Stock Purchase Agreement

Stock Purchase Agreement















                   Stock Purchase Agreement
                               
                             among
                               
              Zurich Payroll Operations Limited,
                               
              Computer Outsourcing Services, Inc.
                               
                      Daton Pay USA, Inc.
                               
                  Pay USA of New Jersey, Inc.
                               
                          NEDS, Inc.
                               
                              and
                               
                         Key-ACA, Inc.
                               










Dated As Of:  December 19, 1997

                       TABLE OF CONTENTS
                               
                               


Article I                                                       4


Definitions                                                     4
     1.01.  Definitions                                         4
     1.02.  Defined Terms                                       8


Article II                                                      8


Purchase and Sale of Shares                                     8
     2.01.  Purchase and Sale of Shares                         8
     2.02.  The Closing                                         9
     2.03.  Purchase Price Adjustment Amount                    9


Article III                                                    11


Conditions to Closing                                          11
     3.01.  Conditions to Buyer's Obligation                   11
     3.02.  Conditions to the Sellers' Obligations             14


Article IV                                                     15


Seller Representations and Warranties                          15
     4.01.  Organization and Corporate Power                   15
     4.02.  Subsidiaries                                       16
     4.03.  Authorization; No Breach; Valid and Binding
          Agreement                                            16
     4.04.  Capital Stock                                      17
     4.05.  Financial Statements; No Undisclosed Material
          Liabilities                                          18
     4.06.  Absence of Certain Developments                    18
     4.07.  Title to Properties                                20
     4.08.  Tax Matters                                        21
     4.09.  Contracts and Commitments                          22
     4.10.  Intellectual Property                              23
     4.11.  Litigation                                         24
     4.12.  Brokerage                                          24
     4.13.  Governmental Consents                              24
     4.14.  Employee Benefit Plans                             25
     4.15.  Insurance                                          26
     4.16.  Compliance with Laws                               27
     4.17.  Environmental Compliance                           27
     4.18.  Employee and Labor Relations                       27
     4.19.  Accounts; Safe Deposit Boxes; Powers of
          Attorney; Officers and Directors                     28
     4.20.  Effect of Transaction                              28
     4.21.  Transactions with Affiliates                       28
     4.22.  Customers                                          28
     4.23.  Year 2000                                          29
     4.24.  Software                                           29
     4.25.  Customer Accounts Receivable                       29
     4.26.  Salaries of Officers and Directors                 29
     4.27.  Daton Tax Penalty                                  29
     4.28.  Disclosure                                         29


Article V                                                      30


Buyer Representations and Warranties                           30
     5.01.  Organization and Corporate Power                   30
     5.02.  Authorization                                      30
     5.03.  No Breach                                          30
     5.04.  Governmental Consents                              30
     5.05.  Brokerage                                          30
     5.06.  Investment Representation                          31


Article VI                                                     31


Covenants of the Companies and Seller                          31
     6.01.  Conduct of the Business                            31
     6.02.  Access to Books and Records                        31
     6.03.  Notification                                       32
     6.04.  Regulatory Filings                                 32
     6.05.  Conditions                                         32
     6.06.  Resignations                                       32
     6.07.  Other Transactions                                 33
     6.08.  Noncompetition and Confidentiality                 33
     6.09.  Releases; Prior Compensation                       34
     6.10.  Leases                                             35
     6.11.  Transition Support                                 35
     6.12. Employee Bonuses                                    35
     6.13. Sublease of Jacom Equipment                         35
     6.14. Transfer of Tax Trust Accounts to Buyer             35
     6.15. Receipt by Seller of Funds Payable to the
          Companies                                            36


Article VII                                                    36


Covenants of Buyer                                             36
     7.01.  Access to Books and Records Relating to Taxes      36
     7.02.  Regulatory Filings                                 36
     7.03.  Conditions                                         36
     7.04.  Employee Bonuses                                   36
     7.05.  Leases                                             36


Article VIII                                                   37


Termination                                                    37
     8.01.  Termination                                        37
     8.02. Effect of Termination                               37


Article IX                                                     38


Additional Covenants                                           38
     9.01.  Survival                                           38
     9.02.  Indemnification                                    38
     9.03. Tax Matters                                         40
     9.04.  Further Assurances                                 42
     9.05.  Records                                            42


Article XI                                                     43


Miscellaneous                                                  43
     10.01.  Press Releases and Communications                 43
     10.02.  Expenses                                          43
     10.03.  Notices                                           43
     10.04.  Assignment                                        44
     10.05.  Severability                                      44
     10.06.  Amendment and Waiver                              44
     10.07.  Complete Agreement                                44
     10.08.  Counterparts                                      45
     10.09.  Governing Law                                     45
     10.10.  No Third-Party Beneficiaries                      45
     10.11.  Interpretation                                    45
     10.12. Acknowledgment                                     45
     10.13.  Consent to Jurisdiction                           45
     10.14.  Waiver of Jury Trial                              46
                                                     Exhibit 10
                                                               





          Stock  Purchase  Agreement,  dated  as   of
          December  19,  1997, among  Zurich  Payroll
          Operations  Limited, a Delaware corporation
          ("Buyer"),  Computer Outsourcing  Services,
          Inc.,  a  New  York corporation ("Seller"),
          Daton   Pay   USA,   Inc.,   a   California
          corporation  ("Daton"),  Pay  USA  of   New
          Jersey, Inc., a New York corporation  ("Pay
          USA"),  NEDS, Inc., a New York  corporation
          ("NEDS")  and  Key-ACA, Inc.,  a  New  York
          corporation  ("Key-ACA," and together  with
          Daton, Pay USA and NEDS, the "Companies").
          
                         Introduction
                               
          Daton, Pay USA, NEDS and Key-ACA each own and operate
a  payroll  service business located in California,  New  York,
Rhode  Island and Massachusetts, respectively.  Seller  desires
to  sell  all of the issued and outstanding shares  of  capital
stock  of  the Companies (the "Shares"), and Buyer  desires  to
purchase  the  Shares,  upon  the  terms  and  subject  to  the
conditions set forth herein.

          The parties hereto agree as follows:


                           Article I
                               
                          Definitions
                               
          1.01.     Definitions.  (a)  The following terms,  as
used this Agreement, shall have the following meanings:

          "Affiliate"  means,  with respect  to  any  specified
Person,  any other Person that directly, or indirectly  through
one  or more intermediaries, controls, is controlled by, or  is
under common control with, such specified Person.

          "Code" means the Internal Revenue Code of 1986.

          "Contract" means any agreement, note, bond,
arrangement, understanding, lease, license, option, indenture,
mortgage, deed of trust, plan, commitment or instrument.

          "ERISA" means the Employee Retirement Income Security
Act of 1974.

          "GAAP" means generally accepted accounting
principles.

          "Governmental Entity" means any Federal, state, local
or foreign government or any court of competent jurisdiction,
administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign.

          "Intellectual Property" means patents, patent
applications, trademarks (registered or unregistered) and
service marks (and any applications or registrations therefor),
trade secrets, trade names, corporate names, copyrights,
copyright registrations (and any applications therefor), know-
how, inventions and other intellectual property and proprietary
rights, whether or not subject to statutory registration or
protection or other similar type of proprietary intellectual
property right.

          "Knowledge  of  Seller" means the  knowledge  of  any
employee,  officer,  director  or  Affiliate  of  Seller,  such
persons having made diligent inquiry as to the representations,
warranties and schedules given to Buyer in this Agreement.

          "Material  Adverse Effect" means a  material  adverse
effect  upon  the  business,  assets,  operations,  properties,
financial   position,  results  of  operations,  prospects   or
liabilities of the Companies, taken as a whole, or any  adverse
effect  upon the consummation of this Agreement or any  of  the
transactions contemplated hereby.

          "Net  Interdivisional Payables"  means  the  accounts
payable  on the books and records of the Companies in favor  of
Seller or any of its Affiliates (other than the Companies), net
of any accounts receivable from Seller or any of its Affiliates
(other  than  the Companies) on the books and  records  of  the
Companies.

          "Person"  means  an  individual,  a  partnership,   a
limited  liability company, a limited liability partnership,  a
corporation, an association, a joint stock company, a trust,  a
joint  venture,  an unincorporated organization  or  any  other
entity  or  organization,  domestic  or  foreign  (including  a
Governmental Entity).

          "Security Interests" means mortgages, liens, security
interests,   encumbrances,  leases,   assignments,   subleases,
easements,   covenants,   rights-of-way   or   other    similar
restrictions of any nature whatsoever.

          "Software"   means  all  electronic  data  processing
systems,   information  systems,  computer  software  programs,
program specifications, charts, procedures, source codes, input
data,  routines,  data bases, report layouts,  formats,  record
file  layouts,  diagrams, functional specifications,  narrative
descriptions, flow charts and other related material  developed
for  any  of the Companies or used, licensed, leased or  owned,
directly or indirectly, by, on behalf of or for the account  of
the Companies.

          "Tax"  or "Taxes" means any Federal, state, local  or
foreign  income,  gross  receipts,  capital  stock,  franchise,
profits,   estimated,   payroll,   employment,   environmental,
withholding,  social security, unemployment,  disability,  real
property,   ad   valorem/personal  property,   stamp,   excise,
occupation,  sales,  use,  transfer, value  added,  alternative
minimum or other tax, assessment, duty or similar charge of any
kind,  including  any  interest, penalty or  addition  thereto,
whether disputed or not.

          "Tax  Returns" means any return, report,  information
return or other document (including schedules or any related or
supporting information) filed or required to be filed with  any
Taxing   Authority   in  connection  with  the   determination,
assessment  or  collection of any Tax or the administration  of
any  laws, regulations or administrative requirements  relating
to any Tax.

          "Taxing  Authority"  means any  governmental  or  any
quasi-governmental body exercising any taxing authority or  any
other authority exercising Tax regulatory authority.

          "Transition  Support  Services Agreement"  means  the
agreement,  dated  the date hereof, between  Seller  and  Buyer
substantially in the form of Exhibit A.


          (b)  Each of the following terms is defined in the Section set
               forth opposite such term:
               
        Term                               Section
                                         
        Buyer Note                       2.01(b)(ii)
      Cash Portion of the Initial        2.02(b)(ii)
        Purchase Price Amount
        Closing                          2.02(a)
        Closing Date                     2.02(a)
        Competitive Activities           6.08(a)
        Daton Lease                      3.01(j)(ix)
        Daton Merger Agreement           4.05(c)
        Deferred Compensation            3.01(g)
        Obligations
        Elections                        9.03(a)
        Employment Agreements            3.01(g)
        Estimated Purchase Price Amount  2.01(b)
        Indemnified Party                9.02(e)
        Indemnifying Party               9.02(e)
        Independent Accounting Firm      2.03(b)
        Initial Purchase Price Amount    2.01(c)
        IRS                              4.08
        Key-ACA Asset Purchase           3.01(j)(xv)
        Agreement
        Latest Balance Sheet             4.05(a)
        Leases                           6.10
        Listed Contracts                 4.09(a)
        Losses                           9.02(a)
        NEDS Merger Agreement            3.01(j)(xiv
                                         )
        Notice                           9.02(e)
        Notice of Disagreement           2.03(a)
        Olympus                          3.01(j)(ix)
        Payroll Revenues                 2.03(f)
        Payroll Revenues Adjustment      2.03(e)
        Amount
        Pension Plan                     4.14(b)
        Plan                             4.14(a)
        Purchase Price                   2.01(b)
        Purchase Price Adjustment        2.03(c)
        Amount
        Rights                           3.01(g)
        Section 338 Forms                9.03(a)
        Shareholders' Equity             2.03(d)
        Statement                        2.03(a)
        Target Amount                    2.03(c)
        Tax Trust Accounts               2.03(f)
        Third Party Claim                9.02(e)
        Total Assets                     2.03(d)
        Total Liabilities                2.03(d)

          
          1.02.       Defined  Terms.   (a)   Unless  otherwise
specified  herein, all accounting terms used  herein  shall  be
interpreted, all accounting determinations hereunder  shall  be
made  and  all  financial statements required to  be  delivered
hereunder  shall  be prepared in accordance  with  GAAP  as  in
effect from time to time.

          (b)   All references in this Agreement to "Articles",
"Sections"   and  other  subdivisions  are  to  the  designated
Articles,  Sections and other subdivisions of  this  Agreement.
The words "herein", "hereof" and "hereunder" and other words of
similar  import  refer  to  this  Agreement  and  not  to   any
particular Article, Section or other subdivision.

          (c)  In this Agreement, in the computation of periods
of  time  from a specified date to a later specified date,  the
word  "from" means "from and including" and the words "to"  and
"until" each mean "to but excluding".

          (d)   All references to "including" in this Agreement
shall mean including without limitation.

          (e)   A reference to a law in this Agreement includes
any  amendment  or modification to such law and  any  rules  or
regulations issued thereunder.

          (f)   A  reference  to  a Person  in  this  Agreement
includes its successors and permitted assigns (if any).



                          Article II
                               
                  Purchase and Sale of Shares

          2.01.      Purchase and Sale of Shares.  (a)  At  the
Closing, upon the terms and subject to the conditions set forth
in  this  Agreement,  Seller shall sell, assign,  transfer  and
convey  to  Buyer,  and Buyer shall purchase and  acquire  from
Seller, all of the Shares.

          (b)            The purchase price for the Shares, the
noncompetition  covenant  set forth in  Section  6.08  and  the
customer  lists  shall be an amount equal to  $14,400,000  (the
"Estimated  Purchase Price Amount"), as adjusted in  accordance
with  Section 2.03(c), which amount, as so adjusted,  shall  be
referred to herein as the "Purchase Price".

          (c)            The Purchase Price shall be payable as follows:
(i) $12,900,000 (the "Initial Purchase Price Amount") shall  be
payable by Buyer at the Closing as set forth in Section 2.02(b)
and  (ii)  the balance of the Purchase Price, if any, shall  be
payable as set forth in Section 2.03.

          (d)            The Purchase Price shall be allocated as
follows:   $1,440,000 as consideration for  the  noncompetition
covenant set forth in Section 6.08, $7,200,000 as consideration
for  the customer lists and the remainder of the Purchase Price
as consideration for the Shares.

          2.02.      The  Closing.   (a)  The  closing  of  the
purchase  and  sale  of the Shares (the "Closing")  shall  take
place  at the offices of Howard, Darby & Levin, 1330 Avenue  of
the Americas, New York, New York, at 10:00 a.m. on December 19,
1997,  or if the conditions to the Closing set forth in Article
III  shall  not have been satisfied by such date,  as  soon  as
practicable  after such conditions shall have  been  satisfied.
The  date and time the Closing occurs is herein referred to  as
the "Closing Date".

          (b)  At the Closing:

          (i)  Seller shall deliver to Buyer stock certificates
     representing all the Shares in each case duly endorsed in blank
     or accompanied by duly executed stock powers duly endorsed in
     blank in proper form for transfer, with appropriate transfer
     stamps, if applicable, affixed.
     
          (ii) Buyer shall deliver to Seller (A) by wire
     transfer of immediately available funds to such bank account
     designated in writing by Seller to Buyer at least two business
     days prior to the Closing Date $12,150,000 (the "Cash Portion
     of the Initial Purchase Price Amount"), and (B) a promissory
     note, substantially in the form of Exhibit B hereto, bearing a
     principal amount of $750,000 (the "Buyer Note").
     
          (iii) Buyer, Seller and the Companies shall make such
     other deliveries as are required by and in accordance with
     Article III hereof.
     
          2.03.     Purchase Price Adjustment Amount.

          (a) By May 15, 1998, Buyer shall prepare and deliver
to   Seller  a  statement  (the  "Statement"),  setting   forth
Shareholders' Equity, Payroll Revenues for each of  the  fiscal
quarters  ending December 31, 1997 and March 31, 1998  and  the
Purchase Price Adjustment Amount; provided, however, that Buyer
shall  use  its best efforts to provide notice of Shareholders'
Equity to Seller by March 31, 1998.  The Statement shall become
final  and  binding upon the parties on the 60th day  following
delivery thereof, unless Seller gives effective written  notice
of   its  disagreement  with  the  Statement  (the  "Notice  of
Disagreement") to Buyer prior to such date.  During the  60-day
period  following  receipt of the Statement by  Seller,  Seller
shall  be  permitted  to  review the working  papers  of  Buyer
relating  to  the  Statement.  To be  effective,  a  Notice  of
Disagreement must (i) specify in reasonable detail  the  nature
of  any  disagreement so asserted and (ii) set forth  a  single
proposed  Purchase Price Adjustment Amount.   If  a  Notice  of
Disagreement is received by Buyer in a timely manner, then  the
Statement  (as revised in accordance with clauses  (A)  or  (B)
below) shall become final and binding upon Seller and Buyer  on
the earlier of (A) the date Seller and Buyer resolve in writing
any differences they have with respect to the matters specified
in  the  Notice  of Disagreement or (B) the date  any  disputed
matters  are  finally resolved in writing  by  the  Independent
Accounting Firm.

          (b)  During the 60-day period following the delivery
of  a  Notice of Disagreement, Seller and Buyer shall  seek  in
good faith to resolve in writing any differences to the matters
specified  in the Notice of Disagreement.  During such  period,
Buyer  shall  have  access  to the  working  papers  of  Seller
prepared in connection with the Notice of Disagreement.  At the
end of such 60-day period, Seller and Buyer shall submit to  an
independent accounting firm (the "Independent Accounting Firm")
for  review and resolution any and all matters which remain  in
dispute  and  which were properly included  in  the  Notice  of
Disagreement.   The  Independent Accounting  Firm  shall  be  a
nationally  recognized "Big Four" accounting firm as  shall  be
agreed  upon by Seller and Buyer in writing.  Seller and  Buyer
shall  use  all  reasonable efforts to  cause  the  Independent
Accounting  Firm  to  render a decision resolving  the  matters
submitted  to  the Independent Accounting Firm within  30  days
following submission.  Seller and Buyer agree that judgment may
be entered upon the determination of the Independent Accounting
Firm  in  any court having jurisdiction over the party  against
which  such determination is to be enforced.  The cost  of  the
process of rendering a decision on the matters submitted to the
Independent Accounting Firm (including the fees and expenses of
the  Independent Accounting Firm and reasonable  attorney  fees
and  expenses of the parties) pursuant to this Section  2.03(b)
shall  be  borne  by the party whose Purchase Price  Adjustment
Amount,  as  set  forth  in  the Statement  or  the  Notice  of
Disagreement, as the case may be, is furthest from the Purchase
Price  Adjustment  Amount  as  determined  by  the  Independent
Accounting Firm.

          (c) (i) If Shareholders' Equity exceeds $6,007,127 (the
"Target  Amount")  by  more than ten percent,  then  the  total
amount  by which Shareholders' Equity exceeds the Target Amount
shall  be deducted from the Payroll Revenues Adjustment Amount.
If  the Target Amount exceeds Shareholders' Equity by more than
ten  percent, then the total amount by which the Target  Amount
exceeds  Shareholders' Equity shall be  added  to  the  Payroll
Revenues  Adjustment Amount.  The Payroll  Revenues  Adjustment
Amount  as so adjusted in accordance with this Section  2.03(c)
shall  be  referred to herein as the "Purchase Price Adjustment
Amount."  If the Purchase Price Adjustment Amount  is  zero  or
greater, the excess of the Estimated Purchase Price Amount over
the  Purchase  Price Adjustment Amount shall  be  the  Purchase
Price.   If  the Purchase Price Adjustment Amount is less  than
zero,  the sum of the Estimated Purchase Price Amount  and  the
Purchase  Price  Adjustment Amount  (expressed  as  a  positive
number)  shall be the Purchase Price.  Notwithstanding anything
to  the  contrary  in this Article II, in no  event  shall  the
Purchase   Price  be  less  than  $12,900,000  or   more   than
$14,500,000.

          (ii) If, at any time after the delivery of the Notice
of  Disagreement,  Seller or Buyer have  agreed  to  an  amount
certain  owing  to  Seller pursuant to the provisions  of  this
Section 2.03(c), Buyer shall pay 90% of such undisputed  amount
to  Seller by wire transfer of immediately available  funds  to
the  bank account described in Section 2.02(b)(ii).  Within  10
business days of the final determination of the Purchase  Price
Adjustment  Amount  in  accordance with this  Section  2.03(c),
Buyer  shall  pay  the excess of the Purchase  Price  over  the
Initial  Purchase  Price  Amount, if  any,  less  any  payments
previously made pursuant to the immediately preceding sentence,
to  Seller by wire transfer of immediately available  funds  to
the   bank  account  described  in  Section  2.02(b)(ii).   Any
payments   made  pursuant  to  the  two  immediately  preceding
sentences shall be accompanied with interest thereon at a  rate
per annum equal to 6.5% for the period from the Closing Date to
the date of payment of such amount (calculated on the basis  of
a year of 365 days and the actual number of days elapsed during
such period).

          (d)  "Shareholders' Equity" means, as of the Closing
Date,   the  excess  of  (i)  Total  Assets  over  (ii)   Total
Liabilities.   The terms "Total Assets" and "Total Liabilities"
mean  the  combined  total  assets of  the  Companies  and  the
combined  total liabilities of the Companies, respectively,  in
each case as of the Closing Date, calculated in accordance with
GAAP.  It is understood that Total Assets and Total Liabilities
shall  be  determined without regard to any purchase accounting
adjustments  to the accounting books and records for  financial
reporting  purposes which may be recorded by the  Companies  or
Buyer  as  a  result of the transactions contemplated  by  this
Agreement.  To the extent GAAP permits alternate treatments  of
any   item  comprising  Shareholders'  Equity,  the  particular
treatment used in the Latest Balance Sheet shall also  be  used
in the calculation of Shareholders' Equity.

          (e)    The "Payroll Revenues Adjustment Amount" shall
be  equal to the product of (i) 1.65 and (ii) the excess of (A)
the  product  of  (I) 0.925 and (II) Payroll Revenues  for  the
fiscal  quarter ending December 31, 1997 over (B)  the  Payroll
Revenues for the fiscal quarter ending March 31, 1998; provided
that  the Payroll Revenues Adjustment Amount shall not be  less
than zero.

          (f)     "Payroll Revenues" means, for any period, the
sum  of (i) the revenues billable by the Companies solely  from
the  provision  of payroll processing services and  tax  filing
services  to its customers during such period and (ii) revenues
earned  by  the Companies solely from tax trust accounts  ("Tax
Trust Accounts") during such period, net of (A) allowances  for
uncollectible  amounts, (B) revenues billable by the  Companies
from  the provision of payroll processing services relating  to
year-end  tax information (including W-2 reports),  (C)  normal
year-end  adjustments, (D) revenues billable by  the  Companies
from  the  provision  of payroll processing  services  and  tax
filing  services relating to seasonal bonuses or other seasonal
events,  (E)  revenues  billable by  the   Companies  from  the
provision  of  services relating to general ledger  processing,
(F)  revenues billable by Pay USA from the provision of payroll
processing services on the Delta Operating System to New Jersey
school  boards, municipalities and commercial banks, (G)  year-
end  file  creation fees billable by Companies and (H) revenues
billable by the Companies relating to supplies.


                          Article III

                     Conditions to Closing
          3.01.      Conditions  to  Buyer's  Obligation.   The
obligation  of  Buyer to purchase and pay  for  the  Shares  is
subject  to  the  satisfaction (or  waiver  by  Buyer)  of  the
following conditions as of the Closing Date:

          (a)      The representations and warranties of Seller
made  in  this  Agreement  shall be true  and  correct  in  all
respects,  as of the date hereof and at and as of  the  Closing
Date   as   though  then  made,  except  to  the  extent   such
representations and warranties expressly relate to  an  earlier
date  (in which case such representations and warranties  shall
be  true  and correct in all respects on and as of such earlier
date).

          (b)  The Companies and Seller shall have performed or
complied  in  all  respects  with  all  of  the  covenants  and
agreements  required to be performed or complied with  by  them
under this Agreement at or prior to the Closing.

          (c)   All consents or other actions that are required
in  connection with the transactions contemplated hereunder  in
order  to  prevent  any  of the effects  described  in  Section
4.03(b)  to which any of the Companies or Seller is a party  or
by which any of their respective properties or assets are bound
(all  of  which  consents  are set  forth  on  the  Third-Party
Consents  Schedule  attached hereto) or  with  respect  to  any
license, franchise, permit or other similar authorization  held
by  any of the Companies or Seller shall have been obtained  or
taken.

         (d)  All permits, consents, approvals, licenses, orders or
authorizations of, and registrations, declarations and filings
with, any Governmental Entity, if any, that are required to be
obtained or made in connection with (i) the execution, delivery
or performance of this Agreement by any of the Companies,
Seller or Buyer or the consummation by any of the Companies,
Seller or Buyer of any of the transactions contemplated hereby
and (ii) the conduct by the Companies of their respective
businesses following the Closing as conducted on the date
hereof shall have been duly obtained or made.
         
         (e)     No action or proceeding by or before any
Governmental  Entity or any other Person shall  be  pending  or
threatened  (i) challenging or seeking to restrain or  prohibit
the  purchase and sale of any of the Shares or any of the other
transactions  contemplated  by this  Agreement  or  seeking  to
obtain  damages  from Buyer (or any of its Affiliates)  or  the
Companies  in  connection with the purchase  and  sale  of  the
Shares  or any of the other transactions contemplated  by  this
Agreement,  (ii) seeking to prohibit or limit the ownership  or
operation  by Buyer (or any of its Affiliates) or the Companies
of,  or  to  compel  Buyer (or any of its  Affiliates)  or  the
Companies  to dispose of or hold separate, any portion  of  the
business or assets of Buyer (or any of its Affiliates)  or  the
Companies, in each case as a result of the purchase and sale of
the  Shares  or  any of the other transactions contemplated  by
this  Agreement,  (iii) seeking to impose  limitations  on  the
ability of Buyer (or any of its Affiliates) to acquire or hold,
or  exercise full rights of ownership of, the Shares, including
the  full  right  to  vote the Shares on all  matters  properly
presented to the shareholders of the Company or (iv) seeking to
prohibit  Buyer  (or  any of its Affiliates)  from  effectively
controlling in any respect the businesses or operations of  the
Companies,  nor shall any statute, rule, regulation,  executive
order,   decree,   temporary  restraining  order,   preliminary
injunction,  permanent  injunction  or  other  order   enacted,
entered,  promulgated, enforced or issued by  any  Governmental
Entity  or other legal restraint or prohibition have the effect
set forth in clauses (i) through (iv) above.

          (f)    There shall not have been any material adverse
change   in   the  business,  assets,  operations,  properties,
financial   position,  results  of  operations,  prospects   or
contingent liabilities of the Companies, taken as a whole.

          (g)     All obligations for deferred compensation and
severance   payments   (collectively,  "Deferred   Compensation
Obligations")  and  all employment agreements  or  arrangements
("Employment Agreements") of each of the Companies  shall  have
been terminated or assumed by Seller, and all rights, including
stock  appreciation  rights, "phantom" stock  rights,  options,
warrants   and   subscription  rights,  linked,   directly   or
indirectly,  to the capital stock of any of the  Companies  and
any  right of payment or repayment to any Person by any of  the
Companies  upon any change of control (collectively,  "Rights")
shall  have  been canceled or terminated, in each case  without
any  further payment or other obligation on the part of any  of
the   Companies  after  the  Closing  and  otherwise  on  terms
satisfactory  to  Buyer.   Each  beneficiary  of  any  Deferred
Compensation Obligations, Employment Agreements or  any  Rights
shall have signed instruments, satisfactory to Buyer, releasing
Buyer  (and its Affiliates) and each of the Companies from  any
and  all  claims  or  liability, past, present  or  future,  in
connection  with  or  arising out of any Deferred  Compensation
Obligations,  Employment Agreements or  Rights,  including  the
cancellation  or termination of any such Deferred  Compensation
Obligations,  Employment Agreements or Rights  whether  at  the
Closing or at any time prior to the Closing.

          (h)     The Companies shall not have declared or paid
any  dividends or made any distributions to or at the direction
of  its shareholders, whether or not upon or in respect of  any
shares  of its capital stock or other equity securities at  any
time after October 24, 1997.

          (i) A confidentiality agreement with Buyer, in form and
substance satisfactory to Buyer, shall have been executed by
each of the employees of the Companies set forth on the
Confidentiality Schedule attached hereto.

          (j)      Seller or the Companies, as the case may be,
shall have delivered to Buyer each of the following:

                (i)   a  certificate  of  the  chief  executive
     officer of Seller in the form set forth in Exhibit C attached
     hereto, dated the Closing Date, stating that the preconditions
     specified in subsections (a) through (i) of this Section 3.01
     inclusive, except as they expressly relate to Buyer, have been
     satisfied;
     
                (ii) copies of the third party and governmental
     consents required by subsections (c) and (d) above;
     
               (iii)     all minute books, stock books, ledgers
     and registers, corporate seals and other corporate records
     relating to the organization, ownership and maintenance of
     the Companies;
     
               (iv)  a   combined   balance   sheet   of    the
     Companies at October 31, 1997, and a related statement  of
     income  and  cash flows for the three months  then  ended,
     certified  by  the  chief  executive  officer  and   chief
     financial officer of Seller;
          
             (v)     evidence,    in   form    and    substance
     satisfactory  to  Buyer,  of  cancellation  of   the   Net
     Interdivisional Payables;
     
           (vi) evidence, in form and substance satisfactory to
     Buyer,  that  the  obligations  of  (A)  Key-ACA  in   the
     Employment  Agreement, dated as of May  1,  1995,  between
     Key-ACA  and  Eugene  B.  Monosson,  (B)  Key-ACA  in  the
     Employment  Agreement, dated as of May  1,  1995,  between
     Key-ACA  and  Earle G. Phillips, Jr. and (C) NEDS  in  the
     Employment  Agreement, dated as of June 22, 1993,  between
     NEDS and Norman D. Meyers, have been released;
     
            (vii)       evidence,   in   form   and   substance
     satisfactory  to  Buyer, that the liens evidenced  by  the
     financing  statements attached hereto as  Exhibit  D  have
     been released;
     
          (viii) the Transition Support Services Agreement, duly
     executed by Seller;
     
                 (ix)   an  assignment  to  Buyer  of  Seller's
     leasehold interest in the real property evidenced  by  the
     lease,  dated  May  14, 1997 (the "Daton Lease"),  between
     Seller  and Olympus Brookhollow/Calvest ("Olympus"),  duly
     executed by Seller;
     
                (x)   resignations effective as of the  Closing
     Date  from  all  of  the  officers and  directors  of  the
     Companies;
     
                 (xi)   evidence,   in   form   and   substance
     satisfactory  to Buyer, that the Tax Trust  Accounts  have
     been transferred to Buyer;
     
                (xii)     an opinion dated the Closing Date  of
     Robinson & Cole LLP, counsel to the Companies and  Seller,
     substantially in the form of Exhibit E;
     
                 (xiii)      all  documents  that   Buyer   may
     reasonably request relating to the existence of Seller and
     each of the Companies and the authority and legal capacity
     of  Seller  and each of the Companies for this  Agreement,
     all in form and substance satisfactory to Buyer;
     
                 (xiv)      evidence,  in  form  and  substance
     satisfactory to Buyer, that the obligations of NEDS  under
     Sections 2.2 and 2.3 of the Merger Agreement, dated May 4,
     1993  (as  amended,  the "NEDS Merger  Agreement"),  among
     Seller, NEDS, Robert R. Boie, Joseph J. Velleca and Norman
     D. Meyers, and all amendments thereto, have been released;
     and
     
                 (xv)   evidence,   in   form   and   substance
     satisfactory  to  Buyer, that the obligations  of  Key-ACA
     under   Sections  2.2  and  2.3  of  the  Asset   Purchase
     Agreement,  dated  April  7,  1995  (the  "Key-ACA   Asset
     Purchase Agreement"), among Seller, ACA Acquisition Corp.,
     a   New   York  corporation,  Key-ACA,  Inc.,  a  Delaware
     corporation,  Eugene B. Monosson and  Earle  G.  Phillips,
     Jr., have been released.
     
          3.02.      Conditions  to Seller's Obligations.   The
obligations of Seller to sell and deliver the Shares  to  Buyer
are  subject to the satisfaction (or waiver by Seller)  of  the
following conditions as of the Closing Date:

          (a)  The representations and warranties of Buyer made
in  this Agreement shall be true and correct in all respects as
of  the date hereof and at and as of the Closing Date as though
then made.

          (b)    Buyer shall have performed or complied in all
respects with all of the covenants and agreements required to
be performed or complied with by it under this Agreement at or
prior to the Closing.
 
         (c)        All permits, consents, approvals, licenses,
orders  or  authorizations of, and registrations,  declarations
and filings with, any Governmental Entity that are set forth on
the  Governmental Consents Schedule or that are required to  be
obtained or made in connection with the execution, delivery  or
performance of this Agreement by the Companies or Seller or the
consummation  by  the  Companies  or  Seller  of  any  of   the
transactions contemplated hereby shall have been duly  obtained
or made.

          (d)         No action or proceeding by or before any
Governmental Entity shall be pending or threatened  challenging
or seeking to restrain or prohibit the purchase and sale of any
of  the Shares or any of the transactions contemplated by  this
Agreement   or  seeking  to  obtain  damages  from  Seller   in
connection with the purchase and sale of the Shares or  any  of
the other transactions contemplated by this Agreement.

          (e)     No statute, rule, regulation, executive order,
decree, temporary restraining order, preliminary injunction,
permanent injunction or other order enacted, entered,
promulgated, enforced or issued by any Governmental Entity or
other legal restraint or prohibition preventing the purchase
and sale of any of the Shares shall be in effect.

          (f)         Buyer shall have delivered to Seller a
certificate in the form set forth as Exhibit F attached hereto,
dated   the   Closing  Date,  stating  that  the  preconditions
specified  in subsections (a) through (e) of this Section  3.02
inclusive,  except  as  they expressly relate  to  any  of  the
Companies or Seller, have been satisfied.

  (g)  Buyer shall have delivered to Seller a guarantee by Zurich
Payroll  Solutions Limited, in form and substance  satisfactory
to  Seller, of the obligations of Buyer hereunder and under the
Buyer Note.



                          Article IV

             Seller Representations and Warranties

          Seller represents and warrants to Buyer that:

          4.01.      Organization and Corporate Power.   Seller
is  a  corporation duly organized, validly existing and in good
standing under the laws of the State of New York.  Daton  is  a
corporation  duly  organized,  validly  existing  and  in  good
standing  under  the  laws  of  California.   Pay  USA   is   a
corporation  duly  organized,  validly  existing  and  in  good
standing  under the laws of the State of New York.  NEDS  is  a
corporation  duly  organized,  validly  existing  and  in  good
standing under the laws of the State of New York.  Key-ACA is a
corporation  duly  organized,  validly  existing  and  in  good
standing under the laws of the State of New York.  Each of  the
Companies  and  Seller has all requisite  corporate  power  and
authority   and  all  authorizations,  licenses   and   permits
necessary  to  own,  lease or otherwise hold  and  operate  its
properties  and  assets and to carry on its businesses  as  now
conducted  and  is duly qualified and in good  standing  to  do
business  as  a  foreign corporation in every  jurisdiction  in
which  its ownership, leasing or holding of property or  assets
or  the  conduct or nature of its business requires  it  to  so
qualify,  except where the failure to hold such authorizations,
licenses and permits or to be so qualified, individually or  in
the  aggregate,  would not have a Material Adverse  Effect.   A
list  of  the  jurisdictions in which each of the Companies  is
qualified to do business as a foreign corporation is set  forth
on the Foreign Jurisdiction Schedule attached hereto.

          Seller  has prior to the execution of this  Agreement
delivered to Buyer true and complete copies of the certificates
of  incorporation and by-laws, each as amended to date of  each
of the Companies.  The stock certificate and transfer books and
the minute books of each of the Companies (which have been made
available for inspection by Buyer prior to the date hereof) are
true and complete.

          4.02.       Subsidiaries.   The  Companies  do   not,
directly  or  indirectly, own, or hold the right  or  have  the
obligation to acquire, any capital stock, partnership  interest
or joint venture interest or other equity ownership interest in
any other Person.

          4.03  Authorization;  No Breach;  Valid  and  Binding
Agreement.   (a)   Each of the Companies  and  Seller  has  all
requisite  corporate power and authority  to  enter  into  this
Agreement,  to  perform  its  obligations  hereunder   and   to
consummate the transactions contemplated hereby.  All corporate
acts and other proceedings required to be taken by each of  the
Companies  and Seller to authorize the execution, delivery  and
performance  of  this  Agreement and the  consummation  of  the
transactions  contemplated hereby have been duly  and  properly
taken  and  no  other corporate proceedings  on  its  part  are
necessary  to authorize the execution, delivery or  performance
by  each  of  the Companies and Seller of this Agreement.  This
Agreement has been duly executed and delivered by each  of  the
Companies and Seller, and this Agreement constitutes  a  legal,
valid  and  binding  obligation of each of  the  Companies  and
Seller, enforceable against each of the Companies and Seller in
accordance with its terms.

          (b)      Seller has all requisite corporate power and
authority  to  enter  into  the  Transition  Support   Services
Agreement,  to  perform  its  obligations  thereunder  and   to
consummate   the   transactions  contemplated   thereby.    All
corporate  acts and other proceedings required to be  taken  by
Seller to authorize the execution, delivery and performance  of
the  Transition Support Services Agreement and the consummation
of  the  transactions contemplated thereby have been  duly  and
properly  taken and no other corporate proceedings on its  part
are   necessary  to  authorize  the  execution,   delivery   or
performance  by  Seller  of  the  Transition  Support  Services
Agreement.  The Transition Support Services Agreement has  been
duly  executed  and  delivered by  Seller  and  the  Transition
Support  Services  Agreement constitutes  a  legal,  valid  and
binding  obligation of Seller, enforceable  against  Seller  in
accordance with its terms.

          (c)   The execution and delivery of this Agreement by
each of the Companies and Seller, and of the Transition Support
Services Agreement by Seller, does not, and the consummation of
the transactions contemplated hereby and thereby and compliance
with  the terms hereof and thereof will not, conflict with,  or
result  in any violation of or default (with or without  notice
or  lapse  of time, or both) under, or give rise to a right  of
termination, cancellation or acceleration of any obligation  or
to  loss  of  a  material benefit under, or to  any  increased,
additional, accelerated or guaranteed rights or entitlement  of
any  Person  under, or result in the creation of  any  Security
Interest on the properties or assets of any of the Companies or
Seller   under,  any  provision  of  (i)  the  certificate   of
incorporation  or  by-laws of any of the Companies  or  Seller,
(ii) any Contract to which any of the Companies or Seller is  a
party  or by which any of their respective properties or assets
are  bound,  (iii)  any  license, franchise,  permit  or  other
similar authorization held by any of the Companies or Seller or
(iv)  any judgment, order or decree or statute, law, ordinance,
rule or regulation applicable to any of the Companies or Seller
or  their respective properties or assets, other than,  in  the
case  of  clauses (ii) and (iii), any such conflict, violation,
default, termination, cancellation, acceleration, loss,  right,
entitlement or Security Interest that does not have a  Material
Adverse Effect.

          4.04.     Capital Stock.

          (a)     The Company.  The authorized capital stock of
Daton consists of 100 shares of  common stock, no par value, of
which  100  shares are the only shares issued and  outstanding,
all  of which outstanding shares have been duly authorized  and
are  validly  issued,  fully  paid and  non-assessable  ("Daton
Shares").  The authorized capital stock of Pay USA consists  of
200  shares of common stock, no par value, of which 200  shares
are  the  only  shares  issued and outstanding,  all  of  which
outstanding  shares have been duly authorized and  are  validly
issued, fully paid and non-assessable ("Pay USA Shares").   The
authorized  capital stock of NEDS consists  of  200  shares  of
common  stock, no par value, of which 200 shares are  the  only
shares  issued and outstanding, all of which outstanding shares
have  been  duly authorized and are validly issued, fully  paid
and  non-assessable  ("NEDS Shares").  The  authorized  capital
stock of Key-ACA consists of 200 shares of common stock, no par
value,  of  which  200 shares are the only  shares  issued  and
outstanding,  all of which outstanding shares  have  been  duly
authorized  and  are  validly  issued,  fully  paid  and   non-
assessable ("Key-ACA Shares").  None of the Companies  has  any
other capital stock, equity securities or securities containing
any  equity  features  or  any  Rights  authorized,  issued  or
outstanding.  The Share Ownership Schedule attached hereto sets
forth  a  true  and  correct list of the  shareholders  of  the
Companies  and  their  respective holdings  of  each  Company's
capital stock.

          (b)       Ownership of Capital Stock.  Seller is the
record  and beneficial holder of the Daton Shares, the Pay  USA
Shares,  the  NEDS Shares and the Key-ACA Shares.   Seller  has
good  and  valid  title to the Shares, free and  clear  of  any
Security  Interest.  Upon delivery to Buyer at the  Closing  of
certificates representing the Shares, duly endorsed  by  Seller
for transfer to Buyer, and upon payment of the Cash Portion  of
the  Initial  Purchase Price Amount and delivery of  the  Buyer
Note,  good and valid title to the Shares will pass  to  Buyer,
free and clear of any Security Interests.

          (c)     No Encumbrance on Shares.  None of the Shares
have  been  issued in violation of, and none of the Shares  are
subject to, any Contract, including any Contract restricting or
otherwise   relating   to  the  voting,  dividend   rights   or
disposition of the Shares, or any purchase option, call,  right
of  first  refusal, preemptive, subscription or similar  rights
under  any  provision  of applicable law,  the  certificate  of
incorporation or by-laws of any of the Companies or Seller,  or
any  voting  trust agreement or Contract to which  any  of  the
Companies  or Seller is subject, bound or a party or otherwise.
There  are  no outstanding warrants, options, rights, "phantom"
stock   rights,   agreements,   convertible   or   exchangeable
securities or other commitments (other than this Agreement) (i)
pursuant  to  which  any  of the Companies  is  or  may  become
obligated to issue, sell, purchase, return or redeem any  share
of  capital stock or other securities of such Company  or  (ii)
that  give  any  Person the right to receive  any  benefits  or
rights  similar  to any rights enjoyed by or  accruing  to  the
holders  of  shares of capital stock of any of  the  Companies.
There are no equity securities of any of the Companies reserved
for  issuance  for  any  purpose.  The Companies  do  not  have
outstanding  bonds,  debentures, notes  or  other  indebtedness
having  the  right to vote on any matters on which shareholders
of  any  of the Companies may vote.  No dividends on any shares
of  capital stock of the Companies have been declared  but  not
yet  paid.   None  of  the Companies has liability,  under  any
Federal  or  state or foreign securities law or  otherwise,  in
connection with any prior issuance or repurchase of any  shares
of its capital stock.

          4.05.       Financial  Statements;   No   Undisclosed
Material  Liabilities.  (a)  Seller has  furnished  Buyer  with
true and complete copies of the combined balance sheets of  the
Companies as of October 31, 1997 (the "Latest Balance  Sheet"),
October  31, 1996 and October 31, 1995 and the related combined
statements of income and cash flows for the calendar years then
ended.   Such  financial  statements  have  been  prepared   in
accordance  with  GAAP  consistently  applied  throughout   the
periods  indicated, and present fairly the financial  position,
results of operations and cash flows of the Companies as of the
respective  dates  and  for the respective  periods  indicated,
subject  to  the  absence  of  footnotes  and  normal  year-end
adjustments.

          (b)   There are no liabilities or obligations of  the
Companies  of  any kind whatsoever (whether accrued,  absolute,
contingent, unasserted or otherwise), and there is no  existing
condition,  situation  or  set  of  circumstances  which  could
reasonably  be  expected  to result  in  such  a  liability  or
obligation,  except  (i) as disclosed,  reflected  or  reserved
against  on  the Latest Balance Sheet, and (ii) for liabilities
and  obligations  incurred in the ordinary course  of  business
consistent  with  past practice since the date  of  the  Latest
Balance  Sheet  and not in violation of this  Agreement  which,
individually  or  in  the aggregate, could  not  reasonably  be
expected to have a Material Adverse Effect.

          (c)   None of the Companies has any liability of  any
kind  (including contingent liabilities) under the NEDS  Merger
Agreement,  the Key-ACA Asset Purchase Agreement or the  merger
agreement,  dated  May  18,  1994,  among  Seller,  Daton  Data
Processing Services, Inc., a California corporation,  Anton  P.
Donde and Anton P. Donde and Detta L. Donde as Trustees of  the
Anton  & Detta Donde Trust, dated November 21, 1997 (the "Daton
Merger Agreement").

          4.06.     Absence of Certain Developments.  Since the
date  of  the  Latest  Balance Sheet,  the  businesses  of  the
Companies  have been conducted in the ordinary  course  and  in
substantially the same manner as previously conducted  and  the
Companies have made all reasonable efforts consistent with past
practices  to  preserve the relationships of the Companies  and
Seller  with payroll processing customers, suppliers and others
with whom the Companies deal and there has not been:

              (i)      any  material  adverse  change  in   the
       business, assets, operations, properties, financial position,
       results of operations, prospects or contingent liabilities of
       the Companies (other than assets disposed of since the date of
       the Latest Balance Sheet that have not been included on the
       Latest Balance Sheet);
       
          (ii)    any  declaration or payment of any  dividends
       or  any  other  distributions to or at the direction  of
       Seller  whether or not upon or in respect of any  shares
       of capital stock of any of the Companies;
       
          (iii)  any recapitalization, reclassification,  stock
       dividend,  stock split or like change in  capitalization
       with respect to any of the Companies;
       
          (iv)    any  acquisition on  behalf  of  any  of  the
       Companies  by  merger  or  consolidation  with,  or   by
       purchase  of a substantial portion of assets of,  or  by
       any  other  manner,  any business  or  any  corporation,
       partnership,  association or other  Person  or  division
       thereof  or  any acquisition on behalf  of  any  of  the
       Companies    of   any   assets   which   are   material,
       individually  or  in the aggregate,  to  the  Companies,
       taken as a whole;
          
          (v)   sale, lease or other disposition of any of  the
       Companies, or assets of any of the Companies, which  are
       material,  individually  or in  the  aggregate,  to  the
       Companies,  taken  as  a whole (other  than  assets  not
       included on the Latest Balance Sheet);

           (vi)   any redemption or other acquisition of any
       shares of capital stock or other securities of any of the
       Companies;
       
          (vii)  any (A) grant of severance or termination  pay
       to  any  director, officer or employee  of  any  of  the
       Companies,  (B)  execution of any  employment,  deferred
       compensation   or  other  similar  agreement   (or   any
       amendment  to  any  such existing  agreement)  with  any
       director,  officer or employee of any of the  Companies,
       (C)   increase   in  benefits  payable  under   existing
       severance  or  termination pay policies of  any  of  the
       Companies  or under Employment Agreements to  which  any
       of   the   Companies  is  a  party,  (D)   increase   in
       compensation,  bonus  or  other  benefits   payable   to
       employees  of  any of the Companies or (E)  acceleration
       of  the  time  of payment or vesting of compensation  of
       any   director,  officer  or  employee  of  any  of  the
       Companies,  except (I) in the case of clauses  (C),  (D)
       and  (E)  any such increase as may be required under  an
       existing  agreement, or any increases for  which  Seller
       shall  be  solely  obligated and (II)  any  such  grant,
       execution,   increase  or  acceleration   involving   an
       employee (other than an officer or a director)  made  in
       the  ordinary course of business, consistent  with  past
       practice;
       
          (viii)  any incurrence or assumption by or on  behalf
       of  any of the Companies of any liabilities, obligations
       or  indebtedness for borrowed money or for the  deferred
       purchase  price of property or services or guarantee  of
       any   such  liabilities,  obligations  or  indebtedness,
       other   than   in  the  ordinary  course   of   business
       consistent with past practice; provided that  there  has
       been no incurrence, assumption or guarantee of any long-
       term   indebtedness  for  borrowed  money  or  for   the
       deferred purchase price of property or services;
       
          (ix)    any cancellation of any material indebtedness
       (individually  or  in the aggregate) or  waiver  of  any
       material claims or material rights owned by any  of  the
       Companies;
       
          (x)     any  change  in any method of  accounting  or
       accounting  practice, or policy of any of the  Companies
       other than those required by GAAP;
       
          (xi)    any incurrence or commitment by or on  behalf
       of  any  of the Companies of any capital expenditure  or
       expenditures  which,  individually,  is  in  excess   of
       $50,000 or, in the aggregate with all others (since  the
       date  of  the  Latest Balance Sheet), are in  excess  of
       $100,000;
       
          (xii)   any election relating to Taxes on  behalf  of
       any  of  the  Companies or any change in the  method  of
       accounting  for  Tax purposes for any of the  Companies;
       or
       
           (xiii)   any  agreement,  whether  in   writing   or
       otherwise, to do any of the foregoing.
       
          4.07.       Title  to  Properties.   (a)   The   real
property  demised by the leases described on  the  Leased  Real
Property  Schedule attached hereto constitutes all of the  real
property  and  interests  in  real  property  leased   by   the
Companies.

          (b)   The leases described on the Leased Real Property
Schedule are in full force and effect, and one of the Companies
holds good and valid title to the leasehold interest under each
of  such  leases  for  the term set forth on  the  Leased  Real
Property  Schedule, in each case free and clear of all Security
Interests   except  for  Security  Interests  which   do   not,
individually or in the aggregate, materially interfere with the
continued  use  and operation of such leased property.   Seller
has delivered to Buyer complete and accurate copies of each  of
the  leases described on the Leased Real Property Schedule, and
none  of such leases have been modified in any respect,  except
to  the  extent  that such modifications are disclosed  in  the
copies delivered to Buyer.  None of the Companies is in default
in any material respect under any of such leases.

          (c)    None of the Companies owns, or has previously
owned, any real property or interests in real property.

          (d)   To the Knowledge of Seller, the current use by
the  Companies  of  offices  and other  facilities  located  on
property  leased  by the Companies does not violate  any  local
zoning  or  similar  land use or government regulation  in  any
material respect.  None of the Companies or Seller has received
any  written communication during the past three years from any
Person  that  alleges  that any of  the  Companies  is  not  in
compliance  in  any  material respect with the  Americans  with
Disabilities Act.

          (e)   The Companies have good and marketable title to
all  of  the  assets reflected on the Latest Balance  Sheet  or
thereafter  acquired,  in each case,  free  and  clear  of  all
Security Interests, except for (i) Security Interests set forth
on  the  Liens  Schedule  attached  hereto  and  (ii)  Security
Interests  relating to current Taxes not yet due  and  payable.
The  tangible  personal  property  of  the  Companies,  in  the
aggregate,  has  been  maintained in all material  respects  in
accordance  with past practice of the Companies and Seller  and
generally  accepted industry practice, and is in  all  material
respects in good operating condition and repair, ordinary  wear
and  tear  excepted.   All  leased  personal  property  of  the
Companies is in all material respects in the condition required
of  such  property by the terms of the lease applicable thereto
during the term of the lease and upon expiration thereof.

          (f)    There are no developments affecting any of the
assets  or  properties  of the Companies  pending,  or  to  the
Knowledge of Seller, threatened, which might materially detract
from the value of such assets or property, materially interfere
with any present or intended use of any such assets or property
or materially adversely affect the marketability of such assets
or property.

          (g)   None of the Companies or Seller has disposed of
any  of the fixed assets set forth on the Latest Balance  Sheet
other than in the ordinary course of business.

          4.08.      Tax Matters.  All Tax Returns for  periods
ending  on  or  prior to the Closing Date by the  Companies  or
Seller  have been or will be filed on a timely basis  with  the
appropriate Taxing Authority in all jurisdictions in which such
Tax Returns are required to be filed.  All such Tax Returns are
and  will  be  true,  correct  and  complete  in  all  material
respects.   All  Taxes  due from and  payable  by  any  of  the
Companies  or Seller on or prior to the Closing Date have  been
fully  paid on a timely basis.  None of the Companies or Seller
is  currently the beneficiary of any extension of  time  within
which  to file any Tax Return.  No written claim has ever  been
made  by  an  authority  in a jurisdiction  where  any  of  the
Companies or Seller does not file Tax Returns that it is or may
be  subject to taxation by that jurisdiction, and none  of  the
Companies or Seller has received any written notice, or written
request  for  information from any such authority.   No  issues
have been raised in writing with any of the Companies or Seller
by the Internal Revenue Service (the "IRS") or any other Taxing
Authority in connection with any Tax Return filed by any of the
Companies  or  Seller,  and there are no issues  which,  either
individually or in the aggregate, could result in any liability
for  Tax obligations of any of the Companies or Seller relating
to  periods ending on or before Closing Date in excess  of  the
accrued liability for Taxes shown on the Latest Balance  Sheet.
No  waivers  of  statutes of limitations  have  been  given  or
requested  with respect to any of the Companies or Seller.   No
differences exist between the amounts of the book basis and the
tax basis of assets that are not accounted for by an accrual on
the  books of any of the Companies or Seller for Federal income
Tax purposes.  None of the Companies or Seller are required  to
include in income any adjustment pursuant to Section 481(a)  of
the  Code by reason of a voluntary change in accounting  method
initiated  by any of the Companies or Seller, and the  IRS  has
proposed no adjustment or change in accounting method. None  of
the  Companies or Seller is a party to any Contract that  would
result, separately or in the aggregate, in the payment  of  any
"excess parachute payments" within the meaning of Section  280G
of  the Code.  None of the Companies or Seller is a party to  a
tax  sharing  or  tax  agreement or any other  agreement  of  a
similar  nature  that remains in effect.  All  transactions  or
methods of accounting that could give rise to an understatement
of  Federal income Tax (within the meaning of Section  6661  of
the  Code for Tax Returns filed on or before December 31, 1990,
and  within  the meaning of Section 6662 of the  Code  for  Tax
Returns  filed  after December 31, 1990) have  been  adequately
disclosed  on  the  Tax  Returns  in  accordance  with  Section
6661(b)(2)(B) of the Code for Tax Returns filed on or prior  to
December 31, 1990, and in accordance with Section 6662(d)(2)(B)
of  the  Code  for Tax Returns filed after December  31,  1990.
None  of the Companies or Seller are or have they ever  been  a
United States real property holding corporation (as defined  in
Section  897(c)(2)  of the Code) during the  applicable  period
specified  in Section 897(c)(1)(ii) of the Code.  Each  of  the
Companies and Seller have complied (and until the Closing  will
comply)  with all applicable laws relating to the  payment  and
withholding  of  Taxes  (including  withholding  and  reporting
requirements  under  Sections 1441 through 1464,  3401  through
3406,  6041  and 6049 of the Code and similar provisions  under
any  other  laws)  and,  within the  time  and  in  the  manner
prescribed  by  law, have withheld from wages, fees  and  other
payments  and  paid over to the proper Taxing  Authorities  all
amounts required.

          4.09.     Contracts and Commitments.  (a)  Except  as
set  forth on the Contracts Schedule attached hereto,  none  of
the Companies is a party to or bound by any:

          (i)          collective bargaining agreement or other
     Contract with any labor union;
          
          (ii)     bonus, pension, profit sharing, retirement or
     other  form of deferred compensation plan (or any Deferred
     Compensation Obligations whether pursuant to such a plan or
     otherwise) not disclosed pursuant to Section 4.14;
          
          (iii)    stock purchase, stock option or similar plan;
          
          (iv)      Contract for the employment of any officer,
     individual employee or other Person on a full-time, part-time
     or consulting basis;
          
          (v)     agreement, indenture, mortgage, deed of trust or
     other instrument relating to the deferred purchase of property
     or services from, the borrowing of money from, or the issuance
     of any note, bond, debenture or other evidence of indebtedness
     to,  any Person in excess of $50,000 or to the mortgaging,
     pledging or, otherwise placing a Security Interest on any of
     the Companies' properties or assets;
          
          (vi)    Contract under which (A) any Person has directly
     or  indirectly  guaranteed  indebtedness,  liabilities  or
     obligations of the Companies or (B) the Companies have directly
     or  indirectly  guaranteed  indebtedness,  liabilities  or
     obligations of any Person (in each case other than endorsements
     for  the  purpose of collection in the ordinary course  of
     business);
          
          (vii)     lease or agreement under which it is lessee or
     sublessee of, or holds or operates any machinery, equipment,
     vehicle or other personal property owned by any other Person,
     for which the annual rental exceeds $50,000;
          
          (viii)    lease or agreement under which it is lessor or
     sublessor of or permits any other Person to hold or operate any
     property or asset, real or personal, for which the  annual
     rental exceeds $50,000;
          
          (ix)    Contract or group of related Contracts with the
     same Person for the purchase of products or services, under
     which the undelivered balance of such products and services has
     a sales price in excess of $50,000;
          
          (x)      Contract or group of related Contracts with the
     same Person for the sale of products or services, under which
     the undelivered balance of such products or services has a
     sales price in excess of $50,000;
          
          (xi)     noncompete or similar Contract which prohibits
     any of the Companies from freely engaging in business anywhere
     in  the  world  or restricts the development, manufacture,
     marketing or distribution of any product or service by any of
     the Companies;
          
          (xii)      Contract under which it has, directly or
     indirectly,  made or committed to make any advance,  loan,
     extension of credit or capital contribution to,  or  other
     investment in, any Person, except for advances to employees in
     the ordinary course of business and not in excess of $5,000 for
     any employee;
          
          (xiii)      agreement or instrument providing  for
     indemnification of any Person with respect to  liabilities
     relating to any current or former business of any  of  the
     Companies or any predecessor Person of any of the Companies;
          
          (xiv)      license, option or other agreement relating in
     whole or in part to the Intellectual Property of any of the
     Companies (including any license or other agreement under which
     the Company is licensee or licensor of any such Intellectual
     Property) or to trade secrets, confidential information or
     proprietary rights and processes of any of the Companies or any
     other Person;
     
          (xv)       any partnership, joint venture or other similar
     Contract; or
          
          (xvi)      other Contract which (A) has a future aggregate
     liability in excess of $50,000 or (B) is not made  in  the
     ordinary course of business and is material to the Companies,
     taken as a whole.

          All Contracts listed on the Listed Contracts Schedule
(the  "Listed Contracts") are valid, binding and in full  force
and  effect  and are enforceable by the Companies in accordance
with  their  respective terms and the Companies have  performed
all  material obligations to be performed by them to date under
the Listed Contracts.

          (b) Buyer either has been supplied with, or has been
given  access  to,  a  true  and correct  copy  of  all  Listed
Contracts,  together  with  all amendments,  waivers  or  other
changes thereto.
          
          (c) None of the Companies or Seller is in breach or
default  (with  or without the lapse of time or the  giving  of
notice  or  both)  in  any material respect  under  any  Listed
Contract, and, to the Knowledge of Seller, neither is any other
party to any such document.

          4.10.      Intellectual Property.  (a)  Set forth  on
the  Intellectual Property Schedule attached hereto is  a  true
and  complete  list  of  Intellectual Property  that  currently
exists  in written form owned or filed by, licensed to or  used
in  the  conduct of the Companies' businesses as now conducted.
With   respect   to  registered  trademarks,  the  Intellectual
Property  Schedule  sets forth a list of all  jurisdictions  in
which  such  trademarks are registered or applied for  and  all
registration and application numbers.  The Companies  have  all
rights to Intellectual Property as are used or are necessary in
connection  with the businesses of the Companies  as  presently
conducted, and except as set forth on the Intellectual Property
Schedule,  the Companies own, and the Companies have the  right
to  use, execute, reproduce, display, perform, modify, enhance,
distribute, prepare derivative works of and sublicense, without
payment  to  any  other Person, all such Intellectual  Property
free  and  clear  of the claims of others and of  all  Security
Interests.   The consummation of the transactions  contemplated
hereby  will  not conflict with, alter or impair any  right  as
described in the immediately preceding sentence.

          (b)  None of the Companies or Seller have granted any
options,  licenses  or  agreements  of  any  kind  relating  to
Intellectual Property or the marketing or distribution thereof.
None of the Companies or Seller are bound by or a party to  any
options,  licenses or agreements of any kind  relating  to  the
Intellectual Property of any other Person, except as set  forth
on  the  Intellectual Property Schedule.  The  conduct  of  the
businesses of the Companies as presently conducted does not, to
the Knowledge of Seller, violate, conflict with or infringe the
Intellectual Property of any other Person.  Except as set forth
in  the  Intellectual  Property Schedule,  (i)  no  claims  are
pending, or, to the Knowledge of Seller, threatened against any
of  the  Companies or Seller by any Person with respect to  the
ownership, validity, enforceability, effectiveness  or  use  of
any   Intellectual  Property  used  in  connection   with   the
businesses  of  the  Companies and (ii) during  the  past  five
years,  none  of  the  Companies or  Seller  has  received  any
communications alleging that any of the Companies have violated
any rights relating to Intellectual Property of any Person.

          4.11.      Litigation.  Except as set  forth  on  the
Litigation  Schedule  attached hereto, there  are  no  actions,
suits  or  proceedings pending or, to the Knowledge of  Seller,
threatened against or affecting the Companies or any  of  their
respective properties, assets, operations or businesses at  law
or  in  equity, or before or by any court or other Governmental
Entity  or  arbitration tribunal.  Except as set forth  on  the
Litigation Schedule, none of the lawsuits or claims  listed  on
the  Litigation  Schedule  as to which  there  is  at  least  a
reasonable possibility of adverse determination would have,  if
so  determined,  individually or in the aggregate,  a  Material
Adverse Effect.  None of the Companies is a party or subject to
or  in  default under any judgment, order, injunction or decree
of  any  Governmental Entity or arbitration tribunal applicable
to  it  or any of its respective properties, assets, operations
or  business.  Except as set forth in the Litigation  Schedule,
there is no lawsuit or claim by the Companies pending, or which
the  Companies intend or reasonably expect to initiate, against
any  other  Person.  To the Knowledge of Seller,  there  is  no
pending  or  threatened  investigation  of  or  affecting   the
Companies by any Governmental Entity.

          4.12.       Brokerage.   There  are  no  claims   for
brokerage commissions, finders', investment banker or financial
advisor  fees  or similar compensation in connection  with  the
transactions  contemplated  by  this  Agreement  based  on  any
arrangement or agreement made by or on behalf of the  Companies
or  Seller other than a brokerage commission payable by  Seller
to The Updata Group, Inc.

          4.13.     Governmental Consents.  No permit, consent,
approval,  license, order or authorization of, or registration,
declaration  or  filing with, any court or  other  Governmental
Entity  is  required to be obtained or made in connection  with
(a) the execution, delivery or performance of this Agreement by
any  of  the  Companies or Seller or of the Transition  Support
Services Agreement by Seller or the consummation by any of  the
Companies  or  Seller  of any of the transactions  contemplated
hereby or thereby or (b) the conduct by the Companies of  their
respective businesses following the Closing as conducted on the
date hereof.

          4.14.      Employee Benefit Plans.  (a)  The Employee
Benefits  Schedule  contains  a  list  and  a  brief,   general
description  of  each  pension, retirement,  savings,  deferred
compensation,  and profit-sharing plan and each  stock  option,
stock appreciation, stock purchase, performance share, bonus or
other  incentive plan, severance plan, health, group  insurance
or  other welfare plan, or other similar plan and any "employee
benefit  plan"  within the meaning of Section  3(3)  of  ERISA,
under which the Companies have any current or future obligation
or liability or under which any employee or former employee (or
beneficiary  of  any  employee  or  former  employee)  of   the
Companies  have  or  may have any current or  future  right  to
benefits (the term "plan" shall include any Contract or policy,
each such plan being hereinafter referred to individually as  a
"Plan").   Seller  has  delivered to Buyer  true  and  complete
copies of (i) each Plan, (ii) the summary plan description  for
each  Plan for which a summary plan description is required  by
law  to  be furnished to participants, (iii) the latest  annual
report, if any, which has been filed with the IRS for each Plan
and  (iv)  with  respect to any Plan intended  to  comply  with
Section 401(k) of the Code, copies of calculations for the most
recent three Plan years showing such Plan's compliance with the
requirements  under  Section  401(k)(3)  and,  if   applicable,
401(m)(2)  of the Code.  Each Plan that is required to  satisfy
Section  401(a),  401(k), 401(m), 419,  419A,  505,  501(c)(9),
105(h),  125  or  129 of the Code or any other  Code  provision
concerning  discrimination has been tested for compliance  with
and  has  satisfied such applicable requirements for  the  most
recent  six  Plan years ending before the Closing  Date.   Each
Plan  intended  to be tax qualified under Sections  401(a)  and
501(a)  of  the Code has been determined by the IRS to  be  tax
qualified  under Sections 401(a) and 501(a) of  the  Code  and,
since  such determination, no amendment to or failure to  amend
any  such Plan and no other circumstance adversely affects  its
tax qualified status.  There has been no prohibited transaction
within the meaning of Section 4975 of the Code and Section  406
of Title I of ERISA with respect to any Plan.

          (b)   No Plan is subject to the provisions of Section
412  of  the Code or Part 3 of Subtitle B of Title I of  ERISA.
No  Plan is subject to Title IV of ERISA.  During the past five
years,  neither Seller nor any business or entity  controlling,
controlled  by, or under common control with Seller contributed
to  or  was obliged to contribute to a pension plan within  the
meaning of Section 3(2) of ERISA (a "Pension Plan") that was or
is subject to Title IV of ERISA.  None of the Companies has any
potential  or contingent liability with respect to  any  Person
under Title IV of ERISA.

          (c)   There  are  no  actions,  claims,  lawsuits  or
arbitrations (other than routine claims for benefits)  pending,
or, to the Knowledge of Seller, threatened, with respect to any
Plan  or  the  assets  of any Plan, and, to  the  Knowledge  of
Seller,  there are no facts which could give rise to  any  such
actions,  claims, lawsuits or arbitrations (other than  routine
claims  for  benefits).  The Companies and Seller  have  timely
satisfied  all  funding, compliance and reporting  requirements
for  all  Plans and each Plan has been maintained,  funded  and
administered  in compliance with its terms and  all  applicable
Contracts  and  laws  (including, without  limitation,  ERISA).
With  respect to each Plan, the Companies and Seller have  paid
all   contributions   (including  employee   salary   reduction
contributions) and all insurance premiums that have become  due
and  any such expense accrued but not yet due has been properly
reflected in the Latest Balance Sheet.

          (d)   Except  as  described in the Employee  Benefits
Schedule, no Plan provides or is required to provide, now or in
the  future,  health,  medical, dental,  accident,  disability,
death  or  survivor  benefits to or in respect  of  any  Person
beyond termination of employment, except to the extent required
under any state insurance law or under Part 6 of Subtitle B  of
Title  I  of ERISA and under Section 4980(B) of the  Code.   No
Plan covers any individual other than an employee of one of the
Companies, other than spouses or dependents of employees  under
health  and child care policies listed on the Employee  Benefit
Schedule and delivered to Buyer.

          (e)     The    consummation   of   the   transactions
contemplated  by  this  Agreement  will  not  (i)  entitle  any
employee  of  any  of  the  Companies  to  severance   pay   or
termination  benefits for which Buyer or any of its  Affiliates
(including  the  Companies) may become liable, (ii)  accelerate
the  time  of  payment  or vesting or increase  the  amount  of
compensation  due to any such employee or former  employee  for
which  Buyer or any of its Affiliates (including the Companies)
may  become  liable  or (iii) obligate  Buyer  or  any  of  its
Affiliates  (including the Companies) to pay  or  otherwise  be
liable   for   any   compensation,   vacation   days,   pension
contribution  or other benefits to any employee, consultant  or
agent of the Companies or Seller for periods before the Closing
Date   (other   than   any  compensation,   vacation,   pension
contribution  or other similar benefit owed or accrued  by  the
Companies  in the ordinary course of business) or for personnel
whom  Buyer (and its Affiliates, including the Companies)  does
not actually employ.

          (f)   None  of the Companies has made representations
or  warranties  (whether written or oral, express  or  implied)
contractually or otherwise to any client or customer of any  of
the  Companies  that  the employees of  any  of  the  Companies
rendering  services to such client or customer are not  "leased
employees" (within the meaning of Section 414(n) of  the  Code)
or  that  such  employees would not be required to  participate
under any Pension Plan of such client or customer of any of the
Companies   relating  either  to  (i)  providing  benefits   to
employees of any of the Companies under a Pension Plan  of  any
of the Companies or (ii) making contributions to or reimbursing
such client or customer for any contributions made to a Pension
Plan  of such client or customer on behalf of employees of  any
of the Companies.

          4.15.     Insurance.  The Insurance Schedule attached
hereto  lists each insurance policy maintained with respect  to
the Companies or any of their respective assets and properties.
All  such  policies are in full force and effect, all  premiums
due  and  payable  thereon have been paid,  and  no  notice  of
cancellation or termination has been received with  respect  to
any  such  policy which has not been replaced on  substantially
similar terms prior to the date of such cancellation.   To  the
Knowledge  of  Seller,  the activities and  operations  of  the
Companies and Seller have been conducted in a manner so  as  to
conform  in  all material respects to all applicable provisions
of  such insurance policies.  The insurance policies listed  on
the  Insurance  Schedule have been maintained in such  amounts,
with  such  deductibles against such risks and losses,  as  are
reasonable for the business and assets of the Companies.

          4.16.      Compliance with Laws.  The Companies  have
complied  in  all  material respects with all applicable  laws,
statutes,  ordinances,  rules, orders and  regulations  of  any
Governmental  Entity.   None of the  Companies  or  Seller  has
received any written communication during the past three  years
from  any  Governmental Entity that alleges  that  any  of  the
Companies is not in compliance in any material respect with any
applicable  laws,  statutes,  ordinances,  rules,  orders   and
regulations.
          
          4.17.     Environmental Compliance  There has been no
storage,   disposal,   generation,   manufacture,   refinement,
transportation, handling or treatment of toxic wastes,  medical
wastes,  hazardous  wastes  or  hazardous  substances  by   the
Companies  (or,  to  the  Knowledge  of  Seller,  any  of   the
Companies'  predecessors in interest) at, upon or from  any  of
the property now or previously owned or leased by the Companies
in   violation   of   any  applicable  law,  ordinance,   rule,
regulation,  order, judgment, decree or permit or  which  would
require  remedial action under any applicable  law,  ordinance,
rule, regulation, order, judgment, decree or permit, except for
any violation or remedial action which would not have, or could
not  be  reasonably  likely to have,  individually  or  in  the
aggregate  with  all  such violations and remedial  actions,  a
Material  Adverse  Effect; there has been  no  material  spill,
discharge,  leak,  emission,  injection,  escape,  dumping   or
release  of any kind onto such property or into the environment
surrounding such property of any toxic wastes, medical  wastes,
solid  wastes, hazardous wastes or hazardous substances due  to
or   caused  by  the  Companies  or  any  of  their  respective
predecessors,  except  for  any such  spill,  discharge,  leak,
emission, injection, escape, dumping or release which would not
have or would not be reasonably likely to have, individually or
in  the  aggregate  with  all such spills,  discharges,  leaks,
emissions,  injections,  escapes,  dumpings  and  releases,   a
Material  Adverse  Effect;  and the terms  "hazardous  wastes,"
"toxic  wastes,"  "hazardous substances" and  "medical  wastes"
shall  have  the  meanings specified in any  applicable  local,
state, Federal and foreign laws or regulations with respect  to
environmental protection.

          4.18.     Employee and Labor Relations. (i) There  is
no  labor  strike, dispute or work stoppage or lockout actually
pending or, to the Knowledge of Seller, threatened, against  or
affecting any of the Companies, and during the past five  years
there  has not been any such action; (ii) none of the Companies
or   Seller   has  received  written  notice   of   any   union
organizational  campaign  in  progress  with  respect  to   the
employees  of any of the Companies or of any dispute concerning
representation  of such employees; (iii) the Companies  are  in
compliance  in  all material respects with all applicable  laws
respecting  employment  and  employment  practices,  terms  and
conditions  of  employment and wages and  hours,  and  are  not
engaged  in any unfair labor practice; (iv) there is no  unfair
labor  practice  charge  or  complaint  against  the  Companies
pending, or, to the Knowledge of Seller, threatened, before the
National Labor Relations Board; (v) there is no pending, or, to
the  Knowledge  of  Seller,  threatened,  grievance  that,   if
adversely  decided, would have, either individually or  in  the
aggregate,  a  Material Adverse Effect; (vi)  no  charges  with
respect to or relating to the Companies are pending before  the
Equal  Employment  Opportunity Commission or  any  Governmental
Entity  responsible  for the prevention of unlawful  employment
practices;  (vii) none of the Companies or Seller has  received
notice of the intent of any Governmental Entity responsible for
the  enforcement  of  labor or employment laws  to  conduct  an
investigation with respect to or relating to the Companies, and
to  the  Knowledge  of  Seller, no  such  investigation  is  in
progress;   and  (viii)  no  complaints,  lawsuits   or   other
proceedings  are  pending,  or  to  the  Knowledge  of  Seller,
threatened  in  any  forum by or on behalf of  any  present  or
former  employee of the Companies, any applicant for employment
or  classes of the foregoing alleging breach of any express  or
implied  Contract for employment, breach of any  law  governing
employment  or the termination thereof or other discriminatory,
wrongful  or  tortious conduct in connection with any  employee
relationship.

          4.19.      Accounts;  Safe Deposit Boxes;  Powers  of
Attorney;  Officers  and Directors.  The Authorized  Signatures
Schedule attached hereto sets forth (i) a true and correct list
of  all bank and savings accounts, certificates of deposit  and
safe  deposit boxes of each of the Companies and those  persons
authorized to sign thereon, (ii) a true and correct list of all
powers  of attorney granted by each of the Companies and  those
persons  authorized  to act thereunder and  (iii)  a  true  and
correct  list  of all officers and directors  of  each  of  the
Companies.

          4.20.       Effect  of  Transaction.   No   creditor,
employee, client or customer or other Person having a  material
business  relationship with any of the Companies  has  informed
Seller  or  any officer, director or Affiliate of  Seller  that
such  Person intends to change the relationship because of  the
purchase  and  sale  of the Shares or the consummation  of  any
other transaction contemplated hereby.

          4.21.      Transactions with Affiliates.   Except  as
set  forth on the Related Party Transactions Schedule  attached
hereto, to the Knowledge of Seller, none of (i) Seller  or  any
of  its Affiliates (other than the Companies), (ii) any current
or  former  partner, director, officer, employee or shareholder
of  Seller or any of its Affiliates or (iii) any Person with  a
relationship of not more remote than first cousin of any Person
specified  in clauses (i) or (ii), is presently, or during  the
12-month period ending on the date hereof has been, (A) a party
to  any  transactions with any of the Companies (including  any
Contract providing for the furnishing of services by, or rental
of  real  or  personal  property from, or  otherwise  requiring
payments  to, Seller or any such Affiliate, partner,  director,
officer,  employee or shareholder or relative) or  (B)  to  the
Knowledge  of  Seller,  the direct  or  indirect  owner  of  an
interest  in  any  Person  which is a  present  (or  potential)
competitor,  supplier or customer of any of the Companies,  nor
does  any such Person receive income from any source other than
one  of  the Companies which relates to the businesses  of  the
Companies or should properly accrue to one of the Companies.

          4.22.     Customers.  The Customers Schedule attached
hereto  contains a true and complete list of the  customers  of
the Companies who, during the preceding twelve calendar months,
were  billed in excess of $20,000 as a result of the  provision
of  services  by the Companies. Since the date  of  the  Latest
Balance  Sheet,  there  has not been (i) any  material  adverse
change  in  the  business relationship of any of the  Companies
with  any customer named in the Customers Schedule or (ii)  any
change  in  any material term (including credit terms)  of  the
agreements with such customers.  During the past year, none  of
the  Companies  or Seller has received any customer  complaints
concerning  its services other than complaints in the  ordinary
course  of  business  which have not, and  are  not  reasonably
expected  to have, individually or in the aggregate, a Material
Adverse Effect.
          
          4.23. Year 2000.  Seller, after conducting appropriate
inquiries  and analyses, reasonably believes that,  other  than
those  modifications  which are not,  individually  or  in  the
aggregate,  material to the Companies, taken as a whole,  there
are  no  modifications required to be made to the  Intellectual
Property  of  Daton in order for such property  to  contain  no
deficiencies  relating  generally to  formatting  for  entering
dates.

          4.24.      Software.  The Software Schedule  attached
hereto  includes  an  accurate and correct description  of  the
Software.   The  Companies own or have the  right  to  use  the
Software used in their respective businesses and do not rely on
data  processing by any third party.  No proprietary rights  in
any Software have been transferred, whether by sale, assignment
or license, or have been lost.  The rights of  the Companies in
the Software are free and clear of any Security Interests.   No
claims  are pending, or, to the Knowledge of Seller, threatened
against the Companies or Seller relating to violation of  trade
secret  rights,  copyrights or other  proprietary  rights  with
respect to the Software.

          4.25.     Customer Accounts Receivable.  All customer
accounts receivable of the Companies, whether reflected on  the
Latest Balance Sheet or subsequently created, have arisen  from
bona fide transactions in the ordinary course of business.  The
Companies  have  good and marketable title to their  respective
accounts  receivable, free and clear of all Security Interests.
Since the date of the Latest Balance Sheet, there have not been
any  write-offs as uncollectible of any accounts receivable  of
any  of  the  Companies, except for write-offs in the  ordinary
course  of business and consistent with past practice which  do
not exceed in the aggregate $15,000.

          4.26.      Salaries  of Officers and  Directors.  The
Officers'  and  Directors'  Salary  Schedule  attached   hereto
contains a true and complete list of the officers and directors
of  each of Companies and the salary, Deferred Compensation and
Rights  paid or allocated to such Persons, in their  respective
capacities  as officers and directors of any of the  Companies,
during the fiscal year ended October 31, 1997

          4.27.      Daton Tax Penalty. Daton has no  liability
or  obligation  arising out of the dispute  between  Daton  and
Aerojet-General Corporation, on the one hand, and the  IRS,  on
the  other  hand, and there is no existing condition, situation
or  set  of circumstances which could be reasonably be expected
to result in such a liability or obligation.

          4.28.      Disclosure.  No representation or warranty
of  Seller  contained  in  this  Agreement,  and  no  statement
contained in any document, certificate or Schedule furnished or
to be furnished to Buyer or any of its representatives pursuant
to   this  Agreement,  contains  or  will  contain  any  untrue
statement  of a material fact, or omits or will omit  to  state
any  material  fact  necessary in order  to  fully  and  fairly
provide  the  information required to be provided in  any  such
document, certificate or Schedule.

                           Article V

             Buyer Representations and Warranties

          Buyer represents and warrants to Seller that:

          5.01.     Organization and Corporate Power.  Buyer is
a  corporation  duly organized, validly existing  and  in  good
standing  under  the  laws of the State of Delaware,  with  all
requisite  corporate power and authority  to  enter  into  this
Agreement  and  the Transition Support Services  Agreement  and
perform  its  obligations  hereunder  and  thereunder  and   to
consummate the transactions contemplated hereby and thereby.

          5.02.     Authorization.  The execution, delivery and
performance  of  this  Agreement  and  the  Transition  Support
Services  Agreement  by  Buyer  and  the  consummation  of  the
transactions  contemplated hereby have been  duly  and  validly
authorized  by all requisite corporate action on  the  part  of
Buyer,  and  no  other corporate proceedings on  its  part  are
necessary  to authorize the execution, delivery or  performance
by  Buyer  of this Agreement or the Transition Support Services
Agreement.  This Agreement and the Transition Support  Services
Agreement  have been duly executed and delivered by  Buyer  and
constitute  legal,  valid  and binding  obligations  of  Buyer,
enforceable  against Buyer in accordance with their  respective
terms.

          5.03.      No Breach.  The execution and delivery  of
this Agreement and the Transition Support Services Agreement by
Buyer   do  not,  and  the  consummation  of  the  transactions
contemplated hereby and compliance with the terms  hereof  will
not,  conflict with, or result in any violation of  or  default
(with  or  without notice or lapse of time, or both) under,  or
give   rise   to  a  right  of  termination,  cancellation   or
acceleration of any obligation or to loss of a material benefit
under,   or  to  any  increased,  additional,  accelerated   or
guaranteed rights or entitlement of any Person under, or result
in  the creation of any Security Interest on the properties  or
assets of Buyer under, any provision of (i) the certificate  of
incorporation or by-laws of Buyer, (ii) any Contract  to  which
Buyer  is  a party or by which any of its properties or  assets
are  bound or (iii) any judgment, order or decree, or  statute,
law,  ordinance, rule or regulation applicable to Buyer or  its
properties  or assets, other than, in the case of clauses  (ii)
and  (iii), any such conflict, violation, default, termination,
cancellation,   acceleration,  loss,  right,   entitlement   or
Security Interest that does not have a material adverse  effect
upon  the  business, assets, operations, properties,  financial
position,  results of operations, prospects or  liabilities  of
Buyer.

          5.04.      Governmental Consents. No permit, consent,
approval,  license, order or authorization of, or registration,
declaration  or  filing with, any court or  other  Governmental
Entity  is  required to be obtained or made in connection  with
the  execution,  delivery or performance of this  Agreement  by
Buyer  or  the consummation by Buyer of any of the transactions
contemplated hereby.

          5.05.       Brokerage.   There  are  no  claims   for
brokerage commissions, finders', investment banker or financial
advisor  fees  or similar compensation in connection  with  the
transactions  contemplated  by  this  Agreement  based  on  any
arrangement or agreement made by or on behalf of Buyer.
          
          5.06.       Investment  Representation.    Buyer   is
purchasing  the  Shares for its own account  with  the  present
intention  of  holding such securities for investment  purposes
and  not  with  a  view to or for sale in connection  with  any
public  distribution  of such securities in  violation  of  any
applicable Federal or state securities laws.


                          Article VI

             Covenants of the Companies and Seller

          Each of the Companies and Seller covenants and agrees
as follows:


          6.01.     Conduct of the Business.  (a) From the date
hereof until earlier of the Closing Date and the termination of
the  Agreement in accordance with Section 8.01,  the  Companies
shall carry on their respective businesses in the ordinary  and
usual  course of business and substantially in the same  manner
as  presently conducted (including with respect to research and
development  efforts, advertising, promotions, capital,  repair
and  maintenance  expenditures and inventory  levels)  and  the
Companies  shall  make all reasonable efforts  consistent  with
past   practices  to  preserve  relationships  with  customers,
suppliers and others with whom they deal.

          (b)   From  the  date hereof until the Closing  Date,
except  as  otherwise expressly permitted by this Agreement  or
consented  to  in  advance in writing by  Buyer,  each  of  the
Companies and Seller shall not:
          
          (i)   amend the certificate of incorporation, by-laws
     or comparable governing documents of any of the Companies;
          
          (ii)      permit or allow any insurance policy listed
     on  the  Insurance  Policy Schedule  to  terminate  or  be
     cancelled  unless such policy is replaced on substantially
     similar  terms  prior to the date of such  termination  or
     cancellation; or
          
         (iii)      agree, whether in writing or otherwise,  to
     do any of the foregoing.
          
          The  Companies shall not take or agree or  commit  to
take  any  action  that  would, or  that  could  reasonably  be
expected to, result in (or omit or agree or commit to  omit  to
take any action that would prevent, or that could reasonably be
expected  to  prevent)  (i)  any  of  the  representations  and
warranties set forth in this Agreement becoming untrue  at,  or
as  of  any  time  prior to, the Closing or  (ii)  any  of  the
conditions to the purchase and sale of the Shares set forth  in
Section 3.01 not being satisfied.

          6.02.     Access to Books and Records.  From the date
of  this  Agreement until the first to occur of (i) the Closing
Date  and  (ii) the termination of this Agreement in accordance
with   Section  8.01,  Seller  shall  permit  Buyer   and   its
representatives  to make such investigation of the  businesses,
assets,  operations  and properties of the Companies  as  Buyer
deems   necessary   or   desirable  in  connection   with   the
transactions    contemplated   by   this    Agreement.     Such
investigation shall include access to the respective directors,
officers,  employees,  agents  and  representatives  (including
legal counsel and independent accountants) of the Companies and
the   properties,  books,  records  and  commitments   of   the
Companies.   Seller shall furnish Buyer and its representatives
with  such financial, operating and other data and information,
and copies of documents with respect to the Companies or any of
the   transactions  contemplated  by  this  Agreement  or   the
Transition Support Services Agreement, as Buyer shall from time
to  time request.  Such access and investigation shall be  made
upon  reasonable  notice and at reasonable  places  and  times.
Such  access  and information shall not in any  way  affect  or
diminish  any  of the representations or warranties  hereunder.
Without  limiting  the foregoing, during  such  period,  Seller
shall  keep  Buyer informed as to the businesses and operations
of the Companies and shall consult with Buyer as appropriate.

          6.03.     Notification.  (a) The Companies and Seller
shall have the continuing obligation until the Closing promptly
to supplement or amend the Schedules hereto with respect to any
matter  hereafter arising or discovered which, if  existing  or
known  at  the date of this Agreement, would have been required
to  be  set  forth  or  described in such Schedules;  provided,
however,  that  no  supplement or amendment to  such  Schedules
shall  have  any  effect  for the purpose  of  determining  the
satisfaction of the conditions set forth in Section 3.01 or for
the  purpose  of determining whether any Person is entitled  to
indemnification pursuant to Section 9.02.
          
          (b)   The Companies and Seller shall promptly  notify
Buyer of (i) any notice or other communications from any Person
alleging  that the consent of such Person is or may be required
in   connection  with  the  consummation  of  the  transactions
contemplated  hereby and (ii) any notice or other communication
from   any   Governmental  Entity  in   connection   with   the
consummation of the transactions contemplated hereby.

          6.04.      Regulatory Filings.  Each of the Companies
and  Seller  shall  make or cause to be made  all  filings  and
submissions under laws or regulations applicable to any of  the
Companies   or   Seller   required  in  connection   with   the
consummation of the transactions contemplated herein.  Each  of
the  Companies  and Seller shall coordinate and cooperate  with
Buyer  in  exchanging such information and assistance as  Buyer
may  reasonably  request and shall keep Buyer apprised  of  the
status  of any inquiries or requests for additional information
made  by any Governmental Entity in connection with all of  the
foregoing.

          6.05.      Conditions.   Each of  the  Companies  and
Seller shall use reasonable efforts to cause the conditions set
forth  in  Section 3.01 to be satisfied and to  consummate  the
transactions contemplated herein as soon as reasonably possible
after  the satisfaction of the conditions set forth in  Section
3.02.

          6.06.      Resignations.  On the  Closing  Date,  the
Companies and Seller shall cause to be delivered to Buyer  duly
signed  resignations, effective immediately after the  Closing,
of  all directors and officers of the Companies and shall  take
such  other action as is necessary to accomplish the foregoing;
such  resignations  shall  include  releases,  satisfactory  to
Buyer,  releasing  Buyer, the Companies  and  their  respective
Affiliates  from any and all claims, past, present  or  future,
pursuant  to, under or otherwise in connection with  rights  to
indemnification  or  reimbursement under  applicable  law,  the
certificates  of incorporation or by-laws of the  Companies  or
otherwise.

          6.07.      Other Transactions.  Prior to the  Closing
Date, the Companies and Seller agree not to, and to cause their
respective   shareholders,  Affiliates,  directors,   officers,
employees,  agents  and representatives  not  to,  directly  or
indirectly,   contact,  initiate,  solicit  or  encourage   any
inquiries  or  proposals by, participate in any discussions  or
negotiations  or  enter  into any agreement,  whether  oral  or
written,   with,   or   disclose  any  non-public   information
concerning  or  afford  any access to the  properties,  assets,
books and records of the Companies, to any other Person looking
toward  the sale of any capital stock of the Companies  or  any
merger,   consolidation  or  other  business   combination   or
recapitalization  or  any sale of any material  assets  of  the
Companies.  In the event that any of the Companies or Seller or
any of their respective Affiliates receives a proposal relating
to  any such transaction, Seller shall promptly notify Buyer of
such proposal.

          6.08.      Noncompetition  and Confidentiality.   (a)
For  a  period of three years after the Closing, Seller  agrees
not  to,  and to cause its Affiliates (other than the Companies
and their respective officers, directors and employees) not to,
directly or indirectly:

          (i)            participate or engage, within the United States
     of  America,  in payroll processing services,  tax  filing
     services, human resources services or tax trust fund services
     ("Competitive Activities"), including (A) selling goods or
     rendering services of the type (or similar to the type) sold or
     rendered by the Companies; (B) soliciting any, or endeavoring
     to entice away, any Person who is a current customer, who has
     been  a  customer within the past 12 months or  who  is  a
     prospective customer of any of the Companies to purchase any
     goods or services sold by the Companies from anyone other than
     the Companies; and (C) assisting any Person in any way to do,
     or attempt to do, anything prohibited by clauses (A) or (B)
     above; provided, however, that none of (I) the provision of
     services relating to general ledger processing services, (II)
     the provision of payroll processing services to the New Jersey
     school boards, municipalities and commercial banks previously
     serviced by Pay USA and (III) the provision of payroll services
     by the ESM division of Seller to home health care workers as
     part  of  a  comprehensive package of general  outsourcing
     services, shall not be considered a Competitive Activity.
          
          (ii)           perform any action, activity or course of
     conduct which is detrimental in any material respect to the
     Companies' businesses or business reputation, including (A)
     soliciting, recruiting or hiring any employees of the Companies
     or Persons who have worked for the same; and (B) soliciting or
     encouraging  any employee of the Companies  to  leave  the
     employment of the same.

           (b)   Except  as  required by law or  administrative
process  and except for information which becomes public  other
than  as  a result of a breach of this Section 6.08(b),  for  a
period  of  three  years after the Closing,  Seller  shall  not
disclose to any other Person or use any information relating to
or  used  by the Companies, whether in written, oral  or  other
form  including all product and service designs, trade secrets,
manuals,  technical information and plans, Contracts,  systems,
procedures,  database,  disks  and  printouts,  correspondence,
internal   reports,  personnel  files,  sales  and  advertising
material,  business  plans,  marketing  plans,  financial  data
(including the revenues, costs or profits associated  with  any
of  the  Companies'  services), customer  and  industry  lists,
customer  information, customer lists coupled with  product  or
service  pricing, customer contact, supplier contact and  other
contact  information,  pricing policy, supplies,  agents,  risk
analysis,   engineering  information  and   computer   reports,
computer software, computer systems, computer formats, computer
screen  designs  and computer input and output  specifications,
inclusive   of   any   pertinent   documentation,   techniques,
processes, technical information and know-how.

          (c)    Notwithstanding  anything  to   the   contrary
contained  in this Section 6.08, Buyer hereby agrees  that  the
foregoing  covenant  in Section 6.08(a)  shall  not  be  deemed
breached as a result of the ownership by Seller or any  of  its
Affiliates of (i) less than an aggregate of five percent of any
class  of stock of an entity engaged in Competitive Activities,
provided  that  such  stock is listed on a national  securities
exchange  or  is quoted on the National Market  System  of  the
Nasdaq Stock Market, or (ii) less than five percent in value of
any  instrument  of  indebtedness  of  an  entity  engaged   in
Competitive Activities.

          (d)   If  the final judgment of a court of  competent
jurisdiction  declares  that any  term  or  provision  of  this
Section  6.08 is invalid or unenforceable, the parties to  this
Agreement  agree  that  the court making the  determination  of
invalidity or unenforceability shall have the power  to  reduce
the scope, duration or area of the term or provision, to delete
specific  words  or  phrases, or  to  replace  any  invalid  or
unenforceable  term or provision with a term or provision  that
is  valid  and enforceable and that comes closest to expressing
the   intention  of  the  invalid  or  unenforceable  term   or
provision,  and  this  Agreement shall  be  enforceable  as  so
modified.
          
          (e)  In the event of a breach or threatened breach by
any  party  of  the  provisions of this  Section  6.08,  Seller
acknowledges that Buyer may not have an adequate remedy at  law
and  therefore  shall  be entitled to a  temporary  restraining
order or a preliminary or permanent injunction restraining such
party  from such breach without the necessity of Buyer  proving
irreparable  harm  or  injury as a result  of  such  breach  or
threatened breach.  Nothing contained in this Section  6.08  or
elsewhere  in this Agreement shall be construed as  prohibiting
Buyer  from  pursuing any other remedies available  at  law  or
equity for such breach or threatened breach by any party to the
provisions of this Section.  Without limiting the generality of
the  foregoing,  Seller acknowledges that, in the  event  of  a
breach  or threatened breach by Seller of any of the provisions
of  this  Section 6.08, Buyer's damages shall  be  the  profits
earned  by  Seller  or  the  profits  lost  by  the  Companies,
whichever is greater, as liquidated damages in addition to  any
other remedy Buyer or the Companies might have.
          
          6.09.      Releases; Prior Compensation.  (a)  Seller
agrees  and acknowledges that it has been paid in full for  all
services rendered or goods provided to the Companies and has no
outstanding  claims  against the Companies  or  Buyer  for  any
amounts arising because of such services or goods or otherwise.
          
          (b)   Seller hereby releases the Companies  from  all
rights  Seller may have to acquire any securities of  Companies
and  all  actions, suits, debts, promises, agreements, damages,
demands or claims of any kind whatsoever arising from any event
or action prior to the Closing Date that Seller had, has or may
in the future have against any of the Companies, except for any
rights that Seller may have pursuant to this Agreement.
          
          (c)   Seller hereby releases any accounts payable  by
the  Companies  in  favor of Seller or any  of  its  Affiliates
(other than the Companies).
          
          6.10.      Leases.  (a) Seller agrees to continue  as
guarantor and comply in all material respects with each of  (i)
the lease dated as of June 22, 1993, among NEDS, Seller and BMV
Properties Ltd., and (ii) the lease, dated as of May 10,  1995,
among Key-ACA, Seller Roger P. Nordblom, Robert W. Nordblom and
Peter   C.   Nordblom,  as  trustees  of  Nordblom   Properties
(collectively, the "Leases") for the respective terms thereof.
          
          (b)  Seller agrees to use its best efforts  to  cause
Olympus  to  consent  to the assignment  to  Buyer  of  all  of
Seller's right, title and interest in the Daton Lease  as  soon
as  practicable after the Closing Date.  Seller further  agrees
to  execute  and deliver or cause to be executed and  delivered
all  such documents and instruments, and such party shall take,
or cause to be taken, all such further or other actions as such
other  party  may  reasonably deem necessary  or  desirable  to
evidence and effectuate the transactions contemplated  by  this
Section 6.10(b).
          
          6.11.      Transition  Support.   Seller  agrees,  in
addition  to  its covenants in the Transition Support  Services
Agreement,  that, for a period of six months after the  Closing
Date, it shall, and shall cause its officers and employees  to,
use  reasonable  efforts to assist Buyer  in  facilitating  the
transition  of ownership of the Companies contemplated  hereby;
provided  that  such assistance shall not be in excess  of  200
hours  of  employee time in the aggregate nor  shall  any  such
employee be required to devote more than 50% of his time (on  a
weekly basis) to providing such assistance.
          
          6.12.      Employee Bonuses.  Seller agrees  that  it
shall  pay  up to $25,000 in bonuses to such employees  of  the
Companies  and at such times as Seller may mutually agree  with
Buyer.
          
          6.13.       Sublease  of  Jacom  Equipment.    Seller
agrees, for the remainder of the term of the lease, dated  June
23, 1989, between Seller and Jacom Computer Services, Inc.,  to
sublease  to Buyer, on the same terms and conditions  as  those
set forth in the Jacom Lease, the computer equipment previously
leased  by  Seller on behalf of the Companies pursuant  to  the
such lease.
          
          6.14.      Transfer of Tax Trust Accounts  to  Buyer.
Seller  agrees to transfer to Buyer, on the Closing  Date,  all
cash  and  securities in the Tax Trust Accounts, less  interest
accrued to but excluding the Closing Date.
          
          6.15.      Receipt by Seller of Funds Payable to  the
Companies.   Seller  agrees to transfer, within  five  business
days  of  the  receipt thereof, to Buyer all funds received  by
Seller  generated by, or relating to, the provision of services
by, or the sale of products by, any of the Companies.

                          Article VII

                      Covenants of Buyer

          7.01.      Access  to Books and Records  Relating  to
Taxes.   From  and  after the Closing, Buyer  shall  cause  the
Companies  to  provide  Seller and its agents  with  reasonable
access,  during  normal  business  hours  and  upon  reasonable
notice,  to  the  books and records of the Companies  (for  the
purpose  of  examining and copying) with respect to periods  or
occurrences  prior  to  the  Closing  Date  as  is   reasonably
necessary  for  the preparation and filing of any  Tax  Return.
Seller shall reimburse Buyer for reasonable out-of-pocket costs
and  expenses  incurred in assisting Seller  pursuant  to  this
Section 7.01. Buyer shall not be required by this Section  7.01
to  take any action that would unreasonably interfere with  the
conduct  of  the  businesses of the Companies  or  unreasonably
disrupt  the  normal  operations  of  the  Companies.    Unless
otherwise consented to in writing by Seller, none of  Buyer  or
any  of  the  Companies  shall, for a  period  of  seven  years
following the Closing Date, destroy, alter or otherwise dispose
of  any  of the books and records of the Companies relating  to
Taxes  for  the period prior to the Closing Date without  first
offering to surrender to Seller such books and records  or  any
portion  thereof  which Buyer or the Companies  may  intend  to
destroy, alter or dispose of.

          7.02.      Regulatory Filings.  Buyer shall  make  or
cause to be made all filings and submissions under any laws  or
regulations applicable to Buyer required in connection with the
consummation  of the transactions contemplated  herein.   Buyer
shall  coordinate and cooperate with each Seller in  exchanging
such  information  and  assistance  as  Seller  may  reasonably
request  and  shall keep Seller apprised to the status  of  any
inquiries  or requests for additional information made  by  any
Governmental Entity in connection with all of the foregoing.

          7.03.      Conditions.   Buyer shall  use  reasonable
efforts to cause the conditions set forth in Section 3.02 to be
satisfied  and  to  consummate  the  transactions  contemplated
herein as soon as reasonably possible after the satisfaction of
the conditions set forth in Section 3.01.
          
          7.04.      Employee Bonuses.   Buyer agrees  that  it
shall  pay  up to $25,000 in bonuses to such employees  of  the
Companies  and at such times as Buyer may mutually  agree  with
Seller.
          
          7.05.      Leases.   Buyer agrees to comply with  the
terms and conditions of the Leases in all material respects.
          
          
                         Article VIII
                               
                          Termination
                               
          8.01.       Termination.   This  Agreement   may   be
terminated  and the transactions contemplated hereby  abandoned
at any time prior to the Closing:

          (a)       by the mutual written consent of Seller and
Buyer;
          
          (b)      by Buyer, if any of the conditions set forth in
Section 3.01 shall have become incapable of fulfillment;
          
          (c)      by Seller if any of the conditions set forth in
Section 3.02 shall have become incapable of fulfillment; or

          (d)      by either Buyer or Seller if the Closing shall
not  have  occurred by March 31, 1998; provided, however,  that
the  party seeking termination pursuant to clause (b),  (c)  or
(d)  (and  each of Companies, if Seller is seeking termination)
is  not in breach in any respect of any of its representations,
warranties,   covenants  or  agreements   contained   in   this
Agreement.

          8.02.      Effect  of Termination.  In the  event  of
termination  of  this  Agreement  by  either  Buyer  or  Seller
pursuant to Section 8.01, written notice thereof shall be given
to  the  other  and thereupon the provisions of this  Agreement
shall  immediately  become void and of  no  further  force  and
effect (other than this Section 8.02 and Section 10.01, Section
10.02, Section 10.09 and Section 10.13 which shall survive  the
termination of this Agreement), and there shall be no liability
on  the part of either Buyer, on the one hand, or the Companies
or  Seller,  on  the  other hand, to one  another,  except  for
liability for breaches of this Agreement prior to the  time  of
such termination.
                               
                               
                          Article IX
                               
                     Additional Covenants
                               
          9.01.      Survival.  All of the representations  and
warranties  contained in this Agreement and in any  certificate
delivered  pursuant  hereto  shall  survive  the  Closing   for
purposes  of Section 9.02 and shall survive until the close  of
business  on  June 19, 1999; provided, however,  that  (i)  the
representations  and  warranties set  forth  in  Section  4.04,
Section  4.08, Section 4.14, and Section 4.17 and (ii)  in  the
case  of  fraud,  intentional misrepresentation or  intentional
breach, any representation or warranty, shall survive until the
expiration of the relevant statute of limitations (taking  into
account any extensions thereof) or 30 days after the expiration
of the relevant statute of limitations (taking into account any
extensions thereof) for third party claims made within 30  days
prior  to the expiration of the relevant statute of limitations
(taking into account any extensions thereof).

          9.02.     Indemnification.

          (a)    Indemnification  by  Seller.    Seller   shall
indemnify  Buyer  and  its  Affiliates  (including,  after  the
Closing,  the Companies) and each of their respective officers,
directors,  employees,  shareholders, agents,  representatives,
successors and assigns against and hold them harmless from  any
loss, liability, claim, damage or expense (including reasonable
legal  fees  and expenses) ("Losses")  suffered or incurred  by
any  such  indemnified  party  arising  from,  relating  to  or
otherwise in respect of (i) any breach of any representation or
warranty  of  Seller  contained in this  Agreement  or  in  any
certificate delivered pursuant hereto, (ii) any breach  of  any
covenant  of any of the Companies or Seller contained  in  this
Agreement,  (iii) any Tax penalties arising out of  Tax  filing
services  provided  by  any of the Companies  on  or  prior  to
January  31,  1998,  which  penalties  were  primarily  due  to
improper gathering, processing or reporting of information from
customers  or  remittance of Tax payments to  any  Governmental
Entity,  in each case, prior to the Closing; (iv) any  Deferred
Compensation  Obligations,  Employment  Agreements  or   Rights
arising before or on the Closing Date; (v) Section 2.2  of  the
Daton  Merger Agreement; (vi) any claim by Anton Donde relating
to,  or  arising out of, the transactions contemplated  hereby;
and  (vii)  any  and all actions, suits, proceedings,  demands,
judgments, costs and legal and other expenses incident  to  any
of  the matters referred to in clauses (i) through (vi) of this
Section 9.02(a).

          (b)  Indemnification by Buyer.  Buyer shall indemnify
Seller  and  its Affiliates (other than the Companies)  against
and  hold  them harmless from any Loss suffered or incurred  by
any  such  indemnified  party  arising  from,  relating  to  or
otherwise in respect of (i) any breach of any representation or
warranty  of  Buyer  contained in  this  Agreement  or  in  any
certificate delivered pursuant hereto, (ii) any breach  of  any
covenant of Buyer contained in this Agreement or (iii) any  and
all  actions, suits, proceedings, demands, judgments, costs and
legal  and  other  expenses incident  to  any  of  the  matters
referred to in clauses (i) or (ii) of this Section 9.02(b).
          
          (c)  Limitation on Indemnification.  Seller shall not
have  any  liability under Section 9.02(a) unless the aggregate
of  all Losses relating thereto for which Seller would, but for
this  Section 9.02(c), be liable exceeds $50,000, in which case
Buyer  shall  be  entitled to all Losses in excess  of  $25,000
regardless of the limitation set forth in this sentence.  Buyer
shall  not have any liability under Section 9.02(b) unless  the
aggregate of all Losses relating thereto for which Buyer would,
but  for  this Section 9.02(c), be liable exceeds  $50,000,  in
which case Seller shall be entitled to all Losses in excess  of
$25,000  regardless  of  the  limitation  set  forth  in   this
sentence.   The  limitation set forth in this  Section  9.02(c)
shall  not  apply  (i)  in  the  event  of  fraud,  intentional
misrepresentation or intentional breach, (ii) in  the  case  of
any  representation  or warranty set forth  in  Sections  4.04,
4.05(c),  4.08,  4.14  or  4.17,  (iii)  in  the  case  of  any
representation  or  warranty set forth in  Section  4.01  which
relates to the qualification and good standing of Pay USA to do
business  as a foreign corporation in the State of New  Jersey,
(iv)  in  the  case  of  the covenants set  forth  in  Sections
6.09(c), 6.14 and 6.15 or (v) in the case of any of the matters
described  in  Section  9.02(a)(v) or 9.02(a)(vi)  (or  Section
9.02(a)(vii)  insofar as such Section 9.02(a)(vii)  relates  to
Section 9.02(a)(v) or 9.02(a)(vi)).
          
          (d)  Termination of Indemnification.  The obligations
to  indemnify  and  hold harmless any Person  (i)  pursuant  to
Section 9.02(a)(i) and Section 9.02(b)(i), shall terminate when
the  applicable representation or warranty terminates  pursuant
to Section 9.01 and (ii) pursuant to clauses (ii) through (vii)
of  Section  9.02(a),  and clauses (ii) and  (iii)  of  Section
9.02(b) shall not terminate.

          (e)  Procedures Relating to Third Party Claims.

          (i)   A  party  seeking indemnification  pursuant  to
Section  9.02  (a) or 9.02 (b) (an "Indemnified  Party")  shall
give  prompt notice to the party from whom such indemnification
is  sought (the "Indemnifying Party") of the assertion  of  any
claim or assessment, or the commencement of any action, suit or
other  proceeding,  by  a  third  party  in  respect  of  which
indemnity  may be sought hereunder (a "Third Party Claim")  and
will  give the Indemnifying Party such information with respect
thereto  as the Indemnifying Party may reasonably request,  but
no  failure  to give such notice shall relieve the Indemnifying
Party  of  any  liability hereunder (except to the  extent  the
Indemnifying  Party has suffered actual and material  prejudice
thereby).   The  Indemnifying  Party  shall  have  the   right,
exercisable by written notice (the "Notice") to the Indemnified
Party  within 14 days of receipt of notice from the Indemnified
Party of commencement of or assertion of any Third Party Claim,
to  assume the defense of such Third Party Claim, using counsel
selected by the Indemnifying Party and reasonably acceptable to
the  Indemnified  Party; provided, that the  Indemnified  Party
shall  not have the right to assume a Third Party Claim if  the
Indemnified Party shall have been advised by counsel that under
applicable standards of professional responsibility, a conflict
will  arise  in  the event both the Indemnified Party  and  the
Indemnifying  Party are represented by the  same  counsel  with
respect   to  the  Third  Party  Claim,  in  which  case   such
Indemnified  Party shall have the right to control the  defense
of  such  Third  Party  Claim  and  all  Losses  in  connection
therewith  shall be reimbursed by the Indemnifying  Party  from
time  to  time  upon  demand  of  the  Indemnified  Party.   In
addition,  if  the  Indemnifying  Party  fails  to   give   the
Indemnified  Party  the Notice complying  with  the  provisions
stated  above  within the stated time period,  the  Indemnified
Party shall have the right to assume control of the defense  of
the  Third  Party Claim and all Losses in connection  therewith
shall be reimbursed by the Indemnifying Party from time to time
upon the demand of the Indemnified Party.

          (ii) The Indemnifying Party or the Indemnified Party,
as  the  case  may  be, shall in any event have  the  right  to
participate  at its own expense, in the defense  of  any  Third
Party Claim which the other is defending.

          (iii)      The  Indemnifying Party, if it shall  have
assumed the defense of any Third Party Claim in accordance with
the  terms  hereof,  shall have the right, upon  30-days  prior
written  notice  to the Indemnified Party, to  consent  to  the
entry  of  judgment with respect to, or otherwise settle,  such
Third  Party  Claim unless (i) the Third Party  Claim  involves
equitable or other non-monetary damages, (ii) in the reasonable
judgment of the Indemnified Party such settlement would have  a
continuing  material  adverse effect on  the  business  of  the
Indemnified Party (and, if such Indemnified Party is Buyer,  on
the  business  or operations of the Companies)  (including  any
material   impairment  of  relationships  with   customers   or
suppliers) or (iii) the Indemnifying Party is not obligated  to
pay  the  full amount of the liability in connection with  such
Third  Party Claim, in which cases such settlement only may  be
made  with the written consent of the Indemnified Party,  which
consent  shall  not be unreasonably withheld.  The  Indemnified
Party  shall  have the sole and exclusive right to  settle  any
Third  Party  Claim, on such terms and conditions as  it  deems
reasonably appropriate (A) if the Indemnifying Party  fails  to
assume  the defense in accordance with the terms hereof or  (B)
to  the  extent  such Third Party Claim involves  equitable  or
other  non-monetary relief, and shall have the right to  settle
any  Third  Party  Claim involving monetary  damages  with  the
consent of the Indemnifying Party, which consent shall  not  be
unreasonably withheld.

          (f)  Right of Set Off.  Buyer shall have the right to
set  off amounts owing to Buyer from Seller pursuant to Section
9.02(a)(v) and 9.02(a)(vii), to the extent Section 9.02(a)(vii)
relates to Section 9.02(a)(v).

          9.03.        Tax Matters.  (a) (i)  Seller and  Buyer
shall  join  in  making timely and irrevocable elections  under
Section  338(h)(10)  of the Code and, if  permissible,  similar
elections under any applicable state or local income Tax  laws,
with respect to the Companies.  In such event, Seller and Buyer
shall  report  the transaction consistent with  such  elections
under  Section 338(h)(10) of the Code or any similar  state  or
local  Tax  provision  (the  "Elections")  and  shall  take  no
position contrary thereto unless and to the extent required  to
do  so  pursuant  to  a determination (as  defined  in  Section
1313(a)  of  the  Code  or  any  similar  state  or  local  Tax
provision).   Buyer  agrees that it  shall  pay  and  indemnify
Seller  for  any  Federal  income  Taxes  resulting  from   the
Elections, but only to the extent such Taxes exceed the  amount
by  which (A) Federal, state and local Taxes incurred by Seller
with  respect  to the gain allocation to Seller on  the  deemed
asset  sales  by the Companies resulting from the Elections  is
greater  than  (B) Federal, state and local Taxes  which  would
have  been  incurred by Seller if the Elections  had  not  been
made.

           (ii)  Seller and Buyer shall execute at the  Closing
any  and  all  forms  necessary  to  effectuate  the  Elections
(including  IRS Form 8023-A and any similar forms  under  state
and  local  income Tax laws that permit an Election similar  to
that  of  Section  338(h)(10) of the  Code  (the  "Section  338
Forms")).   Seller and Buyer shall cause the Section 338  Forms
to  be duly executed by an authorized person and shall duly and
timely file the Section 338 Forms in accordance with applicable
Tax laws and the terms of this Agreement.

           (iii)      Seller  and Buyer agree to  allocate  the
Aggregate  Deemed  Sale  Price  (as  defined  under  applicable
Treasury  Regulations) of the assets of the  Companies  as  set
forth  in  the  schedule  attached  hereto  as  Exhibit  F   in
accordance with the guidelines of the IRS, which shall  reflect
an  allocation agreed to by the parties.  Seller and Buyer will
reflect such allocation in all applicable Tax Returns filed  by
any  of  them,  including but not limited to  the  Section  338
Forms.   Seller and Buyer will not take a position  before  any
Taxing  Authority or otherwise (including in  any  Tax  Return)
inconsistent  with  such allocation unless and  to  the  extent
required  to do so pursuant to a determination (as  defined  in
Section 1313(a) of the Code or any similar state or local law).

           (b)   Seller shall be responsible for all  transfer,
excise,  stamp, sales, use, recording or similar taxes or  fees
arising out of the sale, transfer, conveyance or assignment  of
the  Shares by Seller and the transactions contemplated hereby.
Seller shall make any filing required under applicable law.

           (c)  (i)    Seller  shall be liable  for  and  shall
indemnify  Buyer and the Companies for Taxes of  the  Companies
for  any  taxable years or periods that end on  or  before  the
Closing  Date and, with respect to any taxable years or periods
beginning before and ending after the Closing Date, the portion
of such taxable years ending on and including the Closing Date.

          (ii)  Buyer and the Companies shall be liable for and
shall  indemnify  Seller for Taxes of  the  Companies  for  any
taxable years or periods that begin after the Closing Date and,
with  respect to any taxable years or periods beginning  before
and  ending after the Closing, the portion of the taxable years
beginning on the day after the Closing Date.

          (iii) Seller shall be liable for and shall indemnify
Buyer  and  the  Companies  for any Taxes  arising  out  of  or
relating  to  the Tax Trust Accounts for any taxable  years  or
periods  that  end  on  or before the Closing  Date  and,  with
respect  to  any taxable years or periods beginning before  and
ending  after  the Closing Date, the portion  of  such  taxable
years ending on and including the Closing Date.

           (iv)  For purposes of subparagraphs (c)(i) and  (ii)
above, whenever it is necessary to determine the liability  for
Taxes  of the Company for a portion of a taxable year or period
that  begins  before  and  ends after  the  Closing  Date,  the
determination  of such Taxes for the portion  of  the  year  or
period  ending  on,  and  the portion of  the  year  or  period
beginning  after,  the  Closing Date, shall  be  determined  by
assuming  that such Company had a taxable year or period  which
ended at the close of business on the Closing Date, except that
exemptions, allowances or deductions that are calculated on  an
annual basis, such as the deduction for depreciation, shall  be
apportioned based on the number of days in the year elapsed  to
and including the Closing Date.

           (d)   Any  payment by Buyer under this Section  9.03
will  be  treated  for  Tax purposes as an  adjustment  to  the
Purchase Price.

           (e)   Seller shall cause the Companies to file  when
due  all  Tax  Returns that are required to  be  filed  by  the
Companies for taxable years or periods ending on or before  the
Closing  Date, and Buyer shall file or cause to be  filed  when
due  all other Tax Returns that are required to be filed by  or
with respect to the Companies.

           (f)  From the date hereof until the Closing, without
the  prior  written consent of Buyer, the Companies  shall  not
make  or  change  any  Tax  election,  change  any  annual  Tax
accounting   period,  adopt  or  change  any  method   of   Tax
accounting, file any amended Tax Return, enter into any closing
agreement,  settle any Tax refund, consent to any extension  or
waiver of the limitations period applicable to any Tax claim or
assessment  or  take or omit to take any other action,  if  any
such action or omission would have the effect of increasing the
Tax liability of any of the Companies.

          (g)  After the Closing Date, Seller and Buyer shall:

           (i)   assist in all reasonable respects  (and  cause
their  respective  Affiliates to assist)  the  other  party  in
preparing any Tax Returns which such other party is responsible
for preparing and filing in accordance with this Section 9.03;

          (ii) cooperate (and cause their respective Affiliates
to  cooperate) in all reasonable respects in preparing for  any
audits  of, or disputes with, Taxing Authorities regarding  Tax
Returns of the Companies;

           (iii)      make  available to the other  (and  cause
their  respective Affiliates to make available)  as  reasonably
requested  all information, records and documents  relating  to
Taxes of the Companies; and

            (iv)   furnish  the  other  with  copies   of   all
correspondence received from any Taxing Authority in connection
with  any Tax audit or information request with respect to  any
such taxable period.

           (h)  (i)   Buyer shall notify Seller in writing upon
receipt  by Buyer or the Companies of notice of any pending  or
threatened  Tax  audits  or assessments  which  may  materially
affect the Tax liabilities of the Companies or Buyer for  which
Seller would be required to indemnify Buyer and the Companies.

           (ii)  Seller  shall  notify Buyer  in  writing  upon
receipt  by  Seller of notice of any pending or threatened  Tax
audits  or  assessments  which may materially  affect  the  Tax
liabilities of the Companies for which Buyer would be  required
to indemnify Seller.

          9.04.     Further Assurances.  From time to time,  as
and  when requested by any party hereto, any other party  shall
execute and deliver or cause to be executed and delivered,  all
such  documents and instruments and such party shall  take,  or
cause  to be taken, all such further or other actions  as  such
other  party  may  reasonably deem necessary  or  desirable  to
evidence and effectuate the transactions contemplated  by  this
Agreement.

          9.05.     Records.  On the Closing Date, Seller shall
cause  to  be  delivered  to Buyer all  agreements,  documents,
books, records and files including records and files stored  on
computer  disks  or tapes or any other storage medium,  in  the
possession  of  Seller  relating to the  business,  properties,
assets and operations of the Companies.

                           Article X
                               
                         Miscellaneous
                               
          10.01.     Press Releases and Communications.   Prior
to the Closing, no press release or public announcement related
to this Agreement or the transactions contemplated hereby shall
be  issued  or  made without the joint approval  of  Buyer  and
Seller,  unless required by applicable law or legal process  in
which case Buyer and Seller shall have the right, to the extent
reasonably  practicable, to review and comment  on  such  press
release  or  announcement for a period of  48  hours  prior  to
publication.

          10.02.     Expenses.   Except as otherwise  expressly
provided  herein,  each of Seller and Buyer shall  pay  all  of
their  own  respective costs and expenses (including attorneys'
and  accountants'  fees and expenses) in  connection  with  the
negotiation  of  this  Agreement,  the  performance  of   their
respective  obligations hereunder and the consummation  of  the
transactions   contemplated   by   this   Agreement    (whether
consummated or not).

          10.03.     Notices.  All notices, demands  and  other
communications to be given or delivered under or by  reason  of
the  provisions of this Agreement shall be in writing and shall
be  delivered  by  hand or sent by telecopy  or  sent,  postage
prepaid,  by registered, certified or express mail or reputable
overnight  courier service and shall be deemed  given  when  so
delivered  by  hand or telecopied or, if mailed,  upon  receipt
(one business day after mailing in the case of express mail  or
overnight courier service), as follows:

      If to Buyer:

      Zurich Payroll Operations Limited
      2 Research Way
      Princeton, New Jersey 08540
      Attention of Anthony J. DePaul
      Facsimile No.:  (609) 452-2676

      with a copy to:

      Howard, Darby & Levin
      1330 Avenue of the Americas
      New York, New York  10019
      Attention of John P. Gourary
      Facsimile No.:  (212) 841-1010


      If to Seller or the Companies:

      Computer Outsourcing Services, Inc.
      360 West 31st Street
      New York, New York 10001
      Attention of Zach Lonstein
      Facsimile:  (212) 947-7458
      
      with a copy to:

      Robinson & Cole LLP
      695 East Main Street
      Stamford, Connecticut 06904-2305
      Attention of Richard A. Krantz
      Facsimile:  (203) 462-7599

or to such other address or facsimile number as the party to
whom notice is to be given may have furnished to the other
parties in writing in accordance herewith.

          10.04.     Assignment.  This Agreement and the rights
and obligations hereunder shall not be assignable by Buyer, the
Companies or Seller without the prior written consent of  Buyer
and  Seller; provided, however, that no assignment shall  limit
or  affect  the assignor's obligations hereunder; and provided,
further, that Buyer may assign this Agreement and any or all of
its  rights  and obligations to an Affiliate of Buyer  provided
that  Buyer guarantees such Affiliate's obligations under  this
Agreement.   Any  attempted assignment  in  violation  of  this
Section 10.04 shall be void.

          10.05.     Severability.   Whenever  possible,   each
provision of this Agreement shall be interpreted in such manner
as  to be effective and valid under applicable law, but if  any
provision  of  this Agreement (or any portion thereof)  or  the
application  of any such provision (or any portion thereof)  to
any  Person  or  circumstance is held by a court  of  competent
jurisdiction  to  be  prohibited  by  or  invalid,  illegal  or
unenforceable  under applicable law, such  provision  shall  be
ineffective   only  to  the  extent  of  such  prohibition   or
invalidity,    illegality    or    unenforceability,    without
invalidating  the remainder of such provision or the  remaining
provisions  of  this  Agreement  or  the  application  of  such
provision to any other Person or circumstance.

          10.06.     Amendment  and Waiver.  Any  provision  of
this  Agreement  or  the Schedules or Exhibits  hereto  may  be
amended or waived only in a writing signed by Seller and Buyer.
No  waiver of any provision hereunder or any breach or  default
thereof  shall  extend  to  or affect  in  any  way  any  other
provision or prior or subsequent breach or default.  No failure
or  delay  by  any  party in exercising  any  right,  power  or
privilege hereunder shall operate as a waiver thereof nor shall
any  single or partial exercise thereof preclude any  other  or
further  exercise thereof or the exercise of any  other  right,
power  or  privilege.  The rights and remedies herein  provided
shall be cumulative and not exclusive of any rights or remedies
provided by law.

          10.07.      Complete   Agreement.    This   Agreement
contains the complete agreement between the parties hereto  and
supersedes    any   prior   understandings,    agreements    or
representations  by or between the parties,  written  or  oral,
which may have related to the subject matter hereof in any  way
(including  the letter, dated October 24, 1997, between  Seller
and   Buyer,   and   the  Non-Disclosure  and   Confidentiality
Agreement, dated September 16, 1997, between Seller and  Buyer,
both  of  which  are hereby terminated).  None of  the  parties
hereto  shall  be  liable or bound to any other  party  in  any
manner by any representations, warranties or covenants relating
to  such  subject  matter,  except as  specifically  set  forth
herein.

          10.08.      Counterparts.   This  Agreement  may   be
executed  in multiple counterparts, any one of which  need  not
contain  the  signatures of more than one party, but  all  such
counterparts taken together shall constitute one and  the  same
instrument,  and shall become effective when one or  more  such
counterparts have been signed by each of the parties hereto and
delivered to Seller and Buyer.

          10.09.    Governing Law.  All matters relating to the
interpretation, construction, validity and enforcement of  this
Agreement shall be governed by and construed in accordance with
the  internal  laws  of  the State of New  York  applicable  to
agreements made and to be performed entirely within such  State
without  giving  effect  to  any  choice  or  conflict  of  law
provision  or  rule (whether of the State of New  York  or  any
other jurisdiction) that would cause the application of laws of
any jurisdiction other than the State of New York.

          10.10.     No  Third-Party Beneficiaries.  Except  as
provided  in  Section  9.02, this Agreement  is  for  the  sole
benefit  of the parties hereto and their permitted assigns  and
nothing  herein expressed or implied shall give or be construed
to  give to any Person, other than the parties hereto and  such
assigns, any legal or equitable rights hereunder.

          10.11.    Interpretation.  The headings contained  in
this Agreement, in any Exhibit or Schedule attached hereto  and
in  the  table of contents to this Agreement are for  reference
purposes  only and shall not affect in any way the  meaning  or
interpretation of this Agreement.

          10.12.     Acknowledgment.  Buyer hereby acknowledges
that  (i)  the  general ledger processing  services  previously
provided by Key-ACA and (ii) payroll processing services to the
New  Jersey school boards, municipalities and commercial  banks
previously serviced by Pay USA shall, in each case, be provided
by Seller after the Closing Date.

          10.13.     Consent  to  Jurisdiction.   Each  of  the
Companies,  Seller  and  Buyer  irrevocably  submits   to   the
exclusive jurisdiction of (i) the Supreme Court of the State of
New  York, New York County and (ii) the United States  District
Court  for the Southern District of New York, for the  purposes
of  any  suit, action or other proceeding arising out  of  this
Agreement or any transaction contemplated hereby.  Each of  the
Companies, Seller and Buyer further agrees that service of  any
process,   summons,  notice  or  documents  by  United   States
registered mail to such party's respective address for  notices
set  forth  in  Section  10.03 shall be  effective  service  of
process  for  any action, suit or proceeding in New  York  with
respect   to   any  matters  to  which  it  has  submitted   to
jurisdiction  in  this Section 10.13. Each  of  the  Companies,
Seller  and  Buyer irrevocably and unconditionally  waives  any
objection  to  the  laying of venue  of  any  action,  suit  or
proceeding  arising out of this Agreement or  the  transactions
contemplated  hereby in (A) the Supreme Court of the  State  of
New  York,  New York County and (B) the United States  District
Court for the Southern District of New York, and hereby further
irrevocably and unconditionally waives and agrees not to  plead
or  claim  in  any  such court that any such  action,  suit  or
proceeding  brought in any such court has been  brought  in  an
inconvenient forum.

          10.14.      WAIVER  OF  JURY  TRIAL.   EACH  OF   THE
COMPANIES, SELLER AND BUYER HEREBY IRREVOCABLY WAIVES  ANY  AND
ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF   OR   RELATING  TO  THIS  AGREEMENT  OR  THE   TRANSACTIONS
CONTEMPLATED HEREBY.

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

                                
                                Computer Outsourcing Services,
                                inc.
                                
                                By:
                                   Zach Lonstein
                                   Chairman of the Board of
                                Directors
                                
                                
                                Daton Pay USA, Inc.
                                
                                By:
                                   Zach Lonstein
                                   President
                                
                                
                                Pay USA of New Jersey, Inc.
                                
                                
                                By:
                                   Zach Lonstein
                                   President
                                
                                
                                NEDS, Inc.
                                
                                By:
                                   Zach Lonstein
                                   President
                                
                                
                                Key-ACA, Inc.
                                
                                By:
                                   Zach Lonstein
                                   President
                                
                                Zurich Payroll Operations Limited
                                
                                
                                By:
                                   Anthony J. DePaul
                                   Chief Executive Officer and
                                President
                                

                           EXHIBITS


Exhibit A          Transition Support Services Agreement

Exhibit B          Seller Note

Exhibit C          Seller Certificate

Exhibit D          Bank Liens

Exhibit E          Opinion of Robinson & Cole LLP

Exhibit F          Buyer Certificate

Exhibit G          Aggregate Deemed Sales Price Allocation

                            SCHEDULES

         Third Party Consents       ( 3.01)
         Foreign Jurisdiction       ( 4.01)
         Share Ownership            ( 4.04)
         Liability                  ( 4.05)
         Leased Real Property       ( 4.07)
         Liens                      ( 4.07)
         Listed Contracts           ( 4.09)
         Intellectual Property      ( 4.10)
         Litigation                 ( 4.11)
         Employee Benefits          ( 4.14)
         Insurance                  ( 4.15, 6.01)
         Authorized Signatures      ( 4.19)
         Related Party Transactions ( 4.21)
         Customers                  ( 4.22)
         Software                   ( 4.24)
         Officers' and Directors' Salaries   ( 4.26)
   

                                                     Exhibit B







                                                     Exhibit C


              Computer Outsourcing Services, Inc.
                               
                               
                     Officer's Certificate
                               
                               
          I,  Zach Lonstein, Chairman of the Board of Directors
of  Computer Outsourcing Services, Inc., a New York corporation
("Seller"),  do  hereby  certify that  the  conditions  to  the
obligations  of Zurich Payroll Operations Limited,  a  Delaware
corporation ("Buyer"), set forth in Section 3.01 of  the  Stock
Purchase  Agreement, dated as of the date hereof,  among  Daton
Pay  USA, Inc., a California corporation, Key-ACA, Inc., a  New
York  corporation, NEDS, Inc., a New York corporation, Pay  USA
of  New Jersey, Inc., a New York corporation, Seller and  Buyer
have been satisfied.

          In Witness Whereof, I have signed this certificate as
of December __, 1997.


                              _________________________
                              Name:
                              Title:
                                                      Exhibit E
                                                               
              [Letterhead of Robinson & Cole LLP]






                                        December 18, 1997


Zurich Payroll Operations Limited
2 Research Way
Princeton, New Jersey 08540

Ladies and Gentlemen:

          We   have   acted  as  special  counsel  to  Computer
Outsourcing  Services Inc., a New York corporation  ("Seller"),
and to Daton Pay USA, Inc., a California corporation ("Daton"),
Key-ACA, Inc., a New York corporation ("Key-ACA"), NEDS,  Inc.,
a  New  York  corporation ("NEDS") and Pay USA of  New  Jersey,
Inc.,  a  New  York corporation ("Pay USA") (collectively,  the
"Companies")  in connection with the Stock Purchase  Agreement,
dated  as  of  the date hereof (the "Agreement"),  between  the
Company  and  Zurich  Payroll Operations  Limited,  a  Delaware
corporation ("Buyer").  Capitalized terms used herein  and  not
otherwise defined shall have the respective meanings set  forth
in the Agreement.  This opinion is delivered to you pursuant to
Section 3.01(j) (xiii) of the Agreement.
          In  connection  with this opinion, we  have  examined
originals or copies, certified or otherwise identified  to  our
satisfaction, of (i) the Certificate of Incorporation  of  each
of  the  Companies and Seller, (ii) the By-Laws of each of  the
Companies and Seller, (iii) a Certificate of Good Standing  for
Seller,  dated  December 11, 1997 issued by the  Department  of
State  of  the  State of New York, (iv) a Certificate  of  Good
Standing for Daton dated December 12, 1997 issued by the Office
of  the  Secretary of State of the State of California,  (v)  a
Certificate  of  Good  Standing  for  Key-ACA  issued  by   the
Department  of  State  of  the  State  of  New  York;  (vi)   a
Certificate of Good Standing for NEDS issued by the  Department
of  State of the State of New York; (vii) a Certificate of Good
Standing for Pay USA issued by the Department of State  of  the
State of New York; (viii) a Certificate of an officer of Seller
with  respect  to certain resolutions adopted by the  Board  of
Directors  of  Seller, (ix) the representations and  warranties
set  forth  in  the  Agreement and (x)  such  other  documents,
corporate  records  and other instruments  as  we  have  deemed
necessary or appropriate for the purposes of this opinion.   In
our  examination we have assumed the genuineness of  signatures
relating  to Buyer, the authenticity of all documents submitted
to  us  as  originals and the conformity to authentic  original
documents of all documents submitted to as certified, conformed
or photostatic copies.
          We  have  assumed that Buyer has the corporate  power
and  authority and has taken the necessary corporate action  to
enter  into and perform all its obligations under the Agreement
and  to consummate the transactions contemplated thereby,  that
the   Agreement  constitutes  the  legal,  valid  and   binding
obligation of Buyer, enforceable against it in accordance  with
its  terms, and that no consent, approval, license or order of,
authorization of, registration, declaration or filing with  any
court   or  governmental  entity  is  required  for  the  valid
execution,  delivery or performance by Buyer of  the  Agreement
and  the  Transition Support Services Agreement dated the  date
hereof  (the "Transition Support Services Agreement"),  between
Seller  and  Buyer.  We have also assumed that  Buyer  is  duly
incorporated, validly existing and in good standing  under  the
laws of Delaware.
          References  in  this opinion to our  "knowledge"  are
intended to mean only the actual knowledge of the attorneys  in
this firm who have devoted substantive attention to the matters
which  are  the subject of this opinion.  The phrases  "to  our
knowledge," "to the best of our knowledge," "known  to  us"  or
the  like, when used to qualify any statement relating  to  the
absence  or lack of certain conditions or circumstances,  shall
be  understood  to  mean that we have no  actual  knowledge  of
anything which would contradict the statement in question,  but
not  to  imply either that we know the statement  is  true  and
complete or that we have made any independent investigation  of
the matter.
          Based   on   the   foregoing  and  subject   to   the
qualifications set forth herein, we are of the opinion that:
          1.     Seller,   Key-ACA,  NEDS  and  Pay   USA   are
corporations  duly  organized, validly  existing  and  in  good
standing under the laws of the State of New York.  Daton  is  a
corporation  duly  organized,  validly  existing  and  in  good
standing under the laws of the State of California.
          2.         Each of the Companies and Seller have all
requisite  corporate  power and authority  to  enter  into  the
Agreement  and  the Transition Support Services  Agreement,  to
perform  its  obligations  thereunder  and  to  consummate  the
transactions contemplated thereby. All corporate acts and other
proceedings  required to be taken by each of the Companies  and
Seller to authorize the execution, delivery and performance  of
this  Agreement  and  by  Seller to  authorize  the  execution,
delivery  and  performance of the Transition  Support  Services
Agreement  and the consummation of the respective  transactions
contemplated thereby have been duly and properly taken  and  no
other  corporate  proceedings on  its  part  are  necessary  to
authorize the execution, delivery or performance by each of the
Companies  and  Seller of this Agreement and by Seller  of  the
Transition Support Services Agreement.
          3.           Each of the Companies and Seller has all
requisite  corporate power and authority and, to our knowledge,
has  all authorizations, licenses and permits necessary to own,
lease  or otherwise hold and operate its properties and  assets
and  to  carry  on its business as now conducted  and  is  duly
qualified  and  in good standing to do business  as  a  foreign
corporation  in  every  jurisdiction in  which  its  ownership,
leasing  or  holding of property or assets or  the  conduct  or
nature of its business requires it to so qualify, except  where
the  failure to hold such authorizations, licenses and  permits
or  to be so qualified, individually or in the aggregate, would
not have a Material Adverse Effect.
          4.           Except as set forth in the Authorization
Schedule, the execution and delivery of the Agreement  by  each
the  Companies and Seller and the execution and delivery of the
Transition Support Services Agreement by Seller do not, and the
consummation   of  the  respective  transactions   contemplated
thereby  and compliance with the respective terms thereof  will
not,  conflict with, or result in any violation of  or  default
(with  or  without notice or lapse of time, or both) under,  or
give   rise   to  a  right  of  termination,  cancellation   or
acceleration of any obligation or to loss of a material benefit
under,   or  to  any  increased,  additional,  accelerated   or
guaranteed rights or entitlement of any Person under, or result
in  the creation of any Security Interest on the properties  or
assets  of  any of the Companies or Seller under, any provision
of  (i)  the certificate of incorporation or by-laws of any  of
the  Companies or Seller, (ii) to our knowledge and  except  as
set  forth in the Agreement, any contract to which any  of  the
Companies  or  Seller  is a party or  by  which  any  of  their
respective  properties  or  assets  are  bound,  (iii)  to  our
knowledge,  any  license, franchise, permit  or  other  similar
authorization  held by any of the Companies or Seller  or  (iv)
any  judgment, order or decree or any statute, law,  ordinance,
rule or regulation applicable to any of the Companies or Seller
or  any of their respective properties or assets, other than in
the  case  of  clauses  (ii)  and  (iii),  any  such  conflict,
violation,  default,  termination, cancellation,  acceleration,
loss,  right,  entitlement or Security Interest that  does  not
have a Material Adverse Effect.
          5.          The Agreement has been duly executed and
delivered  by  each  of  the  Companies  and  Seller,  and  the
Agreement constitutes a legal, valid and binding obligation  of
each  of  the Companies and Seller enforceable against each  of
the  Companies  and Seller in accordance with its  terms.   The
Transition  Support Services Agreement has been  duly  executed
and  delivered  by Seller, and the Transition Support  Services
Agreement constitutes a legal, valid and binding obligation  of
Seller, enforceable against it in accordance with its terms.
        6. The authorized capital stock of Daton consists of 100
shares  of common stock, no par value, all of which 100  shares
are,  to our knowledge, the only shares issued and outstanding,
and  all  of which outstanding shares have been duly authorized
and  are  validly  issued, fully paid and non-assessable.   The
authorized capital stock of Key-ACA consists of 200  shares  of
common stock, no par value, all of which 200 shares are, to our
knowledge, the only shares issued and outstanding, and  all  of
which  outstanding  shares have been duly  authorized  and  are
validly  issued, fully paid and non-assessable.  The authorized
capital  stock of NEDS consists of 200 shares of common  stock,
no  par  value, all of which 200 shares are, to our  knowledge,
the  only  shares  issued and outstanding,  and  all  of  which
outstanding  shares have been duly authorized and  are  validly
issued,  fully paid and non-assessable. The authorized  capital
stock of Pay USA consists of 200 shares of common stock, no par
value, all of which 200 shares are, to our knowledge, the  only
shares  issued  and  outstanding, and all of which  outstanding
shares have been duly authorized and are validly issued,  fully
paid  and  non-assessable.  Except as set forth  on  the  Share
Ownership  Schedule, to our knowledge, none  of  the  Companies
have  any  other capital stock, equity securities or securities
containing any equity features or any Rights authorized, issued
or outstanding.
     7.    To our knowledge, none of the Shares has been issued
in violation of, and none of the Shares is subject to, any
Contract, including any Contract restricting or otherwise
relating to the voting, dividend rights or disposition of the
Shares, or any purchase option, call, right of first refusal,
preemptive, subscription or similar rights under any provision
of applicable law, the certificate of incorporation or by-laws
of any of the Companies or Seller, or any voting trust
agreement or Contract to which any of the Companies or Seller
is subject, bound or a party or otherwise.  To our knowledge,
there are no outstanding warrants, options, rights, "phantom"
stock rights, agreements, convertible or exchangeable
securities or other commitments (other than the Agreement) (i)
pursuant to which any of the Companies is or may become
obligated to issue, sell, purchase, return or redeem any share
of capital stock or other securities of such Company or (ii)
that give any Person the right to receive from the Companies
any benefits or rights similar to any rights enjoyed by or
accruing to the holders of shares of capital stock of any of
the Companies.  There are no equity securities of any of the
Companies reserved for issuance for any purpose.  To our
knowledge, the Companies do not have outstanding bonds,
debentures, notes or other indebtedness having the right to
vote on any matters on which shareholders of any of the
Companies may vote.
          8.    To our knowledge, the Companies do not directly
or  indirectly own, or hold the right or have the obligation to
acquire,  any  capital  stock, partnership  interest  or  joint
venture  interest  or other equity ownership  interest  in  any
other Person.
          9.      Seller is the record and beneficial holder of
the  Daton Shares, the Key-ACA Shares, the NEDS Shares and  the
Pay  USA  Shares.  To our knowledge, Seller has good and  valid
title  to  the Shares, free and clear of any Security Interest.
Upon   delivery  to  Buyer  at  the  Closing  of   certificates
representing  the Shares, duly endorsed by Seller for  transfer
to  Buyer,  and  upon  payment of the  Initial  Purchase  Price
Amount, good and valid title to the Shares will pass to  Buyer,
free and clear of any Security Interests.
          10.   To our knowledge, no permit, consent, approval,
license or order or, authorization of, or registration,
declaration or filing with, any court or other Governmental
Entity is required to be obtained or made in connection with
(a) the execution, delivery or performance of the Agreement by
any of the Companies or Seller (b) the execution, delivery or
performance of the Transition Support Services Agreement by
Seller or (c) the consummation of the transactions contemplated
by the Agreement, or the Transition Support Services Agreement.
          11.    Except as set forth on the Litigation Schedule,
to  our  knowledge, there are no actions, suits or  proceedings
pending or threatened against or affecting the Companies or any
of   their   respective  properties,  assets,   operations   or
businesses  at law or in equity, or before or by any  court  or
other Governmental Entity or arbitration tribunal.
          12.  To our knowledge, the Companies have complied in
all   material   respects   with  applicable   laws,   statues,
ordinances, orders and regulations of any Governmental Entity.
          Each  opinion  set forth in Paragraph  5  as  to  the
enforceability of any agreement is hereby qualified to  provide
that  any enforcement thereof may be limited by (i) bankruptcy,
insolvency,  reorganization, moratorium, fraudulent conveyance,
and   other   similar  federal  or  state   laws   of   general
applicability  relating to or affecting creditors'  rights  and
remedies generally; (ii) general principles of equity,  whether
considered  in  an  action  at law  or  in  equity;  (iii)  the
unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where  such
indemnification or contribution is contrary to  public  policy;
and  (iv) the effect of generally applicable rules of law  that
(A) limit or affect the enforcement of provisions of a contract
that  purport  to  require waiver of the  obligations  of  good
faith,  fair dealing, diligence and reasonableness, (B) provide
that  forum  selection clauses in contracts are not necessarily
binding  on  the courts of the forum selected,  (C)  limit  the
availability  of  a  remedy under certain  circumstances  where
another  remedy  has been elected, (D) limit  the  right  of  a
creditor  to  use  force  or cause a breach  of  the  peace  in
enforcing  rights, (E) limit the enforceability  of  provisions
releasing, exculpating or exempting a party from, or  requiring
indemnification of a party for, liability for its own action or
inaction,  to the extent the action or inaction involves  gross
negligence,   recklessness,  willful  misconduct  or   unlawful
conduct,  (F)  may, where less than all of a  contract  may  be
unenforceable, limit the enforceability of the balance  of  the
contract to circumstances in which the unenforceable portion is
not  an  essential part of the agreed exchange, (G) govern  and
afford  judicial  discretion  regarding  the  determination  of
damages and entitlement to attorneys' fees and other costs,  or
(H)  may  permit  a  party who has failed to  render  or  offer
performance  required  by the contract  to  cure  that  failure
unless  (x)  permitting  a cure would unreasonably  hinder  the
aggrieved   party  from  making  substitute  arrangements   for
performance or (y) it was important in the circumstance to  the
aggrieved  party that performance occur by the date started  in
the contract.
          We   are  admitted  to  practice  in  the  state   of
Connecticut,  and we express no opinion as to matters  governed
by  any laws other than General Corporation Law of the State of
Delaware, Business Corporation Law of the State of New York and
the Federal laws of the United States.
          This opinion is given solely for your benefit and may
not be relied upon by anyone other than you without our written
consent.
                                  Very truly yours,
                                  ROBINSON & COLE L.L.P.
 

                                  By:_____________________  
                                     Richard A. Krantz, a partner
                                             

                                                         Exhibit F


                               
                               
               Zurich Payroll Operations Limited
                               
                               
                    Secretary's Certificate
                               
                               
          I,  Anthony  P.  Bamber, Secretary of Zurich  Payroll
Operations Limited, a Delaware corporation ("Buyer"), do hereby
certify as follows:
          
          1.     No   amendment  to  Buyer's   certificate   of
incorporation  has been approved by the Board of  Directors  or
stockholders  of Buyer or filed with the Delaware Secretary  of
State since December 12, 1997.
          
          2.    No  proceeding  for  the  dissolution,  merger,
consolidation or liquidation of Buyer or for the sale of all or
substantially all of its assets is pending or, to the  best  of
my   knowledge,   threatened,  and  no   such   proceeding   is
contemplated by Buyer.
          
          3.    Attached hereto as Exhibit A is a true, correct
and complete copy of the by-laws of the Company as in effect at
the date hereof and at all times since December 12, 1997.
          
          4.    Attached hereto as Exhibit B are true,  correct
and complete copies of resolutions duly adopted by the Board of
Directors   of  the  Company  on  December  17,   1997.    Such
resolutions  have  not been amended or modified,  are  in  full
force  and  effect  in  the  form  adopted  and  are  the  only
resolutions adopted by the Board of Directors or any  committee
of  the  Board of Directors relating to the purchase of all  of
the outstanding shares (the "Shares") of capital stock of Daton
Pay  USA, Inc., a California corporation, Key-ACA, Inc., a  New
York  corporation, NEDS, Inc., a New York corporation  and  Pay
USA  of New Jersey, Inc., a New York corporation (collectively,
the "Companies"),or any of the transactions contemplated by the
Agreement referred to below.
          
          5.    The Stock Purchase Agreement (the "Agreement"),
dated  as  of  the  date hereof, among the Companies,  Computer
Outsourcing Services, Inc., a New York corporation  and  Buyer,
as  executed  and  delivered by Buyer, is in substantially  the
form  approved  by  the Board of Directors in  the  resolutions
referred to in paragraph 4 above.
          
          6.    Each person who, as an officer of Buyer, signed
the  Agreement  or any other document delivered  in  connection
with  the  purchase  of  the Shares by Buyer  and  the  closing
related  thereto was duly elected or appointed,  qualified  and
acting  as such officer at the respective times of the  signing
and  delivery  thereof  and was duly authorized  to  sign  such
document  on behalf of the Company, and the signature  of  each
such  person  appearing on each such document  is  the  genuine
signature of such officer.
          In Witness Whereof, I have signed this certificate.

Dated:  December 19, 1997


____________________________________






          I,  Anthony  J. DePaul, Chief Executive  Officer  and
President, do hereby certify that Anthony P. Bamber is  on  the
date  hereof and has been at all times since December 17,  1997
the  duly  elected or appointed, qualified and acting Secretary
of  Buyer,  and  the signature set forth above is  the  genuine
signature of such officer.


____________________________________




                                                      Exhibit G


                    Allocation of Aggregate
                      Deemed Sales Price
                               

                Purchase  price  allocation in accordance  with
generally  accepted accounting principles requires  assets  and
liabilities to be recorded at their fair market value with  any
excess  recorded as goodwill.  The allocation for tax  purposes
will  be  made so that cash, accounts receivable, fixed assets,
accounts payable, and accrued expenses will be recorded at  the
same  value  as  listed on the balance sheet submitted  at  the
closing pursuant to the Latest Balance Sheet as defined in  the
Stock  Purchase  Agreement  (the  "Agreement"),  dated  as   of
December  19,  1997,  among Zurich Payroll Operations  Limited,
Computer  Outsourcing Services, Inc., Daton Pay USA, Inc.,  Pay
USA  of  New Jersey, Inc., NEDS, Inc. and Key-ACA, Inc.   Given
the  nature of the acquired assets and liabilities, it will  be
assumed that the general ledger balances are equal to the  fair
market  value which is the basis for recording purchase  price.
For  purposes of allocating the intangible assets, the  parties
agree that 10% of the Estimated Purchase Price Amount (as  such
term  is  defined  in  the Agreement)  or  $1,440,000  will  be
allocated to the covenant not to compete referenced in  section
2.01(d)  of the Agreement, 50% of the Estimated Purchase  Price
Amount  or $7,200,000 will be allocated to the customer  lists,
and  the  difference between (i) the Estimated  Purchase  Price
Amount  and  (ii)  the  sum  of the amounts  allocated  to  the
covenant not to compete, the customer lists and tangible assets
shall be allocated to goodwill.