies of such customer's  intent to discontinue  doing business with the
Companies  or to  reduce  the  volume  of goods or  services  purchased  from or
supplied to the Companies. Except as set forth                                  

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in SECTION 3.21 OF THE DISCLOSURE SCHEDULE, the Companies have not received from
any  customer  either oral or written  notice of such  customer's  intention  to
terminate its account with the Companies.                                       

         3.22  INTELLECTUAL  PROPERTY  RIGHTS.  Set forth in SECTION 3.22 OF THE
DISCLOSURE  SCHEDULE is a complete list of all registered  patents,  trademarks,
service marks, trade names and copyrights, and applications for and licenses (to
or from the  Companies)  with  respect  to any of the  foregoing  (collectively,
"REGISTERED INTELLECTUAL  PROPERTY"),  owned by the Companies or with respect to
which the Companies  have any rights.  To the knowledge of the Companies and the
Shareholder,  the  Companies  have  the  sole  and  exclusive  right  to use all
Registered  Intellectual  Property and other computer software (both proprietary
and third  party) and  software  licenses,  intellectual  property,  proprietary
information,  trade secrets, trademarks,  trade names, copyrights,  material and
manufacturers specifications, drawings and designs (collectively,  "INTELLECTUAL
PROPERTY")  used by the Companies or necessary in connection  with the operation
of the Companies' business,  without infringing on or otherwise acting adversely
to the rights or  claimed  rights of any  Person,  and to the  knowledge  of the
Companies and the  Shareholder,  neither the Companies  nor the  Shareholder  is
obligated to pay any royalty or other  consideration to any Person in connection
with the use of any such Intellectual  Property.  SECTION 3.22 OF THE DISCLOSURE
SCHEDULE also includes a description of the nature of the  Companies'  rights in
and to the  Intellectual  Property.  To the  knowledge of the  Companies and the
Shareholder,  no other Person is  infringing  the rights of the  Companies  with
respect to any of its Intellectual  Property.  To the knowledge of the Companies
and the  Shareholder,  no consent of any third  parties will be required for the
transfer of Intellectual Property rights to the Merger Sub or the use thereof by
the Merger Sub upon consummation of the transactions contemplated hereby, and to
the knowledge of the Companies and the Shareholder,  the  Intellectual  Property
rights  (other than with respect to required  consents of third party  licensors
and licensees of software under  applicable  licenses) are freely  transferable.
The  Companies  are the sole and  exclusive  owners of all  rights in and to the
software  described in SECTION 3.22 OF THE  DISCLOSURE  SCHEDULE,  including all
source and object code and documentation related thereto, except the third party
software  listed in SECTION  3.22 OF THE  DISCLOSURE  SCHEDULE,  as to which the
Companies have been granted all rights and licenses  necessary for the Companies
to sublicense  such  software to third  parties or to provide  services to third
parties  in the  manner in which the  Companies  have done so  through  the date
hereof and the date of Closing. The Companies have licensed the software only to
the third parties listed in SECTION 3.22 OF THE DISCLOSURE  SCHEDULE.  There are
no existing material defaults, events of default or events, occurrences, acts or
omissions  that,  with the  giving  of  notice  or lapse of time or both,  would
constitute  material  defaults by the  Companies  or, to the  Companies'  or the
Shareholder's  knowledge,  the  other  parties  thereto,  with  respect  to  the
Companies' licenses of the software to licensees or the Companies' licenses with
third parties with respect to third party  software  included in the  Companies'
software.                                                                       

         3.23 SUBSIDIARIES AND INVESTMENTS.  The Companies do not own any direct
or indirect  equity or debt  interest  in any other  Person,  including  without
limitation,  any  interest  in a  partnership  or  joint  venture,  and  are not
obligated or committed to acquire any such interest.                            

         3.24  COMPETING  INTERESTS.  Except as  disclosed  in  SECTION  3.24 OF
DISCLOSURE  SCHEDULE,  neither the Companies,  the Shareholder nor any director,
officer,  relative  or  Affiliate  of any of the                                

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foregoing  owns,  directly  or  indirectly,  an interest in any Person that is a
competitor, customer or supplier of the Companies or that otherwise has material
business dealings with the Companies.                                           

         3.25  ILLEGAL  OR  UNAUTHORIZED  PAYMENTS;   POLITICAL   CONTRIBUTIONS;
ANTITRUST.  Neither the Companies nor any of their officers or directors, or, to
the knowledge of the Companies or the  Shareholder,  the  Companies'  employees,
agents,  other  representatives  or any other business entity or enterprise with
which the Companies are or have been affiliated or associated,  has, directly or
indirectly,  made or  authorized  any  payment,  contribution  or gift of money,
property or services,  whether or not in contravention of applicable law, (a) as
a kickback or bribe to any Person or (b) to any political  organization,  or the
holder of or any aspirant to any elective or appointive  public  office,  except
for personal political contributions not involving the direct or indirect use of
funds of the Companies.  To the knowledge of the Companies and the  Shareholder,
the Companies have not violated any federal or state antitrust  statutes,  rules
or  regulations,   including   without   limitation  those  relating  to  unfair
competition, price fixing or collusion.                                         

         3.26  ENVIRONMENTAL  MATTERS.  Except for matters  disclosed in SECTION
3.26 OF THE DISCLOSURE  SCHEDULE,  (a) to the knowledge of the Companies and the
Shareholder, the personal property,  operations, and activities of the Companies
are in compliance in all material  respects  with all  applicable  Environmental
Laws;  (b) the  Companies  and  the  personal  property  and  operations  of the
Companies are not subject to any existing,  pending, or, to the knowledge of the
Companies and the Shareholder,  threatened action,  suit, claim,  investigation,
inquiry  or  proceeding  by  or  before  any   governmental   entity  under  any
Environmental  Laws (c) to the knowledge of the  Companies and the  Shareholder,
all notices, permits, licenses or similar authorizations, if any, required to be
obtained or filed by the Companies  under any  Environmental  Laws in connection
with any aspect of the  business  of the  Companies  have been duly  obtained or
filed and will remain valid and in effect after the Closing,  and the  Companies
is in compliance  with the terms and  conditions  of all such notices,  permits,
licenses, and similar authorizations; (d) there are no physical or environmental
conditions  existing on any personal property of the Companies or resulting from
the Companies' operations or activities,  past or present, at any location, that
would give rise to any on-site or off-site remedial  obligations  imposed on the
Companies  under any  Environmental  Laws; (e) to the knowledge of the Companies
and the Shareholder,  there has been no material release of hazardous substances
or any pollutant or contaminant  into the environment by the Companies;  and (f)
the  Companies  have made  available to the Merger Sub all internal and external
environmental   audits  and  studies  and  all   correspondence  on  substantial
environmental  matters in the possession of the Companies relating to any of the
current or former properties or operations of the Companies.                    

         3.27 BROKERS.  Except for West  Worldwide  Industries and to the extent
disclosed  in SECTION  3.27 OF THE  DISCLOSURE  SCHEDULE,  no broker,  finder or
investment  banker  is  entitled  to any  brokerage,  finder's  or other  fee or
commission in connection  with the  transactions  contemplated by this Agreement
based  upon  arrangements  made  by  or  on  behalf  of  the  Companies  or  the
Shareholder.                                                                    

         3.28 INSURANCE. Set forth in SECTION 3.28 OF THE DISCLOSURE SCHEDULE is
a list of all insurance  policies  currently in effect under which either of the
Companies is a beneficiary or an insured. Such insurance coverage will remain in
effect (or will be replaced by similar  policies)  with respect to the Companies
and their properties as to all events  occurring on or prior to the Closing.    

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As of the date of this Agreement,  neither the Companies nor the Shareholder has
received  any notice  that any of the  policies  listed in  SECTION  3.28 OF THE
DISCLOSURE  SCHEDULE  has  been or  will  be  canceled  prior  to its  scheduled
termination date, or would not be renewed substantially on the same terms now in
effect if the insured party requested renewal or has received notice from any of
its insurance  carriers that any insurance  premiums will be subject to increase
in an amount  materially  disproportionate  to the amount of the increases  with
respect thereto (or with respect to similar  insurance) in prior years.  Neither
of the Companies is in default under any such policy so as to permit the carrier
to terminate  or to deny  coverage  under such policy,  and all premiums due and
payable  with respect to such  coverage  have been paid or accrued on the Latest
Balance Sheets.                                                                 

         3.29 BANK ACCOUNTS AND POWERS OF ATTORNEY. Set forth in SECTION 3.29 OF
THE  DISCLOSURE  SCHEDULE is a complete list of (a) the name and address of each
bank or other  depository  institution in which the Companies have an account or
safe  deposit  box, the number of such account or safe deposit box and the names
of all persons authorized to draw thereon or to have access thereto, and (b) the
names of all persons,  if any, holding powers of attorney from the Companies and
a summary statement of the terms thereof.                                       

         3.30 WARRANTIES. SECTION 3.30 OF THE DISCLOSURE SCHEDULE summarizes all
claims  outstanding,  pending  or, to the  knowledge  of the  Companies  and the
Shareholder,  threatened for breach of any warranty  relating to any products or
services sold by the Companies prior to the date hereof.  The description of the
Companies'  product  and  service  warranties  set forth in SECTION  3.30 OF THE
DISCLOSURE SCHEDULE is correct and complete.                                    

         3.31 INVENTORY.  SECTION 3.31 OF THE DISCLOSURE SCHEDULE sets forth, as
of May 11,  1999,  all  inventory  of the  Companies  that is (a)  owned  by the
Companies,  and (b) owned by customers of the Companies.  Except as set forth in
SECTION 3.31 OF THE DISCLOSURE SCHEDULE, all inventory owned by the Companies is
merchantable  and fit for the purpose for which it was procured or manufactured,
and none of which is obsolete,  damaged or defective in any amount,  normal wear
and tear  excepted.  Such inventory is owned by the Companies and is not subject
to any liens, charges, pledges, security interests or other encumbrances, except
as set forth in SECTION 3.31 OF THE DISCLOSURE SCHEDULE.                        

         3.32  AFFILIATE  TRANSACTIONS.  Except as set forth in the notes to the
Financial Statements or disclosed in SECTION 3.32 OF THE DISCLOSURE SCHEDULE and
other than pursuant to this Agreement and the Transaction Documents, neither the
Shareholder  nor  any  of his  Affiliates  has  any  agreement,  undertaking  or
understanding with the Companies (other than normal employment  arrangements) or
any interest in any property,  real,  personal or mixed,  tangible or intangible
(including,  without  limitation,  intellectual  property  rights),  used  in or
pertaining  to the business of the  Companies  (other than  ownership of capital
stock of the  Companies).  Neither the Shareholder nor any of his Affiliates has
any direct or indirect  interest in any competitor,  supplier or customer of the
Companies  or in any person,  from or entity from whom or to whom the  Companies
leases  any  property,  or in any other  person,  firm or  entity  with whom the
Companies  or either of them  transact  business of any nature.  For purposes of
this Section 3.32, the members of the immediate  family of a director,  officer,
employee  or  shareholder  shall  consist  of  the  spouse,  parents,  children,
siblings,   mothers-and   fathers-in-law,    sons-and   daughters-in-law,    and
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3.33     REORGANIZATION MATTERS.                              

                  (1) The fair  market  value of the  Precept  Common  Stock and
         other  consideration  received by the Shareholder will be approximately
         equal  to the  fair  market  value  of the  Shares  surrendered  by the
Shareholder in the Mergers.                                   

                  (2) Pursuant to the Mergers,  the Surviving  Corporation  will
         acquire at least 90% of the fair market  value of the net assets and at
         least 70% of the fair market  value of the gross assets held by each of
         the  Companies  at the time  discussions  were  initiated  which led to
         execution  of this  Agreement.  For  purposes  of this  representation,
         amounts  paid by each  Company to  dissenters,  assets used to pay each
         Company's    reorganization   expenses,   and   all   redemptions   and
         distributions  made by each Company at any time after  discussions were
         initiated  which led to execution of this Agreement will be included as
assets of the respective Company.                             

                  (3) The  fair  market  value  of the  assets  of each  Company
         immediately  prior to and immediately  following the Mergers will equal
         or  exceed  the  sum of the  liabilities  of each  Company,  including,
       without limitation, any liabilities to which such assets are subject.

                  (4) There is no intercorporate  indebtedness  existing between
         Precept  and either  Company or between  Merger Sub and either  Company
that was issued, acquired, or will be settled at a discount.  

                  (5) None of the  Precept  Common  Stock to be  received by the
         Shareholder  at the  Closing  will be  separate  consideration  for, or
         allocable to, any employment  agreement,  and the compensation  paid by
         the  Surviving  Corporation  to the  Shareholder  will be for  services
         actually  rendered and will be commensurate with the amount which would
         be paid to  third  parties  bargaining  at  arm's  length  for  similar
services.                                                     

                  (6) In contemplation  of the Mergers,  (i) neither Company and
         no party  related  to either  Company  within the  meaning of  Treasury
         regulations  Section  1.368-1(e)(3) has redeemed or acquired any of the
         Shares and (ii) the Company has not made any extraordinary distribution
         within the meaning of Treasury regulations Section 1.368-1(e)(1)(ii)(A)
with respect to the Shares.                                   

                  (7)  Neither  Company is an  investment  company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.               

                  (8) Neither Company is under the  jurisdiction of a court in a
         title 11 or similar case within the meaning of Section  368(a)(3)(A) of
the Code.                                                     

         3.34  CONDUCT OF  BUSINESS.  From the date of Last  Balance  Sheets and
through the Closing, the Companies have (a) operated only in the ordinary course
of business and consistent  with past practices and used their  reasonable  best
efforts,  consistent  with past  practices,  to  preserve  the                  

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goodwill  of  the  Companies  and  of  their  employees,  customers,  suppliers,
Governmental Bodies and others having business dealings with the Companies;  (b)
except as  contemplated  by this  Agreement  or as  otherwise  disclosed  in the
Disclosure Schedule,  not engaged in any transaction outside the ordinary course
of business,  including without  limitation by making any material  expenditure,
investment or commitment or entering into any material  agreement or arrangement
of any kind;  (c)  maintained  all  insurance  policies and all Permits that are
required for the Companies to carry on their respective business; (d) maintained
books of account  and  records in the usual,  regular  and  ordinary  manner and
consistent with past  practices;  and (e) not taken any action that would result
in a breach (as of the Closing) of the  representations and warranties set forth
in Section 3.11.                                                                

         3.35 NO SALE COMMITMENTS.  There are no commitments by the Companies or
the  Shareholder  to sell either the assets of the Companies or the stock of the
Companies,  to any  third  party,  whether  by sale,  merger  or  other  form of
reorganization or acquisition.                                                  

         3.36 NO  MISREPRESENTATIONS.  Neither the Companies nor the Shareholder
has received any appraisal, report or other information relating to the value or
condition of either  Company  that  indicates a material  adverse  change in the
value or  condition of either  Company or any of its  material  assets from that
indicated in the  Financial  Statements.  The  representations,  warranties  and
statements  made by the  Companies  and the  Shareholder  in or pursuant to this
Agreement  (including the Disclosure Schedule) are true, complete and correct in
all material respects and do not contain any untrue statement of a material fact
or omit to state any material  fact  necessary to make any such  representation,
warranty  or  statement,  under  the  circumstances  in which  it is  made,  not
misleading.                                                                     

 ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF PRECEPT AND MERGER SUB

         Precept  and Merger  Sub,  respectively,  represent  and warrant to the
Companies (until the Closing) and the Shareholder as follows:                   

         4.1  ORGANIZATION.  Precept is a corporation,  validly  existing and in
good  standing  under  the  laws of the  State of  Texas,  and  Merger  Sub is a
corporation,  validly  existing and in good standing under the laws of the State
of Texas.  Each of  Precept  and  Merger Sub is duly  authorized,  qualified  or
licensed to do  business  and is in good  standing  as a foreign  entity in each
state or other  jurisdiction  in which its  assets  are  located or in which its
business or operations as presently conducted make such qualification necessary,
except where the failure to be so licensed or qualified would not be expected to
have a material adverse effect on Precept or Merger Sub.                        

         4.2  AUTHORITY.  Precept  and Merger Sub have all  requisite  corporate
power and  authority  to  execute,  deliver and  perform  under the  Transaction
Documents. The execution,  delivery and performance of the Transaction Documents
by Merger Sub and Precept have been duly  authorized  by all  necessary  action,
corporate or otherwise,  on the part of Merger Sub and Precept.  This  Agreement
has been,  and the  Transaction  Documents at Closing will be, duly executed and
delivered by Merger Sub and Precept and are legal,  valid and binding agreements
of Merger Sub and Precept,  enforceable  against each of them in accordance with
their respective terms,  except (a) as may be limited by applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general             

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application  affecting enforcement of creditors' rights generally and (b) as may
be  limited  by laws  relating  to the  availability  of  specific  performance,
injunctive relief or other equitable remedies.                                  

         4.3 CAPITALIZATION. The authorized capital stock of Precept consists of
(a)  110,500,000  shares of Common Stock of which  100,000,000  shares have been
designated  Class A Common Stock,  $.01 par value per share,  of which 7,866,333
shares are issued and outstanding as of December 31, 1998, and 10,500,000 shares
of which have been designated  Class B Common Stock, of which 592,142 shares are
issued and  outstanding  as of January 31,  1999,  and (b)  3,000,000  shares of
Preferred  Stock,  of which no shares are issued and  outstanding as of December
31,  1998.  All  outstanding   shares  are  validly   issued,   fully  paid  and
non-assessable  and were  offered and sold in  substantial  compliance  with all
applicable securities laws and regulations.                                     

         4.4 PRECEPT  COMMON  STOCK.  The  Precept  Common  Stock to  be  issued
pursuant to this Agreement will be duly  authorized,  validly  issued,  and upon
receipt of the consideration contemplated hereby, fully paid and nonassessable. 

         4.5 NO  VIOLATION.  The  execution,  delivery  and  performance  of the
Transaction Documents by Merger Sub and Precept will not conflict with or result
in the breach of any term or  provision  of, or violate or  constitute a default
under  any  charter  provision  or  bylaw  or  under  any  material   agreement,
instrument,  order,  law or regulation to which Merger Sub or Precept is a party
or by which Merger Sub or Precept is in any way bound or obligated.             

         4.6 GOVERNMENTAL  CONSENTS. To the knowledge of Merger Sub and Precept,
no consent, approval, order or authorization of, or registration, qualification,
designation,  declaration or filing with, any  Governmental  Body is required on
the  part  of  Merger  Sub  or  Precept  in  connection  with  the  transactions
contemplated by this Agreement.                                                 

         4.7 SEC DOCUMENTS,  ETC. Precept has furnished or made available to the
Companies  or the  Shareholder  a true  and  complete  copy of its  Registration
Statement on Form S-4 filed under the  Securities Act of 1933, as filed with the
SEC (the "S-4 REGISTRATION  STATEMENT").  The S-4 Registration  Statement is not
currently effective, and Precept will be required to amend such S-4 Registration
Statement  (such  amendment to be filed initially on or before June 15, 1999) in
order for the Precept  Common Stock to be delivered  to the  Shareholder  at the
Closing  to  be  registered  under  the  Securities  Act  pursuant  to  the  S-4
Registration  Statement.  The S-4 Registration  Statement,  as amended, shall be
prepared in compliance in all material respects with the applicable requirements
of the Securities Act. The S-4 Registration Statement will (i) comply as to form
in all material respects with the applicable  requirements of the Securities Act
and (ii) will not contain  any untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  made  therein not  misleading.  The  prospectus  relating to the S-4
Registration  Statement (i) will comply as to form in all material respects with
the applicable  requirements of the Securities Act and (ii) will not contain any
untrue  statement of a material fact required to be stated  therein or necessary
to make the statements made therein,  in light of the circumstances  under which
they were made,  not  misleading.  Each of the  consolidated  balance  sheets of
Precept included in the S-4 Registration  Statement (including the related notes
and schedules) fairly present the consolidated  financial position of Precept as
of the  dates set  forth  therein  and each of the  consolidated  statements    

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of income, cash flows and shareholders'  equity included in the S-4 Registration
Statement  (including  any related  notes and  schedules)  fairly  presents  the
results of income,  cash flows and shareholders'  equity, as the case may be, of
Precept for the periods set forth  therein  (subject,  in the case of  unaudited
statements,  to normal year-end audit  adjustments that would not be material in
amount or effect),  in each case in accordance  with GAAP  consistently  applied
during the periods involved.                                                    

         4.8   FINDERS' FEES. There is no investment banker,  broker,  finder or
other  intermediary  that has been retained by or is authorized to act on behalf
of Precept or Merger Sub who might be entitled to any fee or commission from the
Shareholder or the Companies upon consummation of the transactions  contemplated
by this Agreement.                                                              

4.9   REORGANIZATION MATTERS.                                 

                  (1) Merger Sub has been  formed  solely  for the  purposes  of
         effecting the Mergers and,  immediately  prior to the Mergers,  Precept
         will  "control"  Merger Sub within the meaning of Section 368(c) of the
Code.                                                         

                  (2) Neither  Precept nor any party  related to Precept  within
         the  meaning of  Treasury  regulations  Section  1.368-1(e)(3)  has any
         present  plan or  intention  to redeem or  acquire  any of the  Precept
Common Stock issued in the Mergers.                           

                  (3) Precept  has  no  present  plan  or  intention  to sell or
         otherwise  dispose  of any of the  assets  or  stock  of the  Surviving
         Corporation,  except for  dispositions  made in the ordinary  course of
      business or transfers described in Section 368(a)(2)(C) of the Code.

                  (4) Following  the Mergers,  the  Surviving  Corporation  will
         continue each Company's historic business or use a significant  portion
of each Company's historic business assets in a business.     

                  (5) Precept is not an investment company as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.                       

                  (6) Precept  is  not  under the  jurisdiction  of a court in a
         title 11 or similar case within the meaning of Section  368(a)(3)(A) of
the Code.                                                     

         4.10  TRANSFERABILITY.  On  the  effective  date  of the  amendment  to
Precept's existing registration  statement for the Precept Class A Common Stock,
such shares will be fully  registered  and freely  transferable  by  Shareholder
under  the  Securities  Act  subject  to laws and rules of  general  application
regarding transfers of shares that have been registered under such Act.         

         4.11  LITIGATION.  Except as set forth in Precept's SEC Form 10-K filed
on  September  25,  1998 for the fiscal  year  ending  June 30,  1998 (the "10-K
DATE"),  and except as  disclosed  in  Precept's  SEC Forms 10-Q for the periods
ended  September  30, 1998,  and December  31, 1998,  in Precept's  annual proxy
statement and annual report, and in any subsequent filing on Form 8-K thereafter
and through April 28, 1999,  there are currently no pending or, to the knowledge
of  Precept  or Merger                                                          

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Sub, threatened material claims, actions, lawsuits, administrative proceeding or
reviews of formal or informal complaints or investigations by any Person against
or relating to Precept or Merger Sub or any of their  directors,  employees,  or
agents (in their capacities as such) or to which any assets of Precept or Merger
Sub  are  subject.  Except  as  otherwise  set  forth  in the  S-4  Registration
Statement,  neither  Precept  nor  Merger  Sub is bound by, or  subject  to, any
currently existing judgment, order, writ, injunction or decree that would have a
Material Adverse Effect on Precept or Merger Sub.                               

         4.12 ABSENCE OF MATERIAL ADVERSE CHANGE. Since the 10-K Date and except
as disclosed in Precept's  SEC Forms 10-Q for the periods  ended  September  30,
1998,  December 31, 1998, in Precept's annual proxy statement and annual report,
and in any subsequent  filing on Form 8-K thereafter and through April 28, 1999,
and in the press release issued May 13, 1999, a copy of which has been delivered
to the Companies and  Stockholder,  there has not been: (a) any material adverse
change  in the  condition  (financial  or  otherwise),  results  of  operations,
business,  assets or  Liabilities  of Precept or Merger  Sub;  (b) any  material
payment (including,  without  limitation,  any dividend or other distribution or
repayment of  indebtedness)  to any  shareholder  of Precept or Merger Sub other
than payment of compensation to employees and directors of Precept or Merger Sub
in the ordinary course of business and consistent  with past practices;  (c) any
material  breach or default  (or event that with notice or lapse of time or both
would  constitute a breach or default),  termination or, to the knowledge of the
executive  officers of Precept or Merger Sub threatened  termination,  under any
material  agreement of Precept or Merger Sub; (d) any  material  theft,  damage,
destruction,  casualty loss, condemnation or eminent domain proceeding affecting
any of assets of Precept or Merger Sub, not covered by insurance;  (e) any sale,
assignment  or  transfer  of any of the  assets of Precept or Merger Sub that is
outside the ordinary  course of business and that would have a material  adverse
effect on Precept or Merger Sub;  (f) any waiver by Precept or Merger Sub of any
material  rights  related to  Precept's  or Merger  Sub's  respective  business,
operations  or  assets;  (g)  any  other  material  transaction,   agreement  or
commitment   entered  into  by  Precept  or  Merger  Sub  or  their  significant
shareholders affecting Precept's or Merger Sub's respective business, operations
or assets,  that is outside the ordinary course of business and would materially
adversely affect Precept's or Merger Sub's  respective  business,  operations or
assets or (h) any  agreement or  understanding  to do or resulting in any of the
foregoing. It is understood,  however, that Precept,  through a subsidiary,  has
acquired a transportation  company known as AAA Guaranteed On Time Service, LLC,
in Clinton,  New Jersey, and that this transaction has not yet been disclosed in
SEC filings, although a related press release has been issued.                  

         4.13 BREACH OF  REPRESENTATIONS  AND WARRANTIES.  The  representations,
warranties and statements  made by Precept and Merger Sub in or pursuant to this
Agreement  are true,  complete and correct in all  material  respects and do not
contain any untrue  statement  of a material  fact or omit to state any material
fact necessary to make any such representation, warranty or statement, under the
circumstance in which it was made, not misleading.                              

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ARTICLE V.
 ADDITIONAL COVENANTS AND AGREEMENTS

         5.1  INFORMATION  FOR FILINGS.  Prior to and after Closing each Company
and the  Shareholder  will furnish  Precept and Merger Sub with all  information
reasonably  available to them concerning the Companies and the Shareholder as is
required for  inclusion in any  application  or filing made by Precept or Merger
Sub to any Governmental Body in connection with the transactions contemplated by
this Agreement.                                                                 

         5.2  PUBLICITY. Merger Sub, Precept,  the Companies and the Shareholder
will cooperate with each other in the development  and  distribution of all news
releases and other public disclosures relating to the transactions  contemplated
by this  Agreement.  Neither  Merger Sub or  Precept,  on the one hand,  nor the
Companies or the Shareholder, on the other hand, will issue or make, or allow to
have issued or made,  any press release or public  announcement  concerning  the
transactions  contemplated  by this  Agreement  without the advance  approval in
writing of the form and substance thereof by the other parties, unless otherwise
required by applicable  legal  requirements;  provided,  however,  such approval
shall not be unreasonably withheld.                                             

         5.3  RELEASE  BY THE  SHAREHOLDER.  Effective  upon  the  Closing,  the
Shareholder for himself and his heirs, executors, administrators, successors and
assigns, hereby fully and unconditionally release and forever discharge and hold
harmless  the  Companies,  Merger  Sub,  the  Surviving  Corporation  and  their
respective employees,  officers, directors,  successors and assigns from any and
all claims,  demands,  losses,  costs, expenses (including reasonable attorneys'
fees and expenses),  obligations,  liabilities  and/or damages of every kind and
nature  whatsoever,  whether or not now existing or known,  relating in any way,
directly  or  indirectly,  to the  Companies  or its  business  (other than with
respect to this Agreement or the  transactions  contemplated  hereby),  that the
Shareholder  may now have or may hereafter  claim to have against the Companies,
Merger Sub,  the  Surviving  Corporation  or any of their  employees,  officers,
directors, successors or assigns.                                               

5.4  COVENANTS RELATING TO TAXES.                             

                  (1) Precept  shall cause the  Surviving  Corporation  to duly,
         accurately and timely (with regard to any duly granted extensions) file
         all Tax Returns of the Companies required to be filed after the Closing
         Date and pay all Taxes due thereon. The Shareholder shall reimburse the
         Surviving  Corporation  within  fifteen (15) days after  payment by the
         Surviving Corporation or Precept of such Taxes to the extent such Taxes
         (i) relate to any taxable  period  ending on or before the Closing Date
         (for any taxable period  beginning  before and ending after the Closing
         Date to the extent  allocable  to the portion of such period  beginning
         before and ending on the  Closing  Date) and (ii)  exceed the amount of
         the current  liability  accruals for Taxes  (exclusive  of reserves for
         deferred Taxes established to reflect timing differences)  reflected on
         the Latest Balance Sheets as adjusted for Companies'  operations in the
         ordinary course of business through the Closing Date in accordance with
         GAAP and, to the extent  consistent  therewith,  the most recent custom
         and  practices  of  the  Companies;  provided  that  if  the  Surviving
         Corporation  is entitled to a Tax refund for the periods  described  in
         (i) above,  the Surviving  Corporation  shall pay the amount of the Tax
refund to the  Shareholder on a pro                           

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         rata basis within  fifteen (15) days after the Surviving  Corporation's
         receipt  thereof.  The  amount of the Tax  refund  shall be  payable in
         shares of Precept  Common Stock valued as of the date the Tax refund is
         received by the  Surviving  Corporation.  For  purposes of this Section
         5.10(b),  the  portion  of any Tax  attributable  to a taxable  year or
         period  beginning  before and ending  after the  Closing  Date shall be
         determined by apportioning  the Tax for the entire year or period based
         upon the number of days in the year or period, except that any such Tax
         measured by income or receipts shall be  apportioned  based upon actual
         results  of   operations   through  the  end  of  the   Closing   Date.
         Notwithstanding  the foregoing,  the Shareholder shall not be obligated
         to reimburse the Surviving  Corporation for excess taxes resulting from
         a decision made,  action taken or position taken by Precept unless such
         decision,  action or  position  was taken to correct a prior  decision,
         action or position  which was not in  compliance  with  applicable  Tax
laws.                                                         

                  (2) The Shareholder,  the Companies, Precept and the Surviving
         Corporation  shall  reasonably  cooperate with each other in connection
         with the filing of Tax  Returns  pursuant  to this  Section 5.4 and any
         audit,  litigation,  or other  proceeding  with respect to Taxes of the
         Companies.  Such cooperation  shall include the provision of copies, at
         the requesting party's expense, of records and information  relevant to
         any such Tax Return or proceeding and making  employees  available on a
         mutually  convenient  basis  to  provide  additional   information  and
explanation of any material provided hereunder.               

5.5      TAX TREATMENT.                                       

                  (1)  From  and  after  the  date  of this  Agreement,  none of
         Precept,  Merger Sub, the Companies,  or any Shareholder shall take, or
         cause or permit any of their  Affiliates to take, any action that would
         preclude  qualification  of  the  transactions   contemplated  by  this
         Agreement   as  a   reorganization   within  the  meaning  of  Sections
368(a)(1)(A) and 368(a)(2)(D) of the Code.                    

                  (2) Each of the  Companies  and Precept  shall comply with the
         reporting  requirements  of Treasury  regulations  Section  1.368-3 and
         shall  not  take  any  position  on any Tax  Return  inconsistent  with
         qualification of the  transactions  contemplated by this Agreement as a
         reorganization  with  the  meaning  of the  Sections  368(a)(1)(A)  and
368(a)(2)(D) of the Code.                                     

         5.6 EMPLOYMENT AGREEMENTS. At the Effective Date, DiMarco, Sagarino and
Riedel and the Surviving Corporation shall enter into employment agreements (the
"EMPLOYMENT  AGREEMENTS"),  pursuant  to the  terms  of which  DiMarco  shall be
employed as President of the Surviving  Corporation,  Sagarino shall be employed
as Executive Vice President Sales and Marketing of the Surviving Corporation and
Riedel shall be employed as Controller of the Surviving Corporation. Each of the
Employment Agreements shall provide that the affected employee shall be entitled
to participation in stock option plans adopted from time to time by Precept at a
level  commensurate  with the position  held by each such  employee and on terms
generally   applicable  to  those  in  similar  positions  throughout  Precept's
organization.                                                                   

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         5.7 ADDITIONAL  ACQUISITIONS IN NEW ENGLAND.  In addition to salary and
any  other   compensation  and  payments   payable  to  the   Shareholder,   the
Shareholder's  Employment  Agreement  shall further provide that with respect to
each transportation company acquired by Precept or its Affiliates in New England
(defined  as  the  states  of  Maine,  New  Hampshire,  Vermont,  Rhode  Island,
Massachusetts,  Connecticut), regardless of whether the Shareholder was involved
with such acquisition,  from and after the date of Closing hereunder and through
and including May 12, 2002 (the  "TERMINATION  DATE"),  the Shareholder shall be
paid as a bonus ten percent  (10%) of any increase in the pre-tax  profit of the
acquired  company over its base year pre-tax  profit as  calculated  and used by
Precept in its acquisition of the acquired  company.  Any such increase shall be
calculated for the period from the date of each such acquisition for consecutive
twelve-month periods thereafter through (but never beyond) the Termination Date.
For any  partial  year  covered by these  provisions,  any  increase  in pre-tax
profits of the acquired  company will be compared with the same seasonal  period
in the preceding  year of the acquired  company so as to accurately  reflect the
increase in such profits for the period so covered.  This bonus shall be due and
payable not later than the  forty-fifth  (45th) day  following  the close of the
twelve-month  period to which it relates.  Pre-tax profits shall meaning the net
earnings before federal,  state and local income taxes,  and before the payments
provided under this subparagraph,  but after payment of any commission otherwise
payable to Employee under Section 5.8 below. A  transportation  company shall be
deemed to be in New England and  therefore  subject to these  provisions  if its
base of operations is located in New England, and a transportation company shall
be any company  operating a personal  transportation  business as a  significant
part of its operations or business.  It is intended,  however,  that the bonuses
shall be  determined  by and with  respect to the results of  operations  of the
transportation  line of business of any acquired company and not with respect to
other lines of business that might be so acquired.                              

         5.8 BONUSES  PAYABLE IN STOCK.  The bonuses  described  in Sections 5.7
above shall be payable in Precept Class A Common Stock ("Precept Common Stock"),
with the  number  of such  shares  to be  issued to  satisfy  such  bonuses  and
commissions  determined by using the average  closing price of such common stock
on the NASDAQ small capitalization market (or, in the event that such shares are
not traded on NASDAQ, the highest closing price on any other applicable exchange
or market system) for the period of ten (10) trading days immediately  preceding
the date two days before the date such bonuses and commissions are due.  Pre-tax
profits of the Companies,  the Surviving  Corporation  and any acquired  company
shall  be  determined  in  accordance  with  GAAP,  as used by  Precept  and its
Affiliates  throughout their operations.  Pre-tax profits of the Companies,  the
Surviving  Corporation  and any acquired  company  shall be  calculated  without
reference  to any  general  corporate  overhead  charges [as opposed to specific
corporate  overhead  charges  to  pay or  reimburse  Precept  or  any  of  their
Affiliates  (other than  Surviving  Corporation)  for actual costs of personnel,
travel, accounting,  legal, professional services, computer services,  insurance
and other similar  charges  incurred on behalf of the Surviving  Corporation] or
management fee of Precept or any of its Affiliates. All shares of Precept Common
Stock to be issued  under  Section 5.7 shall be publicly  registered  as soon as
practicable  and in any event  within  thirty  (30) days after  their  issuance,
subject to the  requirements  of SEC Rule 144 and Rule 145 and other  applicable
requirements of the Securities and Exchange  Commission.  From and after Closing
and as long as transfer of the Precept Common Stock is restricted under SEC Rule
144 or Rule 145, Precept shall maintain its status as a reporting  company under
the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") and  maintain  its
filings with the SEC  (including  all filings under Sections 13 and 15(d) of the
Exchange Act) so as                                                             

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to satisfy the public information  requirements of SEC Rule 144. The Shareholder
shall have no right to receive the bonuses in cash. The Shareholder acknowledges
that the  Shareholder  has  received a copy of Precept's  existing  Registration
Statement on Form S-4, and that the Shareholder, through his counsel, has access
to all public  information  filings of Precept  with the SEC through the date of
this  Agreement.  Precept hereby  covenants and agrees to deliver to Shareholder
all  amendments  to  Form  S-4  and all  other  SEC  filings  needed  to  effect
registration of  Shareholder's  shares issued under this Agreement within thirty
(30)  days of  Precept's  filings  of same  with the SEC.  On the  Shareholder's
request, copies of any and all such filings will be provided to Shareholder free
of charge.                                                                      

         5.9 COMMISSIONS ON NEW NATIONAL ACCOUNTS. In addition to salary and any
other  compensation and payments payable to the Shareholder,  the  Shareholder's
Employment  Agreement  shall  further  provide  that  Shareholder  will  also be
entitled to a commission equal to five percent (5%) of gross revenue  (excluding
only  gratuities  and   out-of-pocket   expenses)   received  by  the  Surviving
Corporation  over the period from the date of Closing  through May 12, 2004,  on
all sales to  national  accounts  secured  principally  through  the  efforts of
Employee  (and not  necessarily  solely  through the efforts of Employee)  after
Closing  that  are not  accounts  served  by  Precept,  Ambassador  or of  their
respective  affiliates as of the date of closing under the Merger  Agreement and
Asset Purchase  Agreement.  National  accounts  otherwise  qualifying under this
Section 5.9 shall not be disqualified for the reason that negotiations with such
accounts are or were ongoing at the time of Closing  hereunder.  Precept and the
Companies  acknowledge  that as of the time of Closing  hereunder,  negotiations
were  ongoing  with Aetna,  Asa,  Brown  Boveri,  ESPN and Lego  Systems.  These
commissions  described in this Section 5.9 shall be payable in cash on terms and
conditions  generally  applicable to  commissioned  salespersons  in the Precept
organization  and in any event no later than the date thirty (30) days after the
close of the month in which  payment for services  rendered to such  accounts is
received by the Surviving Corporation.                                          

         5.10  SHAREHOLDER  GUARANTIES.  Precept and the  Surviving  Corporation
jointly  and  severally  agree that they shall  each use their  respective  best
efforts to cause the  Shareholder to be removed within sixty (60) days after the
Closing  as a  guarantor  or  obligor  of those  obligations  identified  in the
Disclosure Schedule as Material  Agreements,  as and to the extent such Material
Agreements  constitute  and  create (a)  purchase  money  debt for  vehicles  or
equipment,  (b) indebtedness for borrowed money or contractual lease obligations
or (c) trade credit.  Such removal may be by any  commercially  prudent means in
the discretion of Precept and the Surviving Corporation, whether by execution of
an assumption  agreement,  payment of the underlying  indebtedness or otherwise.
Precept  and the  Surviving  Corporation  shall  indemnify,  defend and hold the
Shareholder   harmless  from  any  such  guaranties,   debts,   obligations  and
liabilities,  including  all  costs of  collection,  attorneys'  fees and  other
expenses  paid or  incurred  by  Shareholder  with  respect to all such  assumed
liabilities; provided, that Precept and the Surviving Corporation shall not have
any  obligation  under  this  Section  with  respect to any  undisclosed  debts,
obligations or liabilities in breach of the  representations of the Companies or
the Shareholder contained herein.                                               

         5.11 CLOSING  DELIVERIES  FROM THE  COMPANIES AND  SHAREHOLDER.  At the
Closing the Companies and the Shareholder shall have performed and complied with
all the covenants and agreements  and satisfied the conditions  required by this
Agreement to be  performed,  complied  with                                     

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or satisfied by them in all material  respects at or prior to the Closing  Date,
including without limitation the delivery to Merger Sub and Precept of all items
required to be delivered by them as provided below:                             

         a.   Employment Agreement substantially in the form of Exhibit A hereto
executed by and between Merger Sub and DiMarco;     

         b.   Employment Agreement substantially in the form of Exhibit B hereto
executed by and between Merger Sub and Sagarino;    

         c.   Employment Agreement substantially in the form of Exhibit C hereto
executed by and between Merger Sub and Riedel;      

         d.   Confidentiality and Noncompetition  Agreement substantially in the
              form of  Exhibit  D hereto  executed  by and  among  Precept,  the
Companies and the Shareholder;                      

         e.   Affiliate Agreement  substantially in the form of Exhibit E hereto
    executed by and between Merger Sub and each Shareholder;

         f.   Closing Certificate  substantially in the form of Exhibit F hereto
  executed by and between Shareholder and the Companies;

         g.   Secretary's  Certificate  substantially  in the form of  Exhibit G
              hereto  executed by the secretary and chief  executive  officer of
the Companies;                                      

         h.   Stock power endorsed in blank from each  Shareholder  with respect
to the Escrowed Shares;                             

         i.   If and to the extent  requested  by Precept  or Merger  Sub,  each
              director and officer of the  Companies  will deliver to Precept or
Merger Sub a written resignation;                   

         j.   The  Companies  and the  Shareholder  will  deliver to Precept and
              Merger Sub a legal opinion of their counsel  satisfactory  in form
       and substance to Precept, Merger Sub and its legal counsel.

         k.   The  Companies  and the  Shareholder  will  deliver to Precept and
              Merger  Sub a  certificate  of the  Secretaries  of the  Companies
              certifying  that the  board  and  shareholder  resolutions  of the
              Companies   approving   the   transactions   contemplated   hereby
              including, but not limited to, the Mergers, in accordance with the
              laws of the State of Connecticut, the certificate of incorporation
and the bylaws of the Companies.                    

         l.   The  Companies  and the  Shareholder  will  deliver to Precept and
              Merger  Sub a  certificate  of the  Secretaries  of the  Companies
              certifying  the  incumbency  and signatures of the officers of the
Companies signing the Transaction Documents.        

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         m.   The  Companies  and the  Shareholder  will  deliver to Precept and
              Merger  Sub a  certificate  of the  Secretaries  of the  Companies
              certifying  the  completeness  and  accuracy  of the  Articles  of
Incorporation and Bylaws of the Companies.          

         n.   The  Companies  and the  Shareholder  will  deliver to Precept and
              Merger Sub certificates of appropriate governmental authorities as
              to  the  existence  and  good  standing  of the  Companies  of the
continuing validity of the permits of the Companies.

         5.11  CLOSING  DELIVERIES  FROM  PRECEPT AND MERGER SUB. At the Closing
Precept and Merger Sub shall have  performed and complied with all the covenants
and  agreements  and satisfied the  conditions  required by this Agreement to be
performed,  complied  with or satisfied  by them in all material  respects at or
prior to the Closing  Date,  including  without  limitation  the delivery to the
Companies  and  Shareholder  of all items  required to be  delivered  by them as
provided below:                                                                 

         a.   Subject to Section 6.7 below, Precept will deliver (or cause to be
              delivered) to each  Shareholder a stock  certificate  representing
              the  Precept  Common  Stock  to be  delivered  to  the  respective
              Shareholder at Closing,  together with such cash as the respective
    Shareholder shall be entitled to receive in the Mergers;

         b.   Employment Agreement substantially in the form of Exhibit A hereto
executed  by and between  Merger Sub and  DiMarco;  

         c.   Employment Agreement substantially in the form of Exhibit B hereto
executed by and between Merger Sub and Sagarino;    

         d.   Employment Agreement substantially in the form of Exhibit C hereto
executed by and between Merger Sub and Riedel;      

         e.   Confidentiality and Noncompetition  Agreement substantially in the
              form of Exhibit D hereto  executed by and  between  Merger Sub and
each of the Shareholder;                            

         f.   Affiliate Agreement  substantially in the form of Exhibit E hereto
    executed by and between Merger Sub and each Shareholder;

         g.   Closing Certificate  substantially in the form of Exhibit F hereto
executed by and between Precept and Merger Sub;     

         h.   Secretary's  Certificate  substantially  in the form of  Exhibit H
         hereto executed by the secretary and president of Merger Sub;

         i.   Secretary's  Certificate  substantially  in the form of  Exhibit I
          hereto executed by the secretary and president of Precept; and

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         j.   Precept  and Merger  Sub will  deliver  to the  Companies  and the
              Shareholder  a legal opinion of its counsel  satisfactory  in form
and substance to the Companies and the Shareholder. 

         5.12  CLOSING  RECONCILIATION  OF CASH  BALANCES.  At the  Closing  the
Companies  shall allow Precept and Merger Sub to review the cash balances of the
Companies'  accounts and to review all checkbooks and other similar evidences of
cash balances and uses so as to determine the sources and uses of the Companies'
cash since the date of the  Latest  Balance  Sheets,  and such  review  shall be
satisfactory to Precept and Merger Sub.                                         

 ARTICLE VI.
 INDEMNIFICATION; ESCROW

         6.1 INDEMNIFICATION OF MERGER SUB AND PRECEPT. The Companies (until the
Closing)  and  the  Shareholder  (from  and  after  the  Closing),  jointly  and
severally,  agree to  indemnify,  defend and hold  Precept and Merger  Sub,  the
Surviving  Corporation and their respective officers,  directors,  shareholders,
managers,   employees,   agents  and  attorneys  (each  a  "PRECEPT  PARTY"  and
collectively,  the "PRECEPT  PARTIES")  harmless  from any and all  liabilities,
obligations,  claims, contingencies,  damages, costs and expenses, including all
court costs and reasonable  attorneys' fees  (collectively  "Losses"),  that any
Precept  Party may  suffer or incur as a result  of or  relating  to any and all
damages,  losses  (which  shall  include any  diminution  in value),  shortages,
liabilities  (joint  or  several),  payments,  obligations,  penalties,  claims,
response costs, litigation,  demands, defenses,  judgments,  suits, proceedings,
costs,   disbursements  or  expenses  (including,   without  limitation,   fees,
disbursements  and expenses of  attorneys,  accountants  and other  professional
advisors and of expert witnesses and costs of investigation  and preparation) of
any kind or nature whatsoever (collectively,  "DAMAGES"), directly or indirectly
resulting from, relating to or arising out of:                                  

         (1)  any breach of or inaccuracy in any  representation  or warranty of
              the  Companies  or the  Shareholder  contained  in this  Agreement
              (including,   without   limitation,   those   representations  and
              warranties  contained in Article  III) or in any other  agreement,
              instrument, certificate or other document executed by or on behalf
              of the Companies or the Shareholder at or in  contemplation of the
              Closing   pursuant  to  or  in  connection  with  any  Transaction
Document;                                           

         (2)  any breach or non-performance,  partial or total, by the Companies
              or the  Shareholder  of any covenant or agreement of the Companies
              or the Shareholder (or any Affiliate  thereof or any the Companies
              or the  Shareholder)  contained in this  Agreement or in any other
Transaction Document;                               

         (3)  any  liability or  obligation,  absolute or  contingent,  known or
              unknown,  of the Companies or the Shareholder arising prior to the
              Effective  Date except as and to the extent set forth and reserved
              for in the Latest Balance Sheets and except as otherwise disclosed
              in the Disclosure Schedule, except for liabilities and obligations
              arising in the ordinary  course of business of the Companies after
the date of the Latest Balance Sheet;               

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         (4)  any  corporate  level Tax liability of ALS arising out of and as a
              result  of the  termination  of  its S  Corporation  election  (as
              distinguished  from the Mergers  themselves,  and as to Tax issues
              arising from the Mergers,  each of the Companies and  Shareholder,
              on the one hand,  and each of Precept  and the Merger  Sub, on the
              other  hand,  shall be liable to the other for any breach of their
              respective  reorganization  warranties  herein  and the  resulting
              federal  and state  income tax  liabilities  incurred  as a result
thereof); and                                       

         (5)  any and all Losses  incurred by the Precept  Parties in connection
              with or arising out of litigation or other proceedings  identified
              in   Section   3.13   of  the   Disclosure   Schedule   [and   any
              indemnification  as to Losses  described in this  subparagraph (6)
              shall be made  independently  of and without regard to the $50,000
              deductible  "basket" described below, so that first dollar through
              last  dollar  of  all  Losses   indemnified   against  under  this
              subparagraph (5) shall be so covered,  and any such covered Losses
              shall  neither  add to or subtract  from the  $50,000  deductible;
              further,  Losses covered under this  subparagraph (5) shall not be
              counted  against  the  maximum  amount of Losses  covered  by this
indemnity as set forth below].                      

THE INDEMNIFICATION  PROVIDED IN THIS ARTICLE VI SHALL BE EXPRESSLY  APPLICABLE,
WITHOUT  LIMITATION,  TO CLAIMS  INVOLVING  NEGLIGENCE  OF THE  COMPANIES  OR OF
SHAREHOLDER ARISING OR ACCRUED ON OR PRIOR TO THE CLOSING DATE.                 

It  is  provided  however,  that  the  Precept  Parties  shall  be  entitled  to
indemnification  hereunder  only  to  the  extent  such  Losses  exceed  $50,000
individually  or  in  the  aggregate,  in  which  case  the  Companies  and  the
Shareholder shall only be responsible for such indemnified  damages in excess of
$50,000 in the aggregate;  provided, however that any indemnification for Losses
or  Damages   arising   as  a  result  of  the   breach  of  the   environmental
representations  and  warranties  set  forth  in  Section  3.26  or the no  sale
representation   and  warranties  set  forth  in  Section  3.35  shall  be  made
independently of and without regard to the $50,000 deductible "basket" described
above,  so that first  dollar  through  last  dollar of all  Losses  indemnified
against shall be so covered, and any such covered Losses shall neither add to or
subtract from the $50,000 deductible;  further, Losses as a result of the breach
of the environmental representations and warranties set forth in Section 3.26 or
the no sale  representations  and warranties set forth in Section 3.35 shall not
be counted against the maximum amount of Losses covered by this indemnity as set
forth below]. Notwithstanding the foregoing,  indemnification for Losses arising
from  uncollectability  of any  account  receivable  of the  Companies  shall be
subject to the foregoing  floor.  It is further  provided that in the event that
any matter otherwise covered by indemnification obligations hereunder shall also
be covered by any valid and subsisting  policy of insurance issued by a licensed
insurance carrier or carriers,  the Precept Parties shall look to such insurance
first as the source of indemnity  prior to looking to the  Indemnifying  Parties
and their  obligations  hereunder.  Notwithstanding  such duty to look  first to
insurance,  the  Precept  Parties  may make a Claim for  indemnity  and  thereby
perfect their rights to indemnity from the Companies and the  Shareholder  while
the  insurance  carrier is  proceeding  with a defense of the related  insurance
claim.  The Escrow Fund (as hereinafter  defined) shall first be used to satisfy
any                                                                             

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indemnification  obligations  of the  Shareholder  under this  Section  6.1. The
Shareholder  may then,  at his  option,  satisfy  or all of its  indemnification
obligations  required pursuant to this Article VI by returning shares of Precept
Common Stock,  if any,  issued to him pursuant to the terms of this Agreement to
Precept.  For purposes of the foregoing  sentence,  the shares of Precept Common
Stock so returned shall be valued at the average  closing price of the shares of
Precept  Common  Stock as  reported on NASDAQ (or, in the event that such shares
are not traded on NASDAQ,  the  highest  closing  price on any other  applicable
exchange or market  system) for the period of ten (10) trading days  immediately
preceding the date such return is made. Notwithstanding anything to the contrary
contained herein,  neither any Precept Party nor the Shareholder shall cancel or
surrender  any  shares of the  Precept  Common  Stock to such an extent so as to
alter the intended tax  treatment of the mergers as forward  subsidiary  mergers
under Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code.                       

         To the extent that any Precept  Party  recovers  indemnifiable  damages
pursuant  to this  Article  VI in  respect  of  uncollected  receivables  of the
Companies, such Precept Party shall assign to the Shareholder its rights to such
uncollected  receivables.  Notwithstanding  anything  to  the  foregoing  to the
contrary,  Losses to be indemnified pursuant to this Section 6.1 shall be net of
the dollar  value of any  economic  benefit  received by any Precept  Party as a
result of a condition,  event or occurrence  indemnified  hereunder,  including,
without  limitation,  receipt of insurance  proceeds.  It is understood that tax
benefits shall not be considered  economic  benefits  hereunder,  as recovery of
indemnifiable  damages hereunder will negate any such tax benefit. To the extent
the Shareholder has made  indemnification  payments  hereunder,  the Shareholder
shall be subrogated to rights of Precept or the Surviving  Corporation under any
applicable insurance coverages;  provided that the Surviving  Corporation and/or
Precept have first right to be made whole under such policies.                  

         The maximum  amount of aggregate  Losses for which the Precept  Parties
shall be entitled to  indemnification  hereunder shall be $3,025,000;  provided,
however, that this maximum aggregate amount of covered Losses shall not apply to
any fraud, intentional  misrepresentation or other intentional wrongdoing of the
Companies or of Shareholder.                                                    

         6.2  INDEMNIFICATION OF THE COMPANIES AND THE SHAREHOLDER.  Precept and
the  Surviving  Corporation  hereby agree  jointly and  severally to  indemnify,
defend  and  hold  the  Shareholder  and his  agents  and  attorneys  and  their
respective   heirs,   successors   and  assigns  (each  a  "SELLER   PARTY"  and
collectively,  the "SELLER  PARTIES")  harmless from any and all Losses that any
Seller  Party may suffer or incur as a result of or  relating to a breach of any
agreement,  representation,  warranty or covenant,  made by Precept or by Merger
Sub in this Agreement or pursuant hereto, or in any exhibit, Disclosure Schedule
or certificate  delivered  hereunder or in any document required to be delivered
pursuant to any Transaction Document by Precept or the Merger Sub.              

         6.3  NOTIFICATION OF CLAIM. Any Persons seeking  indemnification  under
this Article VI (collectively, "INDEMNIFIED PARTIES") shall promptly give notice
to the  Persons  to provide  indemnification  (collectively,  the  "INDEMNIFYING
PARTIES")  of  any  Losses  or  claims  as to  which  they  assert  a  right  to
indemnification  (a "CLAIM"),  and within thirty (30) days  thereafter,  further
notify  the  Indemnifying  Parties  of the  details of such Claim and the amount
thereof; provided, however, that the failure to give such notification shall not
relieve the Indemnifying  Parties from any liability that they may have pursuant
to the  provisions of this Article VI as long as the failure to give such notice
within                                                                          

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such time is not prejudicial to the Indemnifying  Parties.  Notice to one of the
Indemnifying  Parties for the purpose of this Section 6.3 shall mean the  filing
with or the service upon the  Indemnifying  Parties of any legal action, receipt
of any claim in writing or similar form of actual notice.                       

         6.4  DEFENSE  AND  SETTLEMENT  OF  CLAIMS.  If any  Claim by one of the
Indemnified  Parties  arises  out of a claim by a Person  other  than one of the
Indemnified  Parties,  the Indemnified  Parties will promptly give notice to the
Indemnifying  Party  (or  the  Indemnifying  Parties)  of any  such  Claim,  and
thereafter the  Indemnifying  Parties  shall,  by written  notice,  undertake to
conduct any proceedings or  negotiations  in connection  therewith and take such
actions as are necessary and appropriate to defend the  Indemnified  Parties and
take all other steps or proceedings to settle or contest such claim,  including,
without  limitation,  the  employment of counsel;  provided,  however,  that the
Shareholder (or the Companies, if applicable) shall not enter into any agreement
in   compromise  or  settlement  of  any  claim  that  could  affect  the  Taxes
attributable  to any taxable  period of the Companies  beginning on or after the
Closing Date without the prior written  consent of Precept or Merger Sub,  which
consent shall not be unreasonably withheld or delayed; provided further that the
Indemnifying  Parties shall  reasonably  consider the advice of the  Indemnified
Parties as to the defense and  settlement  of such claim;  and provided  further
that the Indemnified  Parties shall have the right to participate,  at their own
expense, in such defense.  Except as otherwise provided herein,  control of such
litigation  and  settlement  shall  remain with the  Indemnifying  Parties.  The
Indemnified Parties shall provide all reasonable  cooperation in connection with
any such defense by the Indemnifying  Parties.  Counsel and auditor fees, filing
fees and court fees of all  proceedings,  contests or suits with  respect to any
such  claim  shall  be borne  by the  Indemnifying  Parties.  If any  Claim  for
indemnification  by  Precept  or Merger  Sub arises out of a Claim by Precept or
Merger Sub and not a third  party,  then Precept or Merger Sub shall be entitled
to immediate indemnification hereunder. The provisions of this Section 6.4 shall
not apply to Claims relating to Losses arising from any breach or alleged breach
of any of the  representations and warranties given under Sections 3.26 and 3.35
hereof,  and as to any such breach or alleged breach,  the Indemnified  Party or
Parties  affected  shall  conduct and  control  the  defense and any  settlement
negotiations with counsel  reasonably  satisfactory to the Indemnifying Party at
its or their own  expense  until  such  time as there is a final  non-appealable
award of an arbitrator or arbitration panel or any final non-appealable judgment
or order from a court of competent  jurisdiction for Damages relating to breach,
negligence or other  liability of the  Indemnifying  Party or Parties,  at which
time the  Indemnifying  Party or Parties shall pay all related Damages and shall
reimburse  the  Indemnified  Party or Parties for all costs,  legal fees and all
other  expenses  relating to such Claim  incurred up to and through such date of
final determination.  Any Indemnifying Party shall have the right to participate
in any such matter at its own expense.                                          

         6.5 SURVIVAL. All representations and warranties made in or pursuant to
this Agreement will survive the execution and delivery of this Agreement and the
consummation of the transactions  contemplated  hereby through the date which is
one (1) year  after the  Closing  Date,  and the right to  indemnification  with
respect  thereto  shall expire on such date (unless  there is a Claim made on or
prior to such date, in which case the indemnification  obligations  hereunder as
to such Claim shall  continue  until the final  resolution  of such Claim).  All
statements   contained  in  any  Schedule  to  this  Agreement  will  constitute
representations  and warranties under this Agreement.  It is provided,  however,
that  any  Claim  of any of  the  Indemnified  Parties  for  fraud,  intentional
misrepresentation or other intentional wrongdoing by an Indemnifying Party shall
not expire by  operation  of this  Section                                      

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6.5 or any other  provision  of this  Agreement  but shall  expire only with the
passing of the bar date under the applicable statute of limitations, as such bar
date may be extended by any discovery,  fraudulent  concealment or other similar
principle of applicable law.                                                    

         6.6 OFFSET. Precept and Merger Sub shall be entitled, but not required,
to set off the amount of any Claim or Claims in respect of which Precept Parties
are  entitled  to  indemnification  against  any  payments  becoming  due to the
Shareholder (or the Companies,  if applicable)  pursuant to this Agreement,  the
Transaction Documents or otherwise.  Precept and the Surviving Corporation shall
also be  entitled,  but not  required,  to cancel  Escrow  Shares (as defined in
Section 6.7 hereof).                                                            

         6.7 ESCROW. At the Closing,  $500,000 of the Merger Consideration shall
be placed in escrow to partially secure the  indemnification  obligations of the
Shareholder  under  Section  6.1.  53,709  shares of Precept  Common Stock to be
issued to the  Shareholder at the Closing (the "ESCROW  SHARES") shall be issued
in the  name of the  Shareholder  and  held by  Thomas  & Self,  a  Professional
Corporation (the "ESCROW AGENT"). At the Closing, One Hundred Sixty Six Thousand
Six Hundred Sixty Seven Dollars  ($166,667.00) of the cash Merger Consideration,
plus interest  accrued thereon (the "ESCROW CASH" and,  together with the Escrow
Shares, the "ESCROW FUNDS") shall be held in an interest-bearing account for the
benefit of the  Shareholder.  Promptly  following  Closing,  the  parties  shall
execute and deliver to Escrow Agent a mutually  acceptable  Escrow  Agreement in
accordance  with the terms hereof.  The  Shareholder  hereby grants to Precept a
security  interest in the Escrow Shares to secure  Shareholder's  obligations to
the Precept  Parties under Section 6.1 above and,  promptly  following  Closing,
Shareholder  shall  deliver to the Escrow Agent such stock powers to give effect
to such  grant.  Shareholder  shall  retain his right to vote the Escrow  Shares
unless and until the same shall be used to satisfy Shareholder's indemnification
obligations hereunder.                                                          

         Any withdrawals from the Escrow to satisfy any  indemnification  claims
shall be drawn pro rata one-third (1/3) in cash and two-thirds (2/3) in stock.  

         The Escrow  Funds shall be retained by Escrow Agent for a period of one
(1) year from the Closing Date (the "ESCROW PERIOD"), subject to the following: 

                  (1) On the six month  anniversary  of the  Closing  Date,  the
         Escrow Agent shall  release from escrow and deliver to the  Shareholder
         an amount of Escrow Funds equal to the  difference  between Two Hundred
         Fifty Thousand Dollars ($250,000) and the amount of the Losses, if any,
         as to which any of the Precept  Parties has properly made an unresolved
         Claim under Section 6.2. The amount,  if any, of such Two Hundred Fifty
         Thousand Dollars ($250,000) retained by the Escrow Agent shall continue
         to be retained  until any such Claims have been  resolved.  Within five
         (5) business days following  resolution of any such Claims,  the Escrow
         Agent shall deliver to the Shareholder  that portion of the Two Hundred
         Fifty Thousand Dollars ($250,000)  retained by the Escrow Agent and not
required to satisfy such Claims.                              

                  (2) On the last day of the Escrow  Period,  the  Escrow  Agent
         shall  release  from escrow and deliver to the  Shareholder  all of the
         Escrow Funds less the amount of the Losses,  if any, as to which any of
the Precept Parties has properly made in good faith           

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         an  unresolved  Claim under  Section 6.2.  The amount,  if any, of such
         Escrow Funds retained by the Escrow Agent shall continue to be retained
         until any such Claims have been resolved. Within five (5) business days
         following  resolution of such Claims,  he Escrow Agent shall deliver to
         the Shareholder that portion of the Escrow Funds retained by the Escrow
Agent and not required to satisfy such Claims.                

                  (3) Any release of Escrow Funds made  pursuant to this Section
         shall be made in  Escrow  Cash and  Escrow  Shares,  in equal  pro rata
         values.  For purposes of such  valuation,  each share of Precept Common
         Stock held in escrow  shall be valued at the average  closing  price of
         the Precept  Common Stock on NASDAQ (or, if not traded on NASDAQ,  such
         other market or system where such stock is most frequently  traded) for
    the last ten (10) Trading Days immediately preceding such release.

         The Escrow  Agent  shall hold and  safeguard  the Escrow  Funds,  shall
invest the Escrow  Cash in a manner  approved in writing by the  parties,  shall
treat such  Escrow  Funds as a trust fund in  accordance  with the terms of this
Agreement and not as the property of Precept,  and shall hold and dispose of the
Escrow Funds solely in accordance with the terms hereof.                        

         Any shares of Precept Common Stock or other equity securities issued or
distributed  by Precept  (including  shares issued upon a stock split) (the "NEW
SHARES")  in  respect  of  Escrow  Shares  that  have not been  released  to the
Shareholder  shall be added to the Escrow Shares and become a part thereof.  New
Shares issued in respect of Escrow  Shares that have been released  shall not be
added to the Escrow Shares,  but shall be  distributed  to the holders  thereof.
When and if cash  dividends on Escrow  Shares  shall be declared and paid,  they
shall  not be added  to the  Escrow  Shares  but  shall  be paid to the  holders
thereof.                                                                        

         The Escrow Agent agrees to serve as Escrow  Agent  without fee,  except
that  Precept  agrees to  reimburse  the  Escrow  Agent for the  Escrow  Agent's
reasonable  fees and  other  expenses  (including  reasonable  attorney's  fees)
incurred by the Escrow Agent in connection with services  required  hereunder or
on account of  disputes  between  Precept and the  Shareholder.  Precept and the
Merger Sub, jointly and severally,  shall indemnify and hold harmless the Escrow
Agent against and in respect of any and all claims, suits, actions,  proceedings
(formal  and  informal),   investigations,   judgments,  deficiencies,  damages,
settlements,  liabilities,  and legal and other expenses  (including  reasonable
legal fees and  expenses of  attorneys  chosen by the Escrow  Agent) as and when
incurred,  arising  out of or based  upon any act,  omission,  alleged  act,  or
alleged  omission  by the  Escrow  Agent  or any  other  cause,  in any  case in
connection with the acceptance of, or the performance or  non-performance by the
Escrow Agent of, any of the Escrow Agent's duties under this  Agreement,  except
as the result of the Escrow Agent's  intentional  misconduct or gross negligence
as finally determined by a court of competent  jurisdiction.  Except in cases of
the Escrow  Agent's  bad faith or gross  negligence,  the Escrow  Agent shall be
fully  protected  by acting in reliance  upon any notice,  advice,  direction or
other document in accordance with the provisions hereof, in connection with this
Agreement, or in connection with the Escrow Agent's duties under this Agreement,
has been duly  authorized so to do, or by acting or failing to act in good faith
on the advice of any counsel  retained  by the Escrow  Agent.  The Escrow  Agent
shall not be liable for                                                         

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any  mistake of fact or of law or any error of  judgment,  or for any act or any
omission,  except as a result of the Escrow  Agent's  intentional  misconduct or
gross negligence as finally determined by a court of competent jurisdiction.    

         The Escrow Agent shall have no duties or responsibilities  except those
expressly set forth  herein.  The Escrow Agent shall not be bound by any waiver,
modification,   amendment,   termination,   cancellation  or  revision  of  this
Agreement,  unless in writing  and signed by the Escrow  Agent,  Precept and the
Shareholder.  The Escrow Agent shall not be bound by any assignment by any party
hereto of its  rights  hereunder  unless the Escrow  Agent  shall have  received
written  notice  thereof from the  assignor.  The Escrow Agent shall perform any
acts ordered by a court of competent jurisdiction.                              

         If the Escrow Agent shall be uncertain as to the Escrow  Agent's duties
or rights  hereunder,  or shall receive any notice,  advice,  direction or other
document  from any other party with respect to the Escrow  Amount  which,  in he
Escrow  Agent's  opinion,  is in  conflict  with any of the  provisions  of this
Agreement,  or shall be advised  that a dispute has arisen  with  respect to the
payment,  ownership  or right of  possession  of the  Escrow  Amount or any part
thereof (or as to the delivery,  non-delivery or content of any notice,  advice,
direction  or other  document),  the Escrow  Agent  shall be  entitled,  without
liability  to anyone,  to refrain  from taking any action  other than to use the
Escrow  Agent's  reasonable  efforts to keep safely the Escrow  Amount until the
Escrow Agent shall be directed  otherwise in writing by all other parties hereto
or by an order,  decree or judgment of a court of competent  jurisdiction  which
has been finally affirmed on appeal or which by lapse of time or otherwise is no
longer  subject  to  appeal,  but the  Escrow  Agent  shall  be under no duty to
institute  or to defend any  proceeding,  although  the Escrow Agent may, in the
Escrow  Agent's  discretion  and at the expense of Precept,  institute or defend
such  proceedings.  The parties hereto authorize the Escrow Agent, if the Escrow
Agent is threatened  with  litigation or is sued, to interplead  all  interested
parties in any court of competent  jurisdiction and to deposit the Escrow Amount
with the clerk of that court.                                                   

         If the Escrow  Agent  shall be unable to act or shall  resign as Escrow
Agent hereunder,  the successor escrow agent shall be such escrow agent as shall
be mutually  agreed upon by the  parties.  The Escrow Agent may at any time give
written notice of its resignation to the other parties hereto, which resignation
shall be effective upon successor  escrow agent selected by the parties becoming
the Escrow Agent hereunder.  The Escrow Agent's responsibilities and liabilities
hereunder,  except as a result of the Escrow Agent's own intentional  misconduct
or gross negligence, will terminate upon the delivery by the Escrow Agent of all
the Escrow Amount under any provision of this Agreement.                        

         6.8 NO CLAIMS BY THE  SHAREHOLDER  AGAINST THE  COMPANIES.  The parties
acknowledge that inasmuch as the Companies will be a wholly-owned  subsidiary of
Precept after the Closing Date, in the event that Precept and Merger Sub makes a
claim for indemnification  against the Shareholder  pursuant to this Article VI,
the  Shareholder  shall  have no  right  to  make  any  claim,  cross  claim  or
counterclaim  against  the  Companies  for   indemnification,   contribution  or
otherwise.                                                                      

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ARTICLE VII.
 MISCELLANEOUS

         7.1 NOTICES.  All notices that are required or may be given pursuant to
this  Agreement  must be in writing and  delivered  personally,  by a recognized
courier service, by a recognized  overnight delivery service, by facsimile or by
registered or certified mail,  postage prepaid,  to the parties at the following
addresses (or to the attention of such other person or such other address as any
party may provide to the other parties by notice in accordance with this Section
7.1):                                                                           

If to Precept or Merger Sub:   Precept Business Services, Inc.
                                       1909 Woodall Rodgers Freeway, Suite 500
                   Dallas, Texas 75201
                           Attention:  General Counsel
                          Facsimile No. 214/220-1082

With a copy to:                Thomas & Self, P.C.            
                       5339 Spring Valley Road
                   Dallas, Texas 75240
                             Attention: Rudy Beuttenmuller
                          Facsimile No. 972/991-2121

   If to the Companies:           Ambassador Limousine Service, Inc.
                   One Riverside Drive
                                East Hartford, Connecticut 06118
                                        Attention: Stephen A. DiMarco, President
                           Facsimile No.  860-895-5467

With a copy to:                Robert Martino, Esq.           
                        Updike, Kelly & Spellacy
                One State Street
                                Hartford, Connecticut 06123-1277
                          Facsimile No.  860-5482680

If to DiMarco:                 Stephen A. DiMarco             
                                  Ambassador Limousine Service, Inc.
                   One Riverside Drive
                             Hartford , Connecticut 061118
                           Facsimile No.  860-895-5467

         Any such  notice  or other  communication  will be  deemed to have been
given  and  received  (whether  actually  received  or  not)  on  the  day it is
personally delivered or delivered by courier or nationally  recognized overnight
delivery service or by facsimile or, if mailed, when actually received.         

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         7.2 EXPENSES.  Precept, Merger Sub, and each Shareholder will each bear
their own  respective  costs and expenses in  connection  with the  transactions
contemplated  by  this  Agreement.  The  fees of West  Worldwide  Industries  in
connection  with  this  transaction  will be paid from the cash  portion  of the
Merger  Consideration.  The Shareholder  shall bear any costs,  expenses or fees
payable   to  any   financial   advisors,   attorneys,   accountants   or  other
representatives retained by the Companies or the Shareholder on their behalf and
on behalf of the Companies with regard to the transactions  contemplated by this
Agreement.  Precept,  Merger  Sub and their  Affiliates  shall  bear any  costs,
expenses or fees payable to any financial  advisors,  attorneys,  accountants or
other representatives  retained by Precept,  Merger Sub or their Affiliates with
regard  to the  transaction  contemplated  by  this  Agreement.  If  attorneys',
accountants' or financial  advisors' fees or other fees or costs are incurred to
secure  performance  of any  obligations  under this  Agreement or any agreement
contemplated hereby, or to establish damages for the breach thereof or to obtain
any other  appropriate  relief,  whether by way of prosecution  or defense,  the
prevailing  party will be entitled  to recover  reasonable  attorneys'  fees and
costs incurred in connection therewith.                                         

         7.3 FURTHER   ASSURANCES.  Each  party  agrees to  execute  any and all
documents  and to perform  such other acts as may be  necessary  or expedient to
further the purposes of this Agreement and the transactions contemplated hereby.

         7.4 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations  hereunder  will be assigned or delegated by the  Companies,  the
Shareholder  or Merger  Sub,  without  the prior  written  consent  of the other
parties  hereto;  except that  Merger Sub may assign its rights and  obligations
under this Agreement to any direct or indirect  subsidiary of Precept  (provided
that Merger Sub shall  remain  obligated  to perform  Merger  Sub's  obligations
hereunder)  and except  that the rights of the  Shareholder  shall  inure to the
benefit of his executors,  administrators and  beneficiaries.  This Agreement is
not intended to confer any rights or benefits to any Person  (including  without
limitation any employees of the Companies) other than the parties hereto.       

         7.5 ENTIRE AGREEMENT.  This Agreement, the other Transaction Documents,
and the documents  contained as Exhibits and Disclosure  Schedule hereto contain
the entire  understanding  of the parties  relating to the subject matter hereof
and supersede all prior written or oral and all contemporaneous  oral agreements
and understandings  relating to the subject matter hereof. This Agreement cannot
be  modified  or amended  except in  writing  signed by the party  against  whom
enforcement  is  sought.  The  Exhibits  and  the  Disclosure  Schedule  to this
Agreement  are hereby  incorporated  by  reference  into and made a part of this
Agreement for all purposes.                                                     

         7.6 SEVERABILITY.  If  any  provision of this  Agreement is declared or
found  to be  illegal,  unenforceable  or void,  in  whole or in part,  then the
parties will be relieved of all obligations  arising under such  provision,  but
only to the  extent  it is  illegal,  unenforceable  or  void.  The  intent  and
agreement of the parties to this Agreement is that this Agreement will be deemed
amended by modifying any such illegal,  unenforceable  or void  provision to the
extent  necessary to make it legal and enforceable  while preserving its intent,
or if that is not possible,                                                     

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by substituting another provision that is legal and enforceable and achieves the
same  objectives  as  the  provisions.  Notwithstanding  the  foregoing,  if the
remainder of this Agreement will not be affected by such  declaration or finding
and is capable of substantial  performance,  then each provision not so affected
will be enforced to the extent permitted by law.                                

         7.7   GOVERNING  LAW. This  Agreement will be governed by and construed
and interpreted  in  accordance with the substantive laws of the State of Texas,
without  giving  effect to any  conflicts  of law rule or  principle  that might
require the application of the laws of another jurisdiction.                    

         7.8   INTERPRETATION.  When used in  this  Agreement,   the  masculine,
feminine or neuter gender and the singular or plural number shall each be deemed
to include the others whenever the context so indicates or permits.             

         7.9   COUNTERPARTS;  FACSIMILE SIGNATURES.  One or more counterparts of
this  Agreement may be delivered by facsimile  transmission,  with the intention
that they shall have the same effect as an  original  counterpart  hereof.  This
Agreement  may be executed by the  parties on one or more  counterparts,  all of
which  shall be  deemed  an  original,  but all of which  taken  together  shall
constitute one and the same instrument.                                         

         7.10  HEADINGS.  The section  headings  contained in this Agreement are
included  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.                                               

         7.11  CONSTRUCTION.  The  parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.                                               

         7.12  ADJUSTMENT OF MERGER  CONSIDERATION, MAKE-WHOLE SHARES,  ETC.. In
the event that, subsequent to the date of this Agreement, the outstanding shares
of Precept  Common  Stock shall have been  changed  into a  different  number of
shares or a different  class as a result of a stock split,  reverse stock split,
stock dividend,  subdivision,  reclassification,  split, combination,  exchange,
recapitalization  or other similar  transaction,  the number of shares and share
prices described in this Agreement shall be appropriately adjusted.             

7.13  ARBITRATION PROCEEDINGS.                                

         (a) Negotiation  Period. Any dispute,  controversy or claim arising out
of or relating to this Agreement,  or any alleged breach hereof, will be subject
to binding  arbitration in accordance with this Section 7.14. If such a dispute,
controversy or claim exists,  the parties shall attempt for a 30-day period (the
"Negotiation Period") from the date any party gives any one or more of the other
patties notice (a "Dispute  Notice")  pursuant to this Section,  to negotiate in
good faith, a resolution of the dispute. The Dispute Notice shall set forth with

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specificity  the  basis  of  the  dispute.   During  the   Negotiation   Period,
representatives  of each party  involved in the dispute  who have  authority  to
settle the dispute  shall meet at mutually  convenient  times and places and use
their best efforts to resolve the dispute.                                      

         (b) Commencement of Arbitration.  If a resolution is not reached by the
parties prior to the end of the Negotiation  Period,  either party may provide a
written  request to the American  Arbitration  Association  within ten (10) days
from the end of such period  requesting  the selection of three (3)  arbitrators
(the "Panel") to arbitrate the parties'  respective  rights and obligations with
respect  to the  matter  or  matters  set  forth  in the  Dispute  Notice.  Each
arbitrator  on the Panel  shall be  experienced  in the  arbitration  of complex
commercial disputes.                                                            

         (c) Discovery.  Each party to an arbitration  shall be entitled to such
discovery as the Panel shall determine is appropriate.                          

         (d) Expenses of Arbitrators. The expenses of the Panel shall be paid by
the party that does not  substantially  prevail on the merits in the arbitration
(as determined by the award of the Panel).                                      

         (e) Location  of  Arbitration.  The  arbitration  shall  take place  in
Boston, Massachusetts.                                                          

         (f) AAA Rules.  Except as expressly  provided in this Section 7.14, the
arbitration  shall be conducted in accordance  with the Commercial  Rules of the
American Arbitration Association as then in effect.                             

         (g) Fees and  Expenses.  The party that  substantially  prevails on the
merits of the  arbitration  (as  determined  by the Panel)  shall be entitled to
reasonable  attorneys'  fees,  costs,  expenses and necessary  disbursements  in
addition to any other relief to which such party may be entitled.               

         (h) Injunctive  and Other  Equitable  Relief;  Relief  from  Courts  to
Enforce  Arbitration  Award.  The  provisions  of this Section 7.13 shall not be
construed to prohibit or preclude any party from seeking injunctive or equitable
relief from any court having  personal and subject matter  jurisdiction  pending
the outcome of any  arbitration  proceedings  hereunder,  nor from  seeking such
judgments, injunctions, writs and other relief from any such Court in aid of any
award or decision reached through arbitration hereunder.                        

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

PRECEPT:                                    MERGER SUB:                         

PRECEPT BUSINESS SERVICES, INC.             PRECEPT TRANSPORTATION OF NEW       
                                           ENGLAND,  INC., a Texas corporation

By:                                         By:                                 
   ----------------------------------          ---------------------------------
Douglas R. Deason                           Ronald P. Sorci               
Its President                               Its Chief Executive Officer   

ALS:                                        ATS:                                

AMBASSADOR LIMOUSINE                        AMBASSADOR TRANSPORTATION           
SERVICES, INC.                              SERVICES, INC., A CONNECTICUT       
A Connecticut corporation                   CORPORATION                         

By:                                         By:                                 
   ----------------------------------          ---------------------------------
Stephen A. DiMarco                          Stephen A. DiMarco            
Its President                            Its President              

                    SHAREHOLDER:

                                            ------------------------------------
                          STEPHEN A. DIMARCO

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                                                                       EXHIBIT B

 AFFILIATE AGREEMENT

         THIS AFFILIATE AGREEMENT (this "Agreement"),  dated May 12, 1999, is by
and among  PRECEPT  BUSINESS  SERVICES,  INC., a Texas  corporation  ("Parent"),
PRECEPT TRANSPORTATION OF NEW ENGLAND,  INC., a Texas corporation  ("Acquiror");
AMBASSADOR  LIMOUSINE  SERVICES,  INC., a Connecticut  corporation  (the "ALS");
AMBASSADOR TRANSPORTATION SERVICES, INC., a Connecticut corporation ("ATS") (ALS
and ATS are hereinafter  collectively  referred to as the "Company") and STEPHEN
A. DIMARCO, an individual resident of Glastonbury, Connecticut ("Shareholder"). 

RECITALS

         WHEREAS, Parent, Acquiror, the Company and Shareholder propose to enter
into an Agreement and Plan of Merger (the "Merger Agreement")  pursuant to which
Acquiror will acquire the business of the Company;                              

         WHEREAS,  pursuant  to the  Merger  Agreement,  ___________  shares  of
Parent's  Class  A  Common  Stock,  par  value  $0.01,  will  be  issued  to the
Shareholder in exchange for their respective shares of the Company;             

         WHEREAS,  the execution and delivery of this Agreement by  Shareholder,
Parent and Acquiror is a material inducement to Parent, Acquiror and Shareholder
to enter into the Merger Agreement; and                                         

         WHEREAS,  Shareholder  has been  advised that such  Shareholder  may be
deemed to be an "affiliate" of Company,  as the term "affiliate" is used (i) for
purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the
"Rules  and  Regulations")  of  the  Securities  and  Exchange  Commission  (the
"Commission")  and (ii) in the Commission's  Accounting  Series Releases 130 and
135, as amended,  although  nothing  contained  herein  shall be construed as an
admission by any  Shareholder  that such  Shareholder is in fact an affiliate of
the Company.                                                                    

 AGREEMENT

        NOW, THEREFORE,  intending to be legally bound, the parties hereby agree
as follows:                                                                     

         1. Acknowledgments by Shareholder.  Shareholder acknowledges and agrees
that the  representations,  warranties and covenants by Shareholder set forth in
the Merger  Agreement  and herein  will be relied upon by Parent,  Company,  and
their respective  counsel and accounting firms, and that substantial  losses and
damages  may be  incurred  by these  persons if  Shareholder's  representations,
warranties  or covenants  are  breached.  Shareholder  has  carefully  read this
Agreement and the Merger  Agreement and has discussed the  requirements  of this
Agreement with each of his  professional  advisors,  who are qualified to advise
him with regard to such matters.                                                

         2.  Acknowledgments  By  Parent  and  Acquiror.   Parent  and  Acquiror
acknowledge  and agree that the  representations,  warranties  and  covenants by
Parent and Acquiror set forth in the Merger                                     

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Agreement  will  be  relied  upon  by the  Company  and  Shareholder  and  their
respective  counsel and accounting firms and that substantial losses and damages
may be incurred by these persons if Parent's and/or Acquiror's  representations,
warranties or covenants are breached.  Parent and Acquiror have  carefully  read
this Agreement and the Merger  Agreement and have discussed the  requirements of
this  Agreement  with Parent's and  Acquiror's  professional  advisors,  who are
qualified to advise Parent and Acquiror with regard to such matters.            

3. Compliance with Rule 145 and the Act.                      

         (a)  Shareholder has been advised that the issuance of shares of Parent
Common  Stock in  connection  with the  Merger  Agreement  may be subject to the
restrictions  set forth in Rule 145 of the  Securities  Act of 1933,  as amended
(the "Act"), unless otherwise transferred pursuant to an effective  registration
statement under the Act or an appropriate exemption from registration,  and (ii)
Shareholder  are,  prior to the Closing  (as  defined in the Merger  Agreement),
affiliates of the Company.  Shareholder accordingly agrees not to sell, transfer
or  otherwise  dispose  of the  shares of  Parent  Common  Stock  issued to each
Shareholder  pursuant to the Merger Agreement unless (i) such sale,  transfer or
other  disposition  is made in  conformity  with  the  requirements  of Rule 145
promulgated  under the Act,  or (ii)  Shareholder  delivers  to Parent a written
opinion of counsel,  reasonably acceptable to Parent in form and substance, that
such sale,  transfer or other  disposition is otherwise exempt from registration
under the Act.                                                                  

         (b) Parent will give stop transfer  instructions  to its transfer agent
with respect to the Parent Common Stock received by Shareholder  pursuant to the
Merger Agreement,  and there will be placed on the certificate representing such
Parent  Common  Stock,  or any  substitutions  therefor,  a  legend  stating  in
substance:                                                                      

         "THE SHARES  REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED,  SOLD,
         PLEDGED,  EXCHANGED,  TRANSFERRED  OR  OTHERWISE  DISPOSED OF EXCEPT IN
         ACCORDANCE  WITH THE  SECURITIES  ACT OF 1933, AS AMENDED AND THE OTHER
         CONDITIONS  SPECIFIED IN THAT CERTAIN  AFFILIATE  AGREEMENT DATED AS OF
         MAY  12,  1999  AMONG  PRECEPT   BUSINESS   SERVICES,   INC.,   PRECEPT
         TRANSPORTATION OF NEW ENGLAND,  INC.,  AMBASSADOR  LIMOUSINE  SERVICES,
         INC., AMBASSADOR TRANSPORTATION SERVICES, INC., AND THE SHAREHOLDER,  A
         COPY OF WHICH  AFFILIATE  AGREEMENT  MAY BE  INSPECTED BY THE HOLDER OF
         THIS  CERTIFICATE AT THE PRINCIPAL  OFFICES OF THE ISSUER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE."                             

The legend  set forth  above  shall be  removed  (by  delivery  of a  substitute
certificate  without  such  legend) and Parent  shall so instruct  its  transfer
agent,  if  such  Shareholder  sells  some or all  such  shares  pursuant  to an
effective  registration  statement  under  the Act or  delivers  to  Parent  (i)
satisfactory  written evidence that the shares have been sold in compliance with
Rule 145 (in which case, the substitute  certificate  will be issued in the name
of the  transferee),  or (ii) an  opinion  of  counsel,  in form                

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and substance reasonably  satisfactory to Parent, to the effect that public sale
of the shares by the holder thereof is no longer subject to Rule 145.           

4.  Miscellaneous.                                            

         (a) For the  convenience of the parties  hereto,  this Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same document.           

         (b) This  Agreement  shall be  enforceable  by, and shall  inure to the
benefit  of and be  binding  upon,  the  parties  hereto  and  their  respective
successors and assigns.  As used herein, the term "successors and assigns" shall
mean, where the context so permits, heirs, executors,  administrators,  trustees
and successor trustees, and personal and other representatives.                 

         (c) This Agreement shall be governed by and construed,  interpreted and
enforced in  accordance  with the internal  laws of the State of Texas,  without
resort to the conflict of law principles of such state.                         

         (d) If a court of competent jurisdiction  determines that any provision
of this  Agreement is not  enforceable  or  enforceable  only if limited in time
and/or scope,  this Agreement  shall continue in full force and effect with such
provision stricken or so limited.                                               

         (e) Counsel to and  accountants  for the parties to the Agreement shall
be entitled to rely upon this Agreement as needed.                              

         (f) This  Agreement  shall not be  modified  or  amended,  or any right
hereunder waived or any obligation excused, except by a written agreement signed
by both parties.                                                                

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    Executed as of the date shown on the first page of this Agreement.

PARENT: 

                       PRECEPT BUSINESS SERVICES, INC.

                                 By: _____________________________________
                                    Douglas R. Deason, President

 ACQUIROR:

                                   PRECEPT TRANSPORTATION OF NEW ENGLAND, INC.

                                    By: ________________________________________
                                        Ronald P. Sorci, Chief Executive Officer

    THE COMPANY:

                           AMBASSADOR LIMOUSINE SERVICES, INC.

                                    By: ________________________________________
                                     Stephen A. DiMarco, President

                                 AMBASSADOR TRANSPORTATIOHN SERVICES, INC.

By:     
                                       -----------------------------------------
                           Stephen A. DiMarco, President

    SHAREHOLDER:

                            ------------------------------------
           STEPHEN A . DIMARCO

4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
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		5/13/01		19
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		5/13/00		19		23
		5/12/00		19
Filed on:		11/23/99
		11/19/99		4		5
		7/7/99		1
		6/15/99		22		39			POS AM
		6/12/99		22
		5/14/99		18
		5/13/99		17		41
		5/12/99		26		61
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		4/30/99		33
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		3/31/99		26		33			10-Q
		1/31/99		39
		12/31/98		26		41			10-Q
		9/30/98		40		41			10-Q
		9/25/98		40					8-K
		6/30/98		40					10-K
		3/31/98		26					10-Q
		12/31/97		26					10-Q,  10-Q/A
		3/31/97		26
		12/31/96		26
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