United States Bankruptcy Court

by Phoenix Information Systems Corp
December 18th, 1997

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                                                                   EXHIBIT 10.43

     Debtors' Supplement to Motion of Debtors For An Order (1) (A) Approving
     Certain Bid Protection and Material Change Provisions of Asset Purchase
  Agreement, Pending Court of Agreement, (B) Finding That These Provisions Have
   Been Proposed In Good Faith, And, (C) Approving Dates And Notice Procedures
    For Final Hearing As To Asset Purchase Agreement, And (2) Approving Asset
           Purchase Agreement At Final Hearing, dated December 7, 1997



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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
- ------------------------------------X
In re:                                    Chapter 11
                                      
                                                      Case Nos.  97-
                                                      2498 through
         PHOENIX INFORMATION SYSTEMS                  97-2500 (RRM)
         CORP., et al.                    (Jointly Administered)
                                      
                    Debtors.          
- ------------------------------------X

DEBTORS' SUPPLEMENT TO MOTION OF DEBTORS FOR AN ORDER (1) (A) APPROVING CERTAIN
   BID PROTECTION AND MATERIAL CHANGE PROVISIONS OF ASSET PURCHASE AGREEMENT,
PENDING COURT APPROVAL OF AGREEMENT, (B) FINDING THAT THESE PROVISIONS HAVE BEEN
PROPOSED IN GOOD FAITH, AND (C) APPROVING DATES AND NOTICE PROCEDURES FOR FINAL
    HEARING AS TO ASSET PURCHASE AGREEMENT, AND (2) APPROVING ASSET PURCHASE
                           AGREEMENT AT FINAL HEARING
- --------------------------------------------------------------------------------

TO THE HONORABLE RODERICK R. MCKELVIE,
UNITED STATES DISTRICT JUDGE

         The debtors and debtors in possession herein (collectively, the
"Debtors"), by and through their attorneys, LeBoeuf, Lamb, Greene & MacRae,
L.L.P., and Young, Conaway, Stargatt & Taylor, hereby file this supplement to
the Debtors' motion (the "Sale Motion") submitted to this Court on December 4,
1997 for an order (a) approving certain bid protection and material change
provisions regarding a sale of the Debtors' assets, (b) finding that these
provisions have been proposed in good faith, and (c) approving dates and notice
procedures for the final hearing as to the sale of assets, and (d) ultimately
approving asset purchase agreement at the final hearing, and respectfully
represents as follows:


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                                  JURISDICTION

         1. This Court has core jurisdiction over these proceedings and the
parties and property affected hereby pursuant to 28 U.S.C. ss.ss. 157(b) and
1334.

                                   BACKGROUND

         2. The Debtors' dire financial condition and the events leading up to
their filing for relief under chapter 11 of the Bankruptcy Code are set forth in
the Sale Motion and the accompanying affidavit of Peter J. Ford, the Debtors'
Vice President and Chief Financial Officer ("Ford Affidavit") of December 4,
1997. The Sale Motion and the Ford Affidavit also set forth the reasons why the
Debtors have determined to sell substantially all of their assets as promptly as
possible in their sound business judgment and to preserve and protect the value
of their estates.

         3. The purpose of this supplement to the Sale Motion is to provide this
Court, in a more detailed fashion, with the Debtors' suggested notice and
competitive bidding procedures with respect to the proposed sale.

         4. As set forth in the Sale Motion and the Ford Affidavit, the Debtors
have made extensive, good faith prepetition efforts to identify and solicit
offers from potential purchasers of their assets. Over the past year, the
Debtors have approached several parties to discuss the sale of their assets, yet
no serious bids resulted from such process with the exception of the proposed
purchaser's bid. In addition, the Debtors and their advisors have actively,
although unsuccessfully, pursued alternative forms of financing and the
restructuring of their businesses. As a result, the Debtors believe that the
current offer represents the highest and best prepetition offer obtainable for
the assets of the Debtors.


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         5. The Debtors desire to provide wide notice of their proposed sale
(within the constraints imposed by their current financial and business
condition) to ensure that (a) all creditors and equity security holders of the
Debtors receive notice of the final hearing, (b) parties to executory contracts
and unexpired leases that the Debtors wish to assume and assign pursuant to the
sale are given proper notice of the proposed disposition of their contracts, and
(c) any higher and better offer for the Debtors' business and assets is
identified.

         6. The Debtors intend to accomplish (a) above by proposing to serve
copies of a notice substantially in the form annexed to this supplement to the
Sale Motion (the "Sale Notice") to all the persons listed in the Debtors'
respective lists of creditors and all preferred equity security holders. The
Debtors cannot notice all common stockholders because the common stock of the
parent Debtor which is a public company (the subsidiaries are wholly-owned) is
widely held. Thus, notice to such holders would be difficult to complete, unduly
burdensome and extremely expensive. The Debtors, therefore, propose publication
in the Wall Street Journal and The New York Times to inform such holders of the
sale.

         7. In case such creditors are not noticed in the provisions mentioned
above, the Debtors also intend to serve the Sale Notice on all persons who are
known to the Debtors to assert liens or other interests on assets to be sold.
The United States Trustee, the Securities and Exchange Commission, any party who
has filed a notice of appearance and the chair of any official committee shall
also receive the notice.

         8. In addition, the Debtors have established a procedure for assumption
and assignment of executory contracts and unexpired leases to be assumed
pursuant to the sale of substantially all of the Debtors' assets (the "Assigned
Contracts"). Ten days after the date the 


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proposed Order sought by this supplement to the Sale Motion is signed, the
Debtors shall serve on each non-debtor party to an executory contract or
unexpired lease notice stating: (a) that such Assigned Contract is to be assumed
and assigned to the Purchaser as part of the asset sale, (b) the notice and
amount of any default of the Debtors, within their knowledge, whether monetary
or otherwise, under such Assigned Contract, and (c) the dollar amount believed
by the Debtors to be necessary, or the other actions believed to be necessary,
to cure such default ("Debtors' Notice of Assigned Contracts").

         9.  Any non-Debtor party to an Assigned Contract who contests the
Debtors' Notice of Assigned Contracts including, but not limited to, the nature
or amount of any outstanding named defaults, within five days of the date of
service of the Debtors' Notice of Assigned Contracts, shall file a statement
stating such party's position concerning the nature and amount of any
outstanding defaults.

         10. The procedures provided for above are designed to consensually
resolve any issue with contract parties regarding the sale of the Debtors'
assets by setting forth clear notice procedures. Contract parties are given
ample notice and ability to respond to any issues that they may have regarding
the Debtors' assumption of contracts. Because a sale of substantially all of the
assets of the Debtors is the best manner for contract parties to be made whole
regarding the obligations of the Debtors, the procedures set forth herein
maximize recoveries for such parties while providing fair and proper notice.

         11. Finally, the Debtors have provided that, within five (5) business
days of the date an order approving bidding procedures is signed, the Purchaser
shall enter into a sale contract with the Debtors (the "Definitive Sale
Documentation"). The Debtors have also 


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provided for procedures for making higher and better offers than that of the
purchaser under the proposed sale. This auction process assures maximum value
for the assets of the Debtor. These procedures first include consideration of
only certain types of qualified offers ("Overbids") and culminate in an open
auction. The following are the Overbid requirements:

                  (i)   Overbids must propose consideration having a readily
         ascertainable fair market value of not less than $50,000 in excess of
         the sum of $20,000,000 and any amounts payable to Purchaser for
         expenses up to $400,000, subject to adjustments no less favorable to
         the Debtors than those contained in the Definitive Sale Documentation,
         plus the assumption of the post-closing liabilities to be assumed by
         the Purchaser under the Definitive Sale Documentation.

                  (ii)  Overbids must be in substantially the form of the
         Definitive Sale Documentation marked to show all changes thereto and
         must be on terms and conditions no less favorable to the Debtors than
         the terms and conditions contained in the Definitive Sale
         Documentation, including, but not limited to, the time of closing.

                  (iii) Overbids must be delivered to the Debtors with copies to
         the Purchaser not later than 4:00 p.m. on the third business day prior
         to the date set for the final sale hearing and must be accompanied by
         appropriate evidence of the bidder's financial ability to consummate
         such a transaction on or prior to the closing date.

                  (iv)  Overbids must provide for a cash deposit at the time
         such Overbid is submitted of not less than 10% of the aggregate
         purchase price payable thereunder.


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                  (v)   With respect to subsequent Overbids (including any by
         the Purchaser), Overbids must include additional consideration of at
         least $50,000 over the previous bid.

         12. The proposed Order also provides that if any qualified Overbids are
timely received, an auction will be conducted on the second business day
following the due date for Overbids. At the auction, bidding begins with the
highest and best qualifying Overbid and does not conclude until each
participating bidder has had the opportunity to submit any additional Overbid
with full knowledge of the existing highest bid. The proposed Order requires
that the bidder provide a cash deposit of 10% of the aggregate purchase price of
its offer to the Debtors immediately prior to such auction.

         13. Courts in this Circuit and this District have approved the
preconfirmation sale of substantially all of a debtor's assets in the debtors'
sound business judgment when there has been a showing that (i) interested
parties have been provided with adequate and reasonable notice, (ii) the sale
price is fair and reasonable, and (iii) the sale is in good faith. See, e.g., In
re Tempo Technology Corp., 202 B.R. 363 (D. Del. 1996); In re Delaware & Hudson
Railway Co., 124 B.R. 169 (D. Del. 1991). See also In re Abbotts Dairies of
Pennsylvania, Inc., 788 F.2d 143, 149-50 (3d Cir. 1986) (which held that when a
bankruptcy court authorizes the preconfirmation sale of assets, "it is required
to make a finding with respect to the 'good faith of the purchaser;" if the
purchaser acted in good faith, then an auction procedure is sufficient to
sustain a finding that the purchaser paid reasonable value for the assets). Cf.,
In re Solar Mfg. Corp., 176 F.2d 493, 495 (3d Cir. 1949) (pre-Bankruptcy Code
decision requiring showing of an emergency to justify sale. The Debtors


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submit that, even if Solar continues to apply, their compelling circumstances
satisfy its requirements.). Under the circumstances of the sale proposed herein,
the adequate notice, Overbid requirements and auction procedures assure that any
sale to the Purchaser be made in good faith.

         14. As set forth in the attached proposed order, the Debtors seek
approval of notice and bidding procedures, (i) to provide actual notice to
parties in interest, including all creditors and shareholders and parties to
executory contracts or unexpired leases and secured parties whose interests
would be affected by the proposed sale, as well as publication notice, to afford
interested parties a reasonable opportunity to make a higher and better offer
for the Debtors' assets; (ii) to facilitate a serious and orderly sale process
with reasonable bidding rules; and (iii) to enable the Debtors to conduct an
auction, in the event of a competing bid, and to determine thereafter which bid
to recommend to this Court. These procedures are modeled on procedures adopted
in several other chapter 11 cases, and the Debtors believe them to be practical,
reasonable and fair.


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         WHEREFORE: for reasons stated in the Sale Motion, in this supplement to
the Sale Motion and at any hearing on this matter, the Debtors respectfully
request that this Court enter the attached Order and grant such other and
further relief as this Court deems just and proper.


Dated:   Wilmington, Delaware
            December __, 1997

                                    /s/ Brendan Linehan Shannon
                                    ------------------------------------------
                                    James L. Patton, Jr. (No. 2202)
                                    Brendan Linehan Shannon (No. 3136)
                                    Young, Conaway, Stargatt & Taylor, LLP
                                    11th & Market Streets
                                    Wilmington Trust Center
                                    Wilmington, Delaware 19801
                                    (302) 571-6600

                                                   -and-

                                    Angela J. Somers (AS-3095)
                                    Carolyn Hochstadter Dicker (CD-3987)
                                    LEBOEUF, LAMB, GREENE & 
                                             MACRAE, L.L.P.
                                    125 West 55th Street
                                    New York, New York 10019-5389
                                    (212) 424-8000

                                    Co-Counsel for the Debtors and Debtors in 
                                    Possession