Asset Purchase Agreement

Asset Purchase Agreement


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                                                                    EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

       THIS AGREEMENT ("Agreement") is made and entered into  as of the  18th
day of November, 1997, by and among American Information Systems, Inc., a
Delaware corporation ("Purchaser"), Business Records Corporation, a Delaware
corporation ("Seller") and BRC Holdings, Inc., a Delaware corporation and
parent corporation of Seller ("Seller's Shareholder").

                             W I T N E S S E T H :

       WHEREAS, among other businesses, Seller is engaged in the business (the
"Election Business") of selling products and services to governmental election
jurisdictions for use in conducting elections for public office;

       WHEREAS, Purchaser desires to purchase certain assets of the Election
Business, subject only to certain Liabilities of Seller to be assumed by
Purchaser, and Seller desires to transfer such assets to Purchaser in return
for the consideration specified and on the terms and subject to the conditions
set forth in this Agreement; and

       WHEREAS, as a condition to purchasing assets of the Election Business,
Purchaser shall require that it be able to acquire or license certain other
assets of the Election Business to be sold by Seller to a third party purchaser
concurrently with the closing of the sale under this Agreement.

       NOW, THEREFORE, in consideration of the premises and mutual promises
herein made and the representations, warranties and covenants herein contained,
and intending to be legally bound, the parties hereto agree as follows.

                                   ARTICLE 1.
                                  DEFINITIONS

       1.1    CERTAIN DEFINITIONS.   As used in this Agreement, the following
terms shall have the respective meanings ascribed to them in this Section:

              (a)    "Accounts Receivable" means all account receivables of the
       Election Business other than those constituting Excluded Assets.

              (b)    "Adverse Consequences" means all actions, suits,
       proceedings, hearings, investigations, charges, claims, injunctions,
       judgments, orders, decrees, damages, penalties, costs, amounts paid in
       settlement and fees, including court costs and reasonable attorneys'
       fees and expenses.

              (c)    "Affiliate" of any Person means any Person, directly or
       indirectly controlling, controlled by or under common control with such
       Person.

              (d)    "AISI" has the meaning specified in Section 6.6.


              (e)    "Assigned Contracts" has the meaning specified in Section
       2.3.

              (f)    "Assumed Liabilities" has the meaning specified in Section
       2.5.
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              (g)    "Auditor" means Price Waterhouse, LLP, (Dallas, Texas
       office) or any firm of independent public accountants hereinafter
       designated by Seller for purposes of this Agreement.

              (h)    "Authority" means any U.S. federal, state, local or
       foreign court or governmental or regulatory agency or authority.

              (i)    "Berkeley Facility" shall mean the premises leased by
       Seller located at 1001 East Shore Highway, Berkeley, California 94704.

              (j)    "Berkeley Leases" has the meaning specified in Schedule
       2.2(o).

              (k)    "Book Value of Election Business" has the meaning
       specified in Section 2.9(a).

              (l)    "BRC License Agreement" has the meaning specified in
       Section 6.7.

              (m)    "Cash" has the meaning specified in Section 2.7(a).

              (n)    "Closing" has the meaning specified in Section 2.8(a).

              (o)    "Closing Date" has the meaning specified in Section
       2.8(a).

              (p)    "COBRA" means the Consolidated Omnibus Budget
       Reconciliation Act of 1985, as amended.

              (q)    "Code" means the Internal Revenue Code of 1986, as
       amended.

              (r)    "Collateral Agreements" has the meaning specified in
       Section 2.7(b).

              (s)    "Confidential Information" has the meaning specified in
       Section 10.1.

              (t)    "Contracts" has the meaning specified in Section 2.1(h).


              (u)    "Draft Effective Date Balance Sheet" has the meaning
       specified in Section 2.9(b).

              (v)    "Effective Date" has the meaning specified in Section
       2.8(a).

              (w)    "Effective Date Balance Sheet" has the meaning specified
       in Section 2.9(c).

              (x)    "Election Business" has the meaning specified in the first
       recital of this Agreement.

              (y)    "Election Business Contracts" means all Purchased
       Contracts and Op-Scan Contracts.

              (z)    "Election Business Equity Amount" has the meaning
       specified in Section 2.9(a).





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              (aa)   "Election Business Financial Statements" has the meaning
       specified in Section 3.6.

              (bb)   "Employee" means any employee of Seller or any Affiliate
       of Seller as of the date hereof that performs services primarily for the
       Election Business other than the employees stationed at the Berkeley
       Facility that perform services primarily in connection with the Op-Scan
       Business and continues to be so employed on the Closing Date.

              (cc)   "Employee Benefit Plan" means any (i) nonqualified
       pension, profit sharing,  deferred compensation, stock purchase, stock
       option, incentive, bonus, severance, retirement or any other type of
       employee benefit plan, program or arrangement which is an Employee
       Pension Benefit Plan; (ii) qualified defined contribution retirement
       plan or arrangement which is an Employee Pension Benefit Plan; (iii)
       qualified defined benefit retirement plan or arrangement which is an
       Employee Pension Benefit Plan (including any Multiemployer Plan); or
       (iv) Employee Welfare Benefit Plan or material fringe benefit plan or
       program.

              (dd)   "Employee Pension Benefit Plan" has the meaning set forth
       in Section 3(2) of ERISA.

              (ee)   "Employee Welfare Benefit Plan" has the meaning set forth
       in Section 3(1) of ERISA.

              (ff)   "Environmental Laws" means all of the following as in
       effect on the Closing Date:  the Comprehensive Environmental Response
       Compensation and Liability Act of 1980 and the Resource Conservation
       Recovery Act of 1976, each as amended, together with all other laws
       (including rules, regulations, codes, plans, injunctions, judgments,
       orders, decrees, rulings and charges of any Authority thereunder)
       concerning pollution or protection of the environment, including, but
       not limited to, laws relating to emissions, discharges, releases, or
       threatened releases of pollutants, contaminants or chemical, industrial,
       hazardous or toxic materials or wastes into ambient air, surface water,
       ground water or lands or otherwise relating to the manufacture,
       processing, distribution, use, treatment, storage, disposal, transport
       or handling of pollutants, contaminants or chemical, industrial,
       hazardous or toxic materials or wastes.

              (gg)   "Equipment" has the meaning specified in Section 2.1(a).

              (hh)   "Equipment Leases" has the meaning specified in Section
       2.1(e).

              (ii)   "Excluded Assets" has the meaning specified in Section
       2.2.

              (jj)   "ERISA" means the Employee Retirement Income Security Act
       of 1974, as amended.

              (kk)   "GAAP" means United States generally accepted accounting
       principles as in effect from time to time.

              (ll)   "Hardware Payment Component" has the meaning specified in
       Section 2.1(h).





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              (mm)   "HSR Act" means the Hart-Scott-Rodino Antitrust
       Improvements Act of 1976, as amended.

              (nn)   "Indemnified Party" has the meaning specified in Section
       8.3(a).

              (oo)   "Indemnifying Party" has the meaning specified in section
       8.3(a).

              (pp)   "Intellectual Property" means with regard to a Person all
       intellectual property of that Person including, without limitation,  (i)
       all U.S. and foreign patents, patent applications, copyrights and
       copyright applications, (ii) all U.S. and foreign registered and
       unregistered trademarks and service marks, trademark and service mark
       registrations, and trademark and service mark applications for
       registration, (iii) all patent, trademark, service mark, trade name,
       computer software and know how rights granted to Seller or Purchaser, as
       the case may be, under licensing or other agreements (the "Intellectual
       Property Agreements"); and (iv) all know how, proprietary information,
       production methods, trade and business secrets and computer software
       including rights to source code and election day programming services.

              (qq)   "Intellectual Property Agreements" has the meaning
       specified in Section 1.1(pp).

              (rr)   "Inventory" means all inventory of the Election Business,
       wherever located, including, without limitation, finished goods, work-
       in-process, supplies, raw materials, manufactured and purchased  parts,
       scrap, containers, packaging materials and spares but excluding any
       items constituting Excluded Assets.

              (ss)   "Knowledge of Purchaser" means within the actual knowledge
       of any one or more of William Welsh, Michael McCarthy, Mark Hasebroock,
       Richard Jablonski, William Conley, John Groh and Robert Hostetler.

              (tt)   "Knowledge of Seller" means within the actual knowledge of
       any one or more of P. E. Esping, Thomas Kiraly, Jerrold Morrison,
       Geoffrey Ryan, Dan McGinnis, Jeanine Wright, Harvey Braswell and William
       Finley.

              (uu)   "Leased Real Property" has the meaning specified in
       Section 2.1(g).

              (vv)   "Liability" means any liability (whether known or unknown,
       whether asserted or unasserted, whether absolute or contingent, whether
       accrued or unaccrued, whether liquidated or unliquidated and/or whether
       due or to become due), including any liability for Taxes.

              (ww)   "Lien" means any lien, charge, claim, security interest,
       conditional sale agreement, mortgage, deed of trust, security agreement,
       pledge, hypothecation, option or other encumbrance of any kind or
       nature.

              (xx)   "Majority Stockholders" means McCarthy Group, Inc. and
       World Investments, Inc., collectively.

              (yy)   "Material Adverse Effect" means a material adverse effect
       upon the business, financial condition or results of operations.

              (zz)   "Material Contract Consents" has the meaning specified in
       Section 2.4(c).





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              (aaa) "Material Contracts of Election Business" has the meaning
       specified in Section 3.20.

              (bbb) "Mediator" means either a party agreed upon by the parties
       or the Managing Partner, or his designee, of the Kansas City Office of
       Arthur Andersen & Co.

              (ccc) "[                  ] Agreements" means that certain Asset
       Purchase Agreement dated [                              ] between
       Seller, [                     ], [                      ] and [ ] and
       the [                             ] Agreements dated [ ] between Seller
       and [                      ] and [
       ].

              (ddd) "Most Recent Balance Sheet" means the balance sheet of the
       Election Business or Purchaser, as the case may be, as of September 30,
       1997.

              (eee) "Most Recent Balance Sheet Date" means September 30, 1997.

              (fff) "Multiemployer Plan" has the meaning set forth in Section
       3(37) of ERISA.

              (ggg) "Noncompetition, Noninterference and Confidentiality
       Agreement" has the meaning set forth in Section 6.6.

              (hhh) "Note" has the meaning specified in Section 2.7(a).

              (iii) "Operating Agreement" has the meaning specified in Section
       6.15.

              (jjj) "Op-Scan Assets" has the meaning specified in Section
       2.2(o).

              (kkk) "Op-Scan Contracts" means all Op-Scan Manufacturing
       Equipment Leases, the Berkeley Lease, Op-Scan Customer Contracts and
       Intellectual Property Agreements relating to Op-Scan Intellectual
       Property.

              (lll) "Op-Scan Customer Contracts" has the meaning specified in
       Schedule 2.2(o).

              (mmm) "Op-Scan Election Business" shall mean the optical scan vote
       tabulation business of Seller.

              (nnn)  "Op-Scan Equipment" means the Optech optical scan election
       product line of Seller including, without limitation, the Optech IIC and
       Optech IVC Central Counters and the Optech IIIP Eagle, Optech IIIP and
       Optech IIP Precinct Counters.

              (ooo)  "Op-Scan Intellectual Property" has the meaning specified
       in Schedule 2.2(o).

              (ppp)  "Op-Scan Manufacturing Equipment" has the meaning
       specified in Schedule 2.2(o).

              (qqq)  "Op-Scan Manufacturing Equipment Leases" has the meaning
       specified in Schedule 2.2(o).





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              (rrr)  "Op-Scan Software" has the meaning specified in Schedule
       2.2(o).

              (sss)  "Owned Real Property" has the meaning specified in Section
       2.1(f).

              (ttt)  "Person" means an individual, a corporation, a
       partnership, a limited liability company or partnership, an association,
       an Authority, a trust or other entity or organization.

              (uuu)  "Products" means the products and services of the Election
       Business substantially all of which are as listed on Schedule 1.1(uuu).

              (vvv)  "Purchase Price" has the meaning specified in Section
       2.7(a).

              (www)  "Purchased Assets" has the meaning specified in Section
       2.1.

              (xxx)  "Purchased Contracts" means the leases and subleases for
       the Leased Real Property, the Equipment Leases, the Intellectual
       Property Agreements relating to the Intellectual Property included as
       part of the Purchased Assets, and the Contracts.

              (yyy)  "Purchaser" has the meaning specified in the initial
       paragraph of this Agreement.

              (zzz)  "Purchaser Financial Statements" has the meaning specified
       in Section 4.6.

              (aaaa) "Restricted Interests" has the meaning specified in
       Section 2.4(a).

              (bbbb) "Retained Liabilities" has the meaning specified in
       Section 2.6.

              (cccc) "Rockford Transition Period" has the meaning ascribed to
       it in the Operating Agreement.

              (dddd) "Sales Representative Agreement" has the meaning specified
       in Section 6.16.

              (eeee) "Seller" has the meaning specified in the initial
       paragraph of this Agreement.

              (ffff) "Seller's Shareholder" has the meaning specified in the
       initial paragraph of this Agreement.

              (gggg) "Sequoia" means Sequoia Pacific Systems Division of
       Smurfit Packaging Corporation.

              (hhhh) "Sequoia Agreement" means the Asset Purchase Agreement
       dated November 18,1997 by and among Seller, Seller's Shareholder and
       Sequoia, a copy of which is attached hereto as Exhibit 1.1(hhhh).

              (iiii) "Sequoia License Agreement" means the agreement in the
       form of Exhibit 1.1(iiii) hereto.

              (jjjj) "Taxes" means all U.S. federal, state, and local and all
       foreign income, payroll, withholding, excise, sales, use, personal
       property, use and occupancy, business and





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       occupation, mercantile, real estate, capital stock and franchise and
       other tax, including interest and penalties thereon and estimated taxes.

              (kkkk) "Trade Names" has the meaning specified in Section 2.1(c).

              (llll) "WARN Act" means the Workers Adjustment and Retraining
       Notification Act of 1988, as amended.

       1.2    RULES OF CONSTRUCTION.  The use in this Agreement of the term
"including" means "including, without limitation." The words "herein,"
"hereof," "hereunder" and other words of similar import refer to this Agreement
as a whole, including the schedules and exhibits, as the same may from time to
time be amended, modified, supplemented or restated, and not to any particular
section, subsection, paragraph, subparagraph or clause contained in this
Agreement.  All references to sections, schedules and exhibits mean the
sections of this Agreement and the schedules and exhibits attached to this
Agreement, except where otherwise stated.  The title of and the section and
paragraph headings in this Agreement are for convenience of reference only and
shall not govern or affect the interpretation of any of the terms or provisions
of this Agreement.  The use herein of the masculine, feminine or neuter forms
shall also denote the other forms, as in each case the context may require
where specific language is used to clarify by example a general statement
contained herein, such specific language shall not be deemed to modify, limit
or restrict in any manner the construction of the general statement to which it
relates.  The language used in this Agreement has been chosen by the parties to
express their mutual intent, and no rule of strict construction shall be
applied against any party.

                                   ARTICLE 2.
                                THE TRANSACTIONS

       2.1    SALE AND PURCHASE OF ASSETS.  At the Closing, Seller shall sell,
assign, transfer and convey to Purchaser, free and clear of all Liens,
restrictions and conditions and Purchaser shall purchase from Seller all of the
assets, properties and rights of Seller then utilized in connection with the
conduct of the Election Business (except for the Excluded Assets specified in
Section 2.2) (the "Purchased Assets") upon the terms, conditions and provisions
set forth herein and, in the case of Purchaser, in reliance upon the covenants,
agreements, representations, warranties and indemnities of Seller and Seller's
Shareholder set forth in this Agreement and, in the case of Seller and Seller's
Shareholder, in reliance upon the covenants, agreements, representations,
warranties and indemnities of Purchaser set forth in this Agreement.  The
Purchased Assets shall include, but are not limited to, all items specifically
listed on the schedules described in this Section 2.1 (except for the Hardware
Payment Component as described in Schedule 2.1(h)) and all other items more
generally described in this Section 2.1 to the extent utilized exclusively in
connection with the conduct of the Election Business (and not constituting Op-
Scan Assets), and to the extent such more generally described items are not
utilized exclusively in the conduct of the Election Business, such items are
included to the extent required under Section 6.2(c):

              (a)    All  machinery, equipment, fixtures, furniture, supplies,
       tools, dies, jigs, molds,  vehicles, patterns, drawings and other
       tangible personal property wherever located, including, without
       limitation, any such property more particularly described in Schedule
       2.1(a) (collectively, the "Equipment");

              (b)    The Inventory;





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              (c)    All rights to the name(s) and marks set forth on Schedule
       2.1(c) and any combinations, abbreviations or derivations thereof
       (collectively, the "Trade Names", whether one or more);

              (d)    All Intellectual Property including, without limitation,
       the items more particularly described on Schedule 3.13, but specifically
       excluding the Op-Scan Intellectual Property as defined and described on
       Exhibit 2.2(o) hereto;

              (e)    Subject to Sections 2.2, 2.3 and 2.4, all leases,
       subleases and assignments (whether Seller is lessee, sublessee or
       assignee) relating to the Equipment, including, without limitation, all
       such leases, subleases or assignments and related agreements disclosed
       on Schedule 2.1(e) (collectively, the "Equipment Leases");

              (f)    All owned real property, leaseholds and subleaseholds
       therein,  improvements, fixtures and fittings thereon, and easements,
       rights-of-way and appurtenants thereto (such as appurtenant rights in
       and to public streets) disclosed on Schedule 2.1(f) hereto
       (collectively, the "Owned Real Property");

              (g)    Subject to Sections 2.3 and 2.4, all rights under leases
       and subleases of  the real property disclosed on Schedule 2.1(g)
       (collectively, the "Leased Real Property");

              (h)    Subject to the provisions of Sections 2.2, 2.3 and 2.4,
       (i) all contracts and agreements of Seller relating to the sale of any
       Products by the Election Business, including, without limitation, the
       agreements listed on Schedule 2.1(h) except the Hardware Payment
       Component under such agreements as shown on such schedule (the "Hardware
       Payment Component"), (ii) all orders, contracts and agreements of Seller
       relating to the purchase of Products, materials or services used in
       connection with the Election Business, (iii) all outstanding bids and
       proposals to election jurisdictions for the sale of Products and (iv)
       all other contracts and agreements entered into by Seller in the conduct
       of the Election Business including, without limitation, in each case (A)
       all contracts and agreements evidenced solely by purchase orders or
       order acknowledgments and (B) all such contracts, agreements and orders
       listed in Schedule 3.20 hereto (collectively, the "Contracts");

              (i)    The customer lists and other customer-based data relating
       to the Election Business;

              (j)    Cash to the extent necessary for the Book Value of the
       Election Business to satisfy the requirements of Section 2.9;

              (k)    All the assets of Seller relating to the Election Business
       representing prepaid items or expenses of the Election Business;

              (l)    The Accounts Receivable;

              (m)    All claims, deposits, prepayments, refunds, causes of
       action, choses in action, rights of recovery, rights of set-off, rights
       of recoupment and assignable third party  warranties and guarantees with
       respect to any of the Purchased Assets including, without limitation,
       any contract claims against [          ], [           ] and [          ];





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              (n)    To the extent same are transferable, all franchises,
       approvals, permits, licenses, orders, registrations, certificates,
       variances and similar rights obtained from Authorities by Seller and
       necessary to the conduct of the Election Business;

              (o)    All books and other documents pertaining to Election
       Business, including, without limitation, fixed asset records, sales and
       advertising materials (including price lists), sales and purchase
       correspondence, technical and research data, books of account and
       records, ledgers, files, correspondence, plats, architectural plans,
       drawings and specifications, creative materials, studies, reports and
       all other printed or written materials relating to the Election
       Business, but specifically excluding books and documents included as
       part of the Op-Scan Assets;

              (p)    To the extent not otherwise specifically included or
       excluded by this Section 2.1 or Section 2.2 below, as applicable, all
       assets, rights, claims, contracts, agreements, causes of action and
       properties of Seller used in connection with the Election Business, as
       of the Effective Date, of every kind, character and description, whether
       tangible or intangible, choate or inchoate, corporeal or incorporeal,
       matured or unmatured, known or unknown, contingent or fixed, and
       wherever located; and

              (q)    All loan receivables to Employees set forth on Schedule
       2.1(q).

       2.2    EXCLUDED ASSETS.  Notwithstanding anything herein to the
contrary, the parties recognize and agree that Seller is engaged in a variety
of businesses other than the Election Business and that the Purchased Assets
will not include the assets, properties and rights of Seller utilized in
connection with such businesses (except as otherwise provided pursuant to
Section 6.2(c)) or otherwise described in this Section 2.2 (collectively, the
"Excluded Assets").  Subject to Section 6.2(c), the Excluded Assets shall
include, but not be limited to, the following:

              (a)    Unless otherwise excluded by this Section 2.2, all of the
       assets, properties and rights relating to or associated with Seller's
       government records management business, its information systems
       business, its technology outsourcing business, its binders and bindery
       business, its title records business and other businesses not related to
       the sale of products or services to governments for use in connection
       with the conduct of public elections;

              (b)    All of the assets, properties and rights associated with
       the Seller's corporate and divisional general and administration
       operations including assets, properties and rights located at 1111 West
       Mockingbird, 15th Floor, Dallas, Texas 75247, its offices at 2901 Third
       Street South, Waite Park, Minnesota 56387 (f/k/a 7227 Third Street
       South, St. Cloud, Minnesota 56302) and 7030 Fly Road, East Syracuse, New
       York 13057;

              (c)    All assets, properties and rights associated with Seller's
       accounting systems and related computer hardware, software and networks
       other than those exclusively used in connection with the Election
       Business and located at Seller's Berkeley, California, Addison, Texas,
       Birmingham, Alabama, Chicago, Illinois, Rockford, Illinois or West Palm
       Beach, Florida locations and which are not part of the Op-Scan Assets;

              (d)    All of the Hardware Payment Component, all of the notes
       receivable and installment obligations due from third parties of the
       Election Business including those





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       described on Schedule 2.2(d) and any Accounts Receivable retained
       pursuant to Section 2.7(d);

              (e)    The franchise to be a corporation, certificate of
       incorporation, corporate seal, minute books, stock books and any other
       corporate records relating to the corporate organization or
       capitalization of Seller;

              (f)    Books and records that Seller is required to retain
       pursuant to any statute, rule, regulation or ordinance, provided that
       Seller permits Purchaser access to such books and records as provided in
       Section 6.2 below;

              (g)    General books of account and books of original entry that
       comprise Seller's permanent accounting or Tax records, provided that
       Seller permits Purchaser access to such books as provided in Section 6.2
       below;

              (h)    All cash, cash deposits, bank accounts, certificates of
       deposit, savings and other similar cash equivalents other than cash
       contributed by Seller to cause the Book Value of the Election Business
       to satisfy the requirements of Section 2.9;

              (i)    All defenses, rights of set-off and counterclaims arising
       out of or relating to any of the Retained Liabilities;

              (j)    Unless otherwise excluded by this Section 2.2, any assets,
       contracts, properties or rights, including telephone systems, accounting
       systems, computer hardware, computer networks, computer software, books
       and records, correspondence, goodwill, Intellectual Property, accounts
       receivable, investment securities, furniture and fixtures and the like
       utilized in connection with more than one of the business activities of
       Seller or utilized by Seller in connection with its business activities
       generally (except to the extent that any such use by a business other
       than the Election Business is incidental);

              (k)    Seller's corporate name and derivations thereof and the
       mark "BRC" and derivatives thereof;

              (l)    Any tort and fraud claims of Seller against [ ], [
                ] and [                        ];

              (m)    The excluded property described on Schedule 2.2(m) hereto;


              (n)    The rights of Seller under the Sales Representative
       Agreement;

              (o)    The assets and properties listed on Schedule 2.2(o) hereto
       relating to the Op-Scan Election Business (the "Op-Scan Assets");

              (p)    The lease for storage space at 2970 San Pablo Avenue,
       Berkeley, California; and

              (q)    Any direct or indirect benefits relating to common
       insurance policies, purchasing discounts, the benefits of sharing common
       management and accounting systems associated with the fact that the
       Election Business is conducted by Seller along with a variety of other
       businesses.





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       2.3    OBLIGATIONS UNDER ASSIGNED CONTRACTS.  Subject to the provisions
of Section 2.4 below, at the Closing, Seller shall assign, transfer, or sublet
the Purchased Contracts to Purchaser and, at the closing under and pursuant to
the Sequoia Agreement, shall assign the Op-Scan Contracts to Sequoia who shall
then, pursuant to the AIS License Agreement, assign or license all Op-Scan
Customer Contracts, other than the contracts, agreements, arrangements and bids
to be reconveyed by Sequoia to Seller pursuant to the Sales Representative
Agreement, and Intellectual Property Agreements relating to Op-Scan
Intellectual Property to Purchaser (the Purchased Contracts and such Op-Scan
Customer Contracts and Intellectual Property Agreements, the "Assigned
Contracts").  Purchaser shall assume all the Assumed Liabilities with respect
to the Assigned Contracts upon assignment thereof by Sequoia.

       2.4    THIRD PARTY CONSENTS TO ASSIGNMENT.

              (a)    In the case of any interest in any Purchased Asset or any
       Op-Scan Asset to be acquired from or licensed by Sequoia to Purchaser
       pursuant to the Sequoia License Agreement, including, without
       limitation, any interest in any contract, instrument, permit or other
       arrangement or any claim, right or benefit arising thereunder or
       resulting therefrom, that is not assignable without the consent of a
       third party (collectively, the "Restricted Interests"), Seller and
       Seller's Shareholder shall use their reasonable best efforts to obtain
       written consents to the assignment of such Restricted Interests prior to
       the Closing Date, it being understood that such reasonable best efforts
       shall not include any requirement to offer or grant financial
       accommodations to any third party but shall include Seller's agreement
       to remain secondarily liable with respect to any such Restricted
       Interest, subject to Purchaser's obligations with respect to Assumed
       Liabilities.

              (b)    This Agreement shall not constitute an agreement to assign
       any Restricted Interest if: (i) an assignment without the consent of a
       third party would constitute a breach or violation thereof or would
       adversely affect the rights of Purchaser or Seller thereunder;  (ii)
       such consent has not been obtained by the Closing Date; and (iii) such
       Restricted Interest, individually or in the aggregate, is not material
       to the Election Business.  This Section 2.4(b) shall not relieve
       Purchaser of its obligations to perform or assume any Assumed Liability
       or to comply with this Section 2.4, provided that Purchaser gets the
       benefit of the Restricted Interest.

              (c)    Notwithstanding anything to the contrary contained herein,
       it is understood and agreed to by the parties that Seller and Seller's
       Shareholder shall use their best reasonable efforts to obtain written
       consents to the Restricted Interests designated in Schedule 2.4(c)
       hereto (collectively, the "Material Contract Consents"), such Material
       Contract Consents being a condition precedent to Purchaser's obligation
       to consummate the transactions contemplated by this Agreement pursuant
       to Section 7.1(e) below.

              (d)    If a consent of a third party which is required in order
       to assign any Restricted Interest (and in the case of a Material
       Contract Consent, the condition precedent contained at Section 7.1(e)
       below has been waived by Purchaser) is not obtained prior to the Closing
       Date, or if an attempted assignment would be ineffective or would
       adversely affect Seller's ability to convey its interest to Purchaser,
       Seller and/or Seller's Shareholder shall, at the request and expense of
       Purchaser on or after the Closing Date and in such manner as Purchaser
       shall reasonably specify and as shall be permitted by law, take all such
       reasonable action (including the appointment of Purchaser as
       agent-in-fact for Seller and/or





                                      -11-
   12
       Seller's Shareholder) and do or cause to be done such things as shall be
       reasonable or proper to (i) assure that the rights and obligations of
       Seller thereunder shall be preserved for the benefit of Purchaser, and
       (ii) facilitate receipt of the consideration to be received thereunder,
       which consideration Seller and/or Seller's Shareholder shall hold for
       the benefit of, and upon the request of Purchaser, shall deliver to
       Purchaser.

              (e)    If a consent of a third party which is required in order
       to assign any Restricted Interest (and in the case of a Material
       Contract Consent, the condition precedent contained at Section 7.1(e)
       below has been waived by Purchaser) is not obtained prior to the Closing
       Date, or if an attempted assignment would be ineffective or would
       adversely affect Seller's ability to convey its interest to Purchaser,
       Purchaser shall, at the request of Seller and at the expense of
       Purchaser on or after the Closing Date in such manner as Seller shall
       reasonably specify and as shall be permitted by law, take all such
       reasonable action (including the acceptance by Purchaser of an
       appointment as agent-in-fact, subcontractor, joint venturer or assignee
       for Seller and/or Seller's Shareholder) and do or cause to be done such
       things as shall be reasonable or proper to assure that Purchaser shall
       assume, be responsible for and indemnify and hold Seller harmless with
       regard to all of the obligations and liabilities associated with such
       Restricted Interest which would have been Assumed Liabilities if the
       Restricted Interest had been an Assigned Contract and any additional
       expenses or liabilities incurred by Seller performing its obligations
       under this Section 2.4(e).

       2.5    ASSUMPTION OF LIABILITIES.  At the Closing, Purchaser shall
assume (a) all Liabilities first arising on or after the Effective Date
relating to the Election Business or the Purchased Assets; (b) all accounts
payable of the Election Business; (c) all accrued liabilities of the Election
Business including, but not limited to, accrued liability for billings in
excess of the amount earned according to percentage of completion accounting on
all Assigned Contracts and properly accrued ad valorem property taxes; (d) all
Liabilities and costs, including accrued liabilities for vacation pay, accrued
but unpaid salary, bonuses, commissions, employment-related taxes and the like,
of Seller to or with respect to Seller's Employees, other than costs,
liabilities or expenses of Seller associated with Seller's Employee Benefit
Plans or any of Seller's Liabilities to Employees governed by any workers
compensation or similar laws; (e) all Liabilities under the [
  ] Agreements whether arising before, on or after the Closing Date; and (f)
subject to Section 2.4, all Liabilities relating to the Assigned Contracts and
the Restricted Interests (collectively, the "Assumed Liabilities"); provided,
however, the Assumed Liabilities shall not include any Retained Liabilities.
The foregoing notwithstanding, in lieu of paying directly any Liabilities
relating to the Berkeley Facility, Purchaser may, at its option, reimburse
Seller for all expenses paid by Seller that would otherwise be assumed by
Purchaser pursuant to this Section 2.5.  The parties acknowledge and agree that
responsibility for Liabilities relating to the operation of the Berkeley
Facility first arising after the Closing shall be as provided in the Sequoia
Agreement and the Operating Agreement.

       2.6    RETAINED LIABILITIES.   Except as otherwise specifically set
forth in this Agreement or Schedule 2.6, Purchaser shall not assume:  (a) any
Liability resulting from, arising out of, relating to, in the nature of, or
caused by any breach of contract, breach of warranty, tort, infringement or
violation of law (other than warranty claims on products or services sold); (b)
except as provided in Section 6.5, any Liability of the Seller for unpaid Taxes
(with respect to the Election Business or otherwise) for periods prior to the
Effective Date other than properly accrued ad valorem property taxes and
employment-related taxes; (c) any Liability of Seller for costs and expenses
incurred in connection with this Agreement and the transactions contemplated
herein; (d) any Liability of Seller under this Agreement or under any side
agreement between Seller on one hand and Purchaser on





                                      -12-
   13
the other hand entered into on or after the date of this Agreement; (e) any
Liabilities to third parties resulting from personal injury or property damage
(other than damage to Products) arising from defects in the design or
manufacture of products which were manufactured, sold or distributed by Seller
or from services provided by Seller prior to the Effective Date; (f) any
Liabilities in connection with the matters disclosed on or which should have
been disclosed on Schedule 3.9 before execution hereof and prior to Closing;
(g) any Liabilities of Seller arising from or related to the conduct of
Seller's businesses other than the Election Business or arising or relating to
the operation of the Berkeley Facility or the conduct of Seller's activities
contemplated in the Sales Representative Agreement after the Closing Date
except as otherwise provided in the Operating Agreement; (h) any Liability to 
[         ] for severance payments under any oral or written agreement(s) or
understandings between Seller, Seller's Shareholder and [          ]; or (i)
any Liability associated with the contracts, agreements, arrangements or bids
to be assigned by Sequoia to Seller pursuant to the Sales Representative
Agreement; and (j) any of the contracts, claims, liabilities or expenses
described on Schedule 2.6 (collectively, the "Retained Liabilities").

       2.7    CONSIDERATION FOR PURCHASE.

              (a)    In addition to assuming the Assumed Liabilities pursuant
       to Section 2.5 above, the consideration to be paid by Purchaser to
       Seller for the purchase of the Purchased Assets shall be (i) the payment
       of the sum (the "Cash") of (A) $30,000,000 plus (B) if applicable, the
       amount by which the Book Value of the Election Business as shown on the
       Draft Effective Date Balance Sheet of the Election Business exceeds the
       Election Business Equity Amount and (ii) the issuance of a promissory
       note of Purchaser in the principal sum of $14,076,091 in the form of
       Exhibit 2.7(a) hereto (the "Note") (the Cash and the Note collectively,
       the "Purchase Price").  The Cash shall be paid by Purchaser to Seller on
       the Closing Date by wire transfer or delivery of other immediately
       available United States funds.  The Note shall be issued by Purchaser
       and delivered to Seller on the Closing Date.

              (b)    As a part of the Purchase Price, Purchaser and the
       Majority Stockholders shall also execute and deliver and agree to be
       bound by the pledge agreements, stock powers and other agreements and
       instruments described on Exhibit 2.7(b) hereto (collectively, the
       "Collateral Agreements").

              (c)    The Purchased Price shall be allocated among the Purchased
       Assets in the manner shown on Schedule 2.7(c).  Seller and Purchaser
       shall report and file their respective U.S. federal income tax returns
       in accordance with such allocations.

              (d)    Notwithstanding anything else herein to the contrary, in
       the event that the Book Value of the Election Business exceeds
       $18,000,000.00 on either the Draft Effective Date Balance Sheet of the
       Election Business or the Effective Date Balance Sheet of the Election
       Business, as the case may be, then Seller shall be entitled and required
       to retain an amount of Accounts Receivables of the Election Business
       sufficient to lower the Book Value of the Election Business to an amount
       less than $18,000,000.00.  Seller shall select such retained Accounts
       Receivable, however, such selected Accounts Receivable shall be
       reflective of the kind and character of the Accounts Receivable of the
       Election Business as a whole. Seller shall have all rights, title and
       interest to such retained Accounts Receivable.





                                      -13-
   14
       2.8    CLOSING.

              (a)    The closing of the purchase and sale of the Purchased
       Assets (the "Closing") shall take place at 10:00 a.m., Central Standard
       Time, on November 20, 1997 (the "Closing Date"), but shall be effective
       at 11:59 p.m. on September 30, 1997 (the "Effective Date") or at such
       other time, on such other date and at such place as may be mutually
       agreed upon by the parties hereto.

              (b)    At the Closing, (i) Seller shall deliver to Purchaser a
       general bill of sale and assignment conveying the Purchased Assets, (ii)
       Seller and Seller's Shareholder shall deliver all agreements,
       certificates, instruments and other documents and items required by
       Section 7.1 below which have not already been delivered by Seller and/or
       Seller's Shareholder to Purchaser prior to the Closing, (iii) Purchaser
       shall pay Seller the Cash and shall issue and deliver to Seller the
       Note, the Collateral Agreements and an assumption agreement covering the
       Assumed Liabilities, and (iv) Purchaser shall deliver all agreements,
       certificates, instruments and other documents and items required by
       Section 7.2 below which have not already been delivered by Purchaser to
       Seller prior to Closing.  The bills of sale and assignment and
       assumption agreements called for under this Section 2.8 shall all be
       dated as of the Effective Date and shall be in form and substance
       reasonably satisfactory to each party thereto.

              (c)    All agreements, documents and instruments executed and
       delivered at the Closing shall be dated and for all purposes the
       transaction shall be deemed to be consummated as of the Effective Date.
       During the period between the Effective Date and the Closing Date,
       Seller shall retain possession of the Purchased Assets and shall operate
       the Election Business for the benefit of Purchaser.  Promptly following
       Closing, Seller shall account to Purchaser for all receipts and
       disbursements of the Election Business during the period between the
       Effective Date and the Closing Date.  From and after Closing, the
       parties shall cooperate in the timely settlement and respective payment
       of all accounts and transactions occurring between the Effective Date
       and the Closing Date.

       2.9    POST-CLOSING ADJUSTMENTS.

              (a)    The parties acknowledge and agree that the Purchase Price
       has been determined and based on the agreement of the parties that the
       Book Value of the Election Business shall be $12,026,091.00 (the
       "Election Business Equity Amount") as of the Effective Date.  To
       accomplish the foregoing, certain adjusting transactions shall be made
       pursuant to this Section 2.9.  For purposes hereof, "Book Value of the
       Election Business" shall mean the excess of the book value of the sum of
       the Purchased Assets and the Op-Scan Assets over the Assumed Liabilities
       as of the Effective Date (but without giving effect to any of the
       transactions contemplated herein and without assigning any value to
       Liabilities which are not properly assigned values pursuant to GAAP) as
       reflected on the Effective Date Balance Sheet.  In connection with the
       calculation of Book Value of the Election Business, the Draft Effective
       Date Balance Sheet and the Effective Date Balance Sheet shall reflect a
       reduction in the book value of the Megalink Software in the amount of
       $850,000 and the book value of the Op-Scan Assets and shall be reduced
       by $250,000 to take into account the sale of certain Op-Scan Assets to
       Sequoia consisting of 100 units of Optech IIIP Eagles valued at $220,000
       and the fixed assets located at the Berkeley Manufacturing Facility in
       Berkeley, California valued at $30,000.  The parties agree that other
       than the normal





                                      -14-
   15
       amortization of the Megalink software, no further reductions in book
       value of the Megalink software shall be made.  For purposes of
       clarification of the foregoing, the Draft Effective Date Balance Sheet
       and the Effective Date Balance Sheet shall first be prepared prior to
       consideration of the aforementioned $1,100,000 in adjustments.  The book
       value as shown on such Balance Sheets shall then be adjusted downward by
       the aforementioned adjustments to determine the Book Value of the
       Election Business for purposes herein.

              (b)    Seller shall prepare estimated balance sheets of the
       Election Business (including only the Purchased Assets, Op-Scan Assets
       and Assumed Liabilities for purposes hereof) as of the close of business
       on the Effective Date, using all available financial data (the "Draft
       Effective Date Balance Sheet").  The Draft Effective Date Balance Sheet
       shall include dedicated line items for the assets which constitute the
       Op-Scan Assets.  A copy of Seller's Draft Effective Date Balance Sheet
       shall be delivered to Purchaser at the Closing.

              The Draft Effective Date Balance Sheet shall show the Book Value
       of the Election Business to be equal to the Election Business Equity
       Amount and if such requirement otherwise would not be met, Seller shall
       include as part of or withhold from the Purchased Assets an amount of
       cash (if the Book Value of the Election Business is inadequate) or
       accounts receivable (if the Book Value of the Election Business is in
       excess of that amount required) so that the Book Value of the Election
       Business as shown on such Draft Effective Date Balance Sheet will equal
       the Election Business Equity Amount.  In lieu of including cash as part
       of the Purchased Assets, at the option of Seller, the Cash payable by
       Purchaser at Closing shall be decreased by  an amount equal to the
       shortfall  between the Election Business Equity Amount and the Book
       Value of the Election Business as shown on the Draft Effective Date
       Balance Sheet of the Election Business and such reduction in cash shall
       be deemed to increase the assets of the Election Business for the
       purposes of compiling the Effective Date Balance Sheet and satisfying
       the Election Business Equity Amount.

              (c)    Within ninety (90) days after the Closing Date, Seller
       shall prepare and deliver to Purchaser a balance sheet of the Election
       Business (including only the Purchased Assets, Op-Scan Assets and
       Assumed Liabilities for purposes hereof) as of the Effective Date
       prepared in accordance with GAAP applied  consistently with the prior
       audited balance sheet of Seller together with unqualified  audit
       opinions of the Auditors stating that the Effective Date Balance Sheet
       has been so prepared.  The audit shall be computed based on the
       Effective Date Balance Sheet prior to consideration of the adjustments
       called for in Section 2.9(a) and shall reflect no adjustment in the book
       value of the Megalink software other than amortization expenses incurred
       in the ordinary course of business.  Such audited balance sheet shall
       hereinafter be referred to as the "Effective Date Balance Sheet".  The
       Effective Date Balance Sheet shall not reflect the transactions
       contemplated herein.  Thereafter, the parties shall compute the Book
       Value of the Election Business by reducing the book value as shown on
       the Effective Date Balance Sheet to take into account the adjustments
       set forth in Section 2.9(a).  Seller shall also cause its Auditor to
       make the work papers and back-up materials used in preparing the
       Effective Date Balance Sheet available to Purchaser and its accountants
       and other representatives at reasonable times and upon reasonable notice
       following delivery of the Effective Date Balance Sheet.

              (d)    Based on the Effective Date Balance Sheet, the following
       adjusting transactions shall occur:  (i) if the Book Value of the
       Election Business as shown on the





                                      -15-
   16
       Effective Date Balance Sheet is less than the Book Value of the Election
       Business as shown on the Draft Effective Date Balance Sheet, Seller
       shall make a cash payment to Purchaser in the amount of such deficiency
       and (ii) if the Book Value of the Election Business as shown on the
       Effective Date Balance Sheet is greater than the Book Value of the
       Election Business as shown on the Draft Effective Date Balance Sheet,
       Purchaser shall make a cash payment to Seller in the amount of such
       excess. Any adjusting payments required under this Section 2.9(d) shall
       be made within ten (10) days of delivery of the Effective Date Balance
       Sheet.

              (e)    If as a result of Purchaser's review of the Effective Date
       Balance Sheet and related materials, Purchaser has any objections to the
       Effective Date Balance Sheet on the grounds that it was not prepared in
       accordance with the requirements set forth in Section 2.9(c), it will
       deliver a detailed statement describing its objections to the Seller
       within sixty (60) days after receiving the Effective Date Balance Sheet.
       Purchaser and Seller will use reasonable efforts to resolve any such
       objections themselves.  If the parties do not reach a final resolution
       within thirty (30) days after the last date on which objections may be
       delivered, Purchaser and Seller will submit the unresolved objections to
       the Mediator for resolution, whose decision shall be rendered forty-five
       (45) days after submittal to him.  The determination of the Mediator
       will be set forth in writing and will be conclusive and binding upon the
       parties.  In the event the parties submit any unresolved objections to
       the Mediator for resolution as provided herein, Purchaser and Seller
       will share responsibility for the fees and expenses of the Mediator as
       follows:  (i) if the Mediator resolves all of the remaining objections
       in favor of Purchaser, the Seller will be responsible for all the fees
       and expenses of the Mediator; (ii) if the Mediator resolves all the
       remaining objections in favor of the Seller, Purchaser will be
       responsible for all the fees and expenses of the Mediator; and (iii) if
       the Mediator resolves some of the remaining objections in favor of
       Purchaser and the rest of the remaining objections in favor of the
       Seller, the Seller and Purchaser each will be responsible for a
       proportionate amount of the fees and expenses of the Mediator based on
       the dollar amount of the objections resolved against it, compared to the
       total dollar amount of all objections submitted to the Mediator.  Within
       ten (10) days of the written decision of the Mediator, the parties shall
       make adjusting payments and/or take such other action as contemplated
       under Section 2.9(d) as if the Effective Date Balance Sheet was revised
       to reflect the Mediator's resolution of the objections of the parties.

       2.10   EMPLOYEES.  Prior to the Closing Date, Purchaser shall offer to
employ substantially all of the Employees following the Closing Date in their
current position and at base salary, but not necessarily at benefit or
incentive compensation and commission levels, equal to those in existence
immediately prior to the Closing Date.  Notwithstanding the foregoing,
Purchaser's obligation to employ the Employees stationed at Seller's Rockford,
Illinois facility shall be suspended until termination of the Rockford
Transition Period.  Any employment of Employees by Purchaser shall be on an "at
will" basis and in no event shall any Employee be a third party beneficiary of
Purchaser's agreement hereunder.  Each of the Employees, upon accepting
employment with Purchaser, shall receive prior service credit in Purchaser's
qualified retirement plan and future determination of severance benefits equal
to the credit accorded such person under Seller's equivalent plans or severance
policies.  With regard to such retirement plan, such credit shall be limited to
credit for purposes of eligibility and vesting but not for purposes of benefits
attributable to such prior service. From the date of this Agreement until
Closing or termination of this Agreement, Seller and Seller's Shareholder shall
not terminate any Employee or transfer or otherwise materially change the job
responsibilities of any Employee without first consulting with Purchaser and
obtaining Purchaser's consent, which consent will not be unreasonably withheld.
For a period of two (2) years





                                      -16-
   17
after the Effective Date, Seller, Seller's Shareholder and their Affiliates
shall refrain from any and all employment discussions and will not offer
employment to any Employee during such person's employment with Purchaser.  For
a period of two (2) years following the Effective Date, Purchaser and its
Affiliates shall refrain from any and all employment discussions and will not
offer employment to any employee of Seller, other than the Employees.  From the
date of this Agreement until Closing, Seller and Seller's Shareholder shall
cooperate fully with Purchaser to provide access to the persons whom Purchaser
has a right to interview and solicit for employment as provided above,
including, without limitation, allowing reasonable interruption of the duties
of such persons for purposes of interviews and recruiting and providing
Purchaser access to and copies of personnel records relating to such persons.
Seller shall be solely responsible for any and all wages, benefits and other
obligations relating to Employees employed by Seller prior to the Effective
Date other than wages and other Liabilities reflected on the Effective Date
Balance Sheet.  As to Employees hired by Purchaser as contemplated above,
Purchaser shall assume and agree to honor any accrued and unused vacation days
to which such Employees are entitled as of the Effective Date.  Purchaser will
credit such Employees with unused vacation time accrued with Seller (including
vacation contingently earned in the current employment year) for use as
vacation time during the employment of such persons by Purchaser or, if
required by applicable law or by agreement of Purchaser and the applicable
Employee, Purchaser shall make payment to such Employees with respect to such
unused vacation time.  On or immediately prior to the Closing Date, Seller
shall deliver to Purchaser a schedule showing, with respect to each Employee
which Purchaser has a right to solicit for employment as contemplated by this
Section 2.10, the number of unused vacation days to which such Employee is
entitled as of the Effective Date.  The schedule shall include a calculation,
together with reasonable supporting details and documentation, of the value of
the unused vacation days of each such Employee.  For purposes of such
calculation, the value shall reflect an appropriate hourly rate of compensation
including, without limitation, the employer's share of all payroll taxes
attributable to the unused vacation days.  The value as of the Effective Date
of the unused vacation days of all Employees of the Election Business, except
those Employees that Purchaser has already determined that it will not hire, as
evidenced by written notice to Seller to that effect, shall tentatively be
treated as the accrued liability for vacations in the Draft Effective Date
Balance Sheet of the Election Business.  At the time the Effective Date Balance
Sheet is finalized, appropriate adjustments shall be made to reflect the value
of unused vacation days as of the Effective Date of the Employees actually
employed by Purchaser.

                                   ARTICLE 3.
                         REPRESENTATIONS AND WARRANTIES
                       OF SELLER AND SELLER'S SHAREHOLDER

       Seller and Seller's Shareholder, jointly and severally, hereby represent
and warrant to Purchaser (which representations and warranties shall be true
and correct as of the Effective Date and on the date of execution hereof except
for representations and warranties expressly stated to be made only on the
Effective Date) as set forth in this Article 3.  Seller and Seller's
Shareholder specifically acknowledge and agree that the representations and
warranties set forth in this Article 3 include representations and warranties
respecting the entire Election Business including the Op-Scan Business and the
Op-Scan Assets  even though Purchaser is not acquiring the Op-Scan Assets from
Seller in order to induce Purchaser to enter into this Agreement and the
Sequoia License Agreement the result of which taken together being that
Purchaser shall acquire the entire Election Business excepting only absolute
title to the Op-Scan Assets and the rights of Sequoia in connection therewith.





                                      -17-
   18
            3.1    ORGANIZATION, QUALIFICATION AND CORPORATE POWER.

              (a)    Seller is a corporation duly organized, validly existing
       and in good standing under the laws of the State of Delaware, and is
       duly organized to carry on the business presently being conducted by it,
       including, but not limited to the Election Business.   Seller's
       Shareholder is a corporation duly organized, validly existing and in
       good standing under the laws of the State of Delaware and is duly
       organized to carry on the business presently conducted by it.

              (b)    Seller and Seller's Shareholder are duly  authorized to
       conduct business and are in good standing under the laws of each
       jurisdiction where qualification of the Election Business is required.
       Schedule 3.1 hereto lists the jurisdictions in which qualification of
       the Election Business is required.

              (c)    Seller has full corporate power and authority to carry on
       the Election Business and to own and use the Purchased Assets.

       3.2    AUTHORITY AND ENFORCEABILITY.   Seller and Seller's Shareholder
have  full power and authority to make, execute, deliver and perform this
Agreement and the execution, delivery and performance of this Agreement by
Seller and Seller's Shareholder have been duly authorized by all necessary
corporate action on the part of Seller and Seller's Shareholder.  This
Agreement has been duly executed and delivered by Seller and Seller's
Shareholder and constitutes the valid and legally binding obligation of Seller
and Seller's Shareholder, enforceable in accordance with its terms and
conditions.   Except as disclosed in Schedule 3.2 hereto, neither Seller nor
Seller's Shareholder are required to give any notice to, make any filing with
or obtain any authorization, consent or approval of any Authority or Person in
order for the parties to consummate the transactions contemplated by this
Agreement.

       3.3    NONCONTRAVENTION.   Neither the execution or delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(a) violate any constitution, or any material statute, regulation, rule, or any
injunction, judgment, order, decree, ruling, charge or other material
restriction of any Authority to which Seller or Seller's Shareholder are
subject or any provision of the certificate of incorporation or bylaws, as
amended, of Seller or Seller's Shareholder; or (b) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify or cancel, or require any
notice under any material agreement, contract, lease, license, instrument or
other arrangement to which Seller and/or Seller's Shareholder is a party or by
which they are bound or which any of the Purchased Assets are subject (or
result in the imposition of any Lien, restriction and/or condition upon any of
the Purchased Assets).

       3.4    SUBSIDIARIES.   The business of the Election Business is
conducted entirely by the Seller and all assets and properties used in
connection with such business are owned, licensed or leased by the Seller.
Seller has no subsidiaries which are involved in any way with the conduct of
the Election Business.

       3.5    TITLE TO ASSETS.   Seller has good and marketable title to, or a
valid leasehold interest or license interest in, as applicable, the Purchased
Assets and the Op-Scan Assets, free and clear of all Liens, restrictions and/or
conditions, except for Purchased Assets or Op-Scan Assets disposed, of in the
ordinary course of business consistent with past practice since the date of the





                                      -18-
   19
Most Recent Balance Sheet of the Election Business.   Seller makes no
representations or warranties respecting the status of Sequoia's title to the
Op-Scan Assets in connection with the sale or license of certain of such assets
to Purchaser pursuant to the Sequoia License Agreement.

       3.6    FINANCIAL STATEMENTS.  The books of account and related records
of the Election Business correctly, accurately and completely reflect all of
its assets, Liabilities and transactions.  Seller has delivered to Purchaser
the unaudited statements of income for the Election Business for the fiscal
years ended December 31, 1994, December 31, 1995 and December 31, 1996, and the
unaudited balance sheet and statement of income as of and for the nine (9)
months ended September 30, 1997 (collectively the "Election Business Financial
Statements").  The  Election Business Financial Statements are attached hereto
as Schedule 3.6 and (a) are in accordance with the books and records of Seller,
(b) have been prepared in accordance with GAAP consistently applied, and (c)
fairly present the financial  condition, assets and Liabilities of the Election
Business as at their respective dates and the results of its operations for
such fiscal year and period, except that the Election Business Financial
Statements lack footnotes and other presentation items and have been prepared
based upon certain assumptions as to the allocation of costs, assets and
liabilities among Seller's various businesses, which assumptions Seller
believes to be reasonable.

       3.7    ABSENCE OF CHANGE.

              (a)    Since the Most Recent Balance Sheet Date, there has not
       been any change in the Election Business which has had or could
       reasonably be expected to have a Material Adverse Effect on the Election
       Business.  Without limiting the generality of the foregoing sentence,
       since the Most Recent Balance Sheet Date except as disclosed in Schedule
       3.7 hereto, there has not been:

                     (i)    Any sale, lease, transfer or assignment by the
              Election Business of any of its material assets, tangible or
              intangible, other than for fair consideration in the ordinary
              course of business consistent with past practice;

                     (ii)   Any agreement, contract, lease or license (or
              series of related agreements, contracts, leases and/or licenses)
              entered into by the Election Business involving more than
              $100,000.00 or $10,000.00 outside the ordinary course of business
              consistent with past practice;

                     (iii)  Any acceleration, termination, modification or
              cancellation by any Person (including Seller) of any agreement,
              contract, lease or license (or series of related agreements,
              contracts, leases and/or licenses) involving more than
              $100,000.00 to which the Election Business is a party or by which
              its is bound;

                     (iv)   Any material Lien, restriction or condition imposed
              by Seller upon any of the assets of the Election Business,
              tangible or intangible;

                     (v)    Any capital expenditure (or series of related
              capital expenditures) made or committed by the Election Business
              involving more than $100,000.00 or $10,000.00 outside the
              ordinary course of business consistent with past practice;

                     (vi)   Any capital investment in, any loan to, or any
              acquisition of the securities or assets of, any other Person (or
              series of related capital investments,





                                      -19-
   20
              loans and/or acquisitions) by  the Election Business involving
              more than $100,000.00 or $10,000.00 outside the ordinary course
              of business consistent with past practice;

                     (vii)  Any note, bond or other debt security issued or any
              indebtedness for borrowed money or capitalized lease obligation
              created, incurred, assumed or guaranteed by the Election Business
              involving more than $100,000.00 or $10,000.00 outside the
              ordinary course of business consistent with past practice;

                     (viii) Any delay or postponement in the payment of
              accounts payable or other Liabilities of the Election Business
              outside the ordinary course of business consistent with past
              practice;

                     (ix)   Any material disposition by the Election Business
              of or failure to keep in effect any rights in, to or for the use
              of any Intellectual Property;

                     (x)    Any charitable pledge or contribution or any other
              capital contribution by the Election Business outside of the
              ordinary course of business consistent with past practice; or

                     (xi)   Any other material occurrence, event, incident,
              action, failure to take action or transaction involving the
              Election Business outside of the ordinary course of business
              consistent with past practice.

              (b)    Except as set forth on Schedule 3.7 hereto, since December
       31, 1996, there has not been:

                     (i)    With the exception of contracts with [           ],
              any cancellation, compromise, waiver or release of any right or 
              claim (or series of related rights and/or claims) by the 
              Election Business involving more than $100,000.00 or $10,000.00 
              outside the ordinary course of business consistent with past 
              practice other than rights or claims relating to Excluded Assets 
              or Retained Liabilities;

                     (ii)   Any material damage, destruction or loss (whether
              or not covered by insurance) experienced by Seller with respect
              to any assets or property of the Election Business;

                     (iii)  Any loan or other transaction outside of the
              ordinary course of business between Seller and any of the
              Employees involving in excess of $10,000.00;

                     (iv)   Any employment contract or collective bargaining
              agreement, written or oral, entered into by Seller involving any
              Employee, or material modification of the terms of any such
              existing contract or agreement;

                     (v)    Any increase in the base compensation or any
              payment of bonus compensation to any Employee except in the
              ordinary course of business consistent with past practice;





                                      -20-
   21
                     (vi)   Any adoption of, material amendment or modification
              to or termination of any Employee Benefit Plan or other plan,
              contract, commitment or arrangement for the benefit of any
              Employees;

                     (vii)  Any other change by Seller in the employment terms
              for any Employees outside of the ordinary course of business
              consistent with past practice;

                     (viii) Any material adverse change in pricing practices;
              or

                     (ix)   Identification of any material defects in any of
              the Products the correction of which is reasonably likely to cost
              in excess of $100,000.

       3.8    UNDISCLOSED LIABILITIES.   Seller does not have any Liability
(and there is no basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim or demand against it giving
rise to any Liability) relating to the Election Business or relating to Seller
which could have a Material Adverse Effect on the Election Business, except for
(a) Liabilities set forth on the face of or provided for in the Most Recent
Balance Sheet; and (b) Liabilities which have arisen after the Most Recent
Balance Sheet Date in the ordinary course of business consistent with past
practice (none of which results from, arises out of, relates to, is in the
nature of or was caused by any breach of contract, breach of warranty, tort,
infringement or violation of law).

       3.9    LITIGATION AND CLAIMS.   Schedule 3.9 hereto sets forth each
instance in which the Election Business (a) is subject to any outstanding
injunction, judgment, order, decree, ruling or charge or (b) is a party or is
threatened to be made a party or has been a party within the past three years
to any action, suit, proceeding, hearing or investigation of, in, or before any
court or quasi-judicial or administrative agency of any federal, state, local
or foreign jurisdiction or before any arbitrator.  None of the actions, suits,
proceedings, hearings and investigations set forth in Schedule 3.9 which are
pending or threatened can reasonably be expected to result in a Material
Adverse Effect on the Election Business.

       3.10   LEGAL COMPLIANCE.   Except as disclosed in Schedule 3.10 hereto
and as to environmental matters which shall be governed by Section 3.12 below,
the Election Business has complied and has been conducted in all material
respects with all applicable laws, ordinances, rules, regulations and orders of
all Authorities, and no notice, citation, summons, charge or order has been
issued, no complaint has been filed, no penalty has been assessed and no
action, suit, proceeding, hearing, investigation or review is pending or
threatened by any Authority against Seller alleging any failure to so comply.
Seller has obtained all material licenses, permits, certificates, approvals,
authorizations and registrations required to conduct the business of the
Election Business, a listing of which is set forth on Schedule 3.10 and copies
of which shall be delivered by Seller to Purchaser prior to Closing, and such
material licenses, permits, certificates, approvals, authorizations and
registrations are current and have not been revoked, suspended, canceled or
terminated.

       3.11   REAL PROPERTY; LEASES.

              (a)    The Purchased Assets do not consist of any Owned Real
       Property.

              (b)    Seller has delivered to Purchaser correct and complete
       copies of the leases and subleases, as amended to date, listed in
       Schedule 2.1(g) hereto which constitute all





                                      -21-
   22
       leases and subleases for space used in the Election Business other than
       the locations referenced in Section 2.2(b) above.   With respect to each
       such lease or sublease:

                     (i)    The lease or sublease is legal, valid, binding,
              enforceable and in full force and effect;

                     (ii)   Except as set forth on Schedule 3.11(b), the lease
              or sublease will continue to be legal, valid, binding,
              enforceable and in full force and effect on identical terms
              following the consummation of the transactions contemplated
              hereby;

                     (iii)  No party to the lease or sublease is in breach or
              default, and no event has  occurred which, with notice or lapse
              of time, would constitute a breach or default or permit
              termination, modification or acceleration thereunder;

                     (iv)   No party to the lease or sublease has repudiated
              any provision thereof;

                     (v)    There are no material disputes, oral agreements or
              forbearance programs in effect as to the lease or sublease;

                     (vi)   With respect to each sublease, the representations
              and warranties set forth in Sections 3.11(b)(i) through
              3.11(b)(v) above are true and correct with respect to the
              underlying lease;

                     (vii)  Seller has not assigned, transferred, conveyed,
              mortgaged, deeded in trust, imposed a Lien on or encumbered any
              interest in the leasehold or subleasehold;

                     (viii) All facilities leased or subleased thereunder have
              received all material approvals of Authorities (including
              licenses, permits, certificates, authorizations and
              registrations) required in connection with the operation thereof
              and have been operated and maintained in all material respects in
              accordance with applicable laws, ordinances, rules and
              regulations; and

                     (ix)   All facilities leased or subleased thereunder are
              supplied with utilities and other services necessary for the
              operation of said facilities.

       3.12   ENVIRONMENTAL MATTERS.    Except as disclosed in Schedule 3.12
hereto, the Election Business (a) has complied with the Environmental Laws in
all respects (and no notice, citation, summons, charge or order has been
issued, no complaint has been filed, no penalty has been assessed and no
action, suit, proceeding, hearing, investigation or review is pending or
threatened  by any Authority against Seller alleging any such failure to
comply), (b) has obtained and been in compliance with all of the terms and
conditions of all licenses, permits, certificates, approvals, authorizations
and registrations which are required under the Environmental Laws; and (c) has
complied in all respects with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
which are contained in the Environmental Laws.





                                      -22-
   23
       3.13   INTELLECTUAL PROPERTY.  Schedule 3.13 hereto sets forth all
material Intellectual Property and material Intellectual Property Agreements
relating to the Election Business.  Except for the items described on Schedule
3.13, no other material Intellectual Property  is required for the operation of
the Election Business in the ordinary course consistent with past practice.
All of the registered Intellectual Property relating to the Election Business
is valid and in good standing, and Seller has taken all steps necessary to
perfect its ownership of the same and no other Person has or claims any
interest with respect thereto.  Seller represents that Seller has the valid
right to use all of the unregistered Intellectual Property relating to the
Election Business.  To the Knowledge of Seller, no third party has interfered
with, infringed upon, misappropriated or otherwise come into conflict with any
of the material Intellectual Property relating to the Election Business.
Seller has not materially interfered with or infringed upon, or misappropriated
or otherwise come into conflict with any Intellectual Property rights of third
parties in connection with the operation of the Election Business. To the
Knowledge of Seller, Seller has not ever received any charge, complaint, claim,
demand or notice alleging any such interference, infringement, misappropriation
or violation (including any claim that the Election Business must license or
refrain from using any intellectual property rights of any third party) which
could reasonably be expected to have a Material Adverse Effect on the Election
Business.

       3.14   ALL ASSETS; CONDITION OF PURCHASED ASSETS.   The Purchased Assets
and Op-Scan Assets include all material assets, properties and contracts which
are necessary for the operation of the Election Business as presently
conducted, other than assets associated with general corporate operations,
accounting, telecommunications and Employee Benefit Plans.  Each of the
Purchased Assets with a material book value and constituting tangible assets
has been maintained in accordance with normal industry practice.  The foregoing
notwithstanding, Seller and Seller's Shareholder make no representations or
warranties respecting the printing press located at Seller's Birmingham,
Alabama facility and Purchaser acknowledges that said printing press is being
sold as is.

       3.15   INVENTORY.

              (a)    Except to the extent reserved against in the Most Recent
       Balance Sheet of the Election Business, all of the Inventory is
       merchantable and fit for the purpose for which it was procured or
       manufactured, and none of the Inventory is slow-moving, obsolete,
       damaged or defective, subject only to the reserve for inventory write
       down set forth on the face of such Most Recent Balance Sheet (rather
       than in any notes thereto) as adjusted for the passage of time through
       the Closing Date in accordance with the past custom and practice of
       Seller.

              (b)    All of the Inventory is the property of Seller, except for
       sales made in the ordinary course of business consistent with past
       practice since the Most Recent Balance Sheet Date of the Election
       Business, and for each of these sales either the Purchaser has made full
       payment or the purchaser's liability or obligation to make payment is
       fully reflected in the books of Seller.  Except as set forth on Schedule
       3.15 hereto, no part of the Inventory has been pledged as collateral or
       is held by Seller on consignment from others.  The amount of inventory
       shown on the Effective Date Balance Sheet will be based on quantities
       determined by physical count or measurement.





                                      -23-
   24
       3.16   EMPLOYEES.

              (a)    Schedule 3.16 hereto sets forth a complete and accurate
       list of the following information for each of the Employees as of the
       date hereof, including each Employee on leave of absence or layoff
       status:  name, job title and current base salary.

              (b)    Except as disclosed in Schedule 3.16 hereto, to the
       Knowledge of Seller, no executive, officer or key Employee or group of
       Employees has any plans to terminate employment with Seller (other than
       in connection with the transactions contemplated herein).  The Election
       Business is not a party to or bound by any collective bargaining
       agreement, nor has it experienced any strikes, grievances, claims of
       unfair labor practices or other collective bargaining disputes during
       the preceding five (5) years.  The Election Business has not committed
       any unfair labor practice.  No organizational effort is presently being
       made or threatened by or on behalf of any labor union with respect to
       the Employees.

              (c)    The commission plans attached hereto as part of Schedule
       3.16 reflect in all material respects all commission plans of the
       Election Business and no Employee or other person will be entitled to
       any commission on future sales of the Election Business materially
       inconsistent with what is provided for under such plans.

       3.17   EMPLOYEE BENEFITS.  With respect to each Employee Benefit Plan
maintained by Seller, except as set forth in Schedule 3.17 or except as will
not have a Material Adverse Effect on the operation of the Election Business by
Purchaser; (a) each of the Employee Benefit Plans is being administered in all
material respects in accordance with the documents and instruments governing
such plan, such documents and instruments are consistent with the provisions of
ERISA, and none of the Employee Benefit Plans or the trustees or administrators
of the Employee Benefit Plans has breached any fiduciary duty with respect to
the Employee Benefit Plans imposed by ERISA, (b) none of Seller, Seller's
Shareholder, the Employee Benefit Plans or the trustees or administrators of
the Employee Benefit Plans has engaged in any "prohibited transactions" as such
term is defined in  Section 4975 of the Code (or in Part 4, of Subtitle B of
Title I of ERISA) which could subject Seller, any of the Employee Benefit Plans
or any trust thereunder or any such trustees or administrators to the tax on or
any penalty or sanction with respect to prohibited transactions imposed by
Section 4975 of the Code or any other section of ERISA, (c) each of the
Employee Benefit Plans which is a "pension plan" as defined in ERISA has been
determined by an appropriate district director of the Internal Revenue Service
to be "qualified" within the meaning of Section 401(a) of the Code and none
of the principal officers of Seller knows of any facts which would adversely
affect the qualified status of any such plans, (d) with respect to each of the
Employee Benefit Plans there has been compliance in all material respects with
the reporting and disclosure requirements of ERISA, and (e) no representations
have been made to participants or beneficiaries with respect to benefits under
the Employee Benefit Plans that would entitle them to benefits greater than or
in addition to the benefits provided by the actual terms of said plans.
Schedule 3.17 lists all Employee Benefit Plans of Seller in which any of the
Employees participate.

       3.18   CUSTOMERS AND SUPPLIERS.  Except as indicated in Schedule 3.18
hereto, Seller has no information, nor is it  aware of any facts, indicating
that any of its customers or suppliers intend to cease doing business with, or
materially alter the amount of business that they are doing with Seller and the
Election Business in a manner which has caused or could reasonably be expected
to cause a Material Adverse Effect on the Election Business.





                                      -24-
   25
       3.19   SALES REPRESENTATIVES, DEALERS AND DISTRIBUTORS.  Except as set
forth in Schedule 3.19 hereto, Seller is not a party to any contract or
agreement with any Person under which such other Person is a sales agent,
representative, dealer or distributor of any of  the Election Business's
products and which by its terms cannot be terminated at will or on not more
than thirty (30) days' prior notice.

       3.20   MATERIAL CONTRACTS.  Schedule 3.20 hereto contains a list of each
Assigned Contract which involves the payment of future consideration in excess
of $100,000.00 or the delivery in the future of goods or services having a
value in excess of $100,000.00, by the Election Business ("Material Contracts
of Election Business").  Seller has delivered or made available to Purchaser a
correct and complete copy of each written Material Contract of Election
Business, as amended to date, listed in Schedule 3.20 hereto.  With respect to
each such Material Contract of Election Business: (a) the Material Contract of
Election Business is legal, valid, binding and enforceable and in full force
and effect; (b) except as provided for on Schedule 3.20, the Material Contracts
of Election Business will continue to be legal, valid, binding, enforceable and
in full force and effect on identical terms following the consummation of the
transactions contemplated hereby; (c) no party is in material breach or
default, and no event has occurred which with notice or lapse of time would
constitute a breach or default, or permit termination, modification or
acceleration, under such agreement; and (d) no Person has repudiated any
provision of such agreement.  Purchaser acknowledges that the contracts of
Seller with [                                               ] for goods and
services has been terminated and that Purchaser shall have no claim against
Seller or Seller's Shareholder as a result of the termination of such
contracts.

       3.21   INSURANCE.   Schedule 3.21 hereto sets forth a complete and
correct list of all policies of insurance of Seller relating to the Election
Business, specifying for each policy the carrier, the risks insured, the
amounts of coverage.   All such policies are outstanding and in full force and
effect and will remain so until the Closing.

       3.22   PRODUCTS LIABILITY/WARRANTY.  Except as disclosed in Schedule
3.22 and as accrued for on the Most Recent Balance Sheet of the Election
Business, there are no (a) material Liabilities of the Election Business with
respect to any product liability or any similar claim that relates to any
products manufactured and/or sold by Seller to others, including, but not
limited to, the Products; or (b) material Liabilities of the Election Business
with respect to any claim for the breach of any express or implied product
warranty or any other similar claim with respect to any products manufactured
or sold by Seller other than standard warranty obligations (to replace, repair
or refund) made by Seller in the ordinary course of business to purchasers of
the Products of Seller.

       3.23   NOTES AND ACCOUNTS RECEIVABLE.  Except as set forth on Schedule
3.23, all note and accounts receivable of the Election Business constituting
Purchased Assets are and will at the Effective Date be properly reflected on
its books and records and will constitute valid receivables subject to no set
offs or counterclaims.

       3.24   TAXES.    Seller and/or Seller's Shareholder have and shall have,
with respect to the Election Business and the Purchased Assets, through the
Closing Date, (a) timely filed all returns and reports of or for Taxes,
including information returns; (b) paid all Taxes which are shown to have come
due pursuant to such returns or reports; and (c) paid all other Taxes for which
a notice of or assessment or demand for payment has been received other than
Taxes being contested in good faith.  All such returns or reports have been
prepared in all material respects in accordance with all





                                      -25-
   26
applicable laws and rules and regulations of Authorities and accurately reflect
the taxable income (or other measure of Tax) of Seller and/or Seller's
Shareholder.

       3.25   FULL DISCLOSURE.   No representation, warranty, covenant or
agreement made by Seller in this Agreement or any certificate, instrument or
other document delivered at Closing pursuant hereto will contain any false or
misleading statement of a material fact, or omit any material fact required to
be stated therein or necessary in order to make the statements therein when
viewed as a whole in the context made not false or misleading.

       3.26   INVESTMENT REPRESENTATIONS.  Seller (a) acknowledges and
understands that the Note has not been, and will not be, registered under the
Securities Act of 1933, as amended or any state securities law, and is being
offered and sold in reliance upon federal and state exemptions for transactions
not involving any public offering; (b) is acquiring the Note solely for its own
account for investment purposes, and not with a view to distribution thereof;
(c) is a sophisticated investor with knowledge and experience in business and
financial matters; (d) has received information concerning Purchaser and has
had the opportunity to obtain additional information as necessary in order to
evaluate the merits and risks inherent in holding the Note; and (e) is able to
bear the economic risk and lack of liquidity inherent in holding the Note.

       3.27   EFFECTIVE DATE BALANCE SHEET OF ELECTION DIVISION.  The Effective
Date Balance Sheet of the Election Division shall be true, complete and correct
in all material respects.

                                   ARTICLE 4.
                  REPRESENTATIONS AND WARRANTIES OF PURCHASER

       Purchaser represents and warrants to Seller (which representations and
warranties shall be true and correct on the date of execution hereof and as of
the Effective Date) as follows:

       4.1    ORGANIZATION; QUALIFICATION AND CORPORATE POWER.  Purchaser is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, and is duly organized to carry on the business
presently being conducted by it.  Purchaser is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction where
qualification is required.  Schedule 4.1 hereto lists the jurisdictions in
which qualification of Purchaser is required.

       4.2    AUTHORITY AND ENFORCEABILITY.  Purchaser has full corporate power
and authority to make, execute, deliver and perform this Agreement and the
execution, delivery and performance of this Agreement by it have been duly
authorized by all necessary corporate action on its part. This Agreement has
been duly executed and delivered by Purchaser and constitutes the valid and
legally binding obligation of each of Purchaser enforceable in accordance with
its terms and conditions.   Except as disclosed in Schedule 4.2 hereto,
Purchaser is not required to give any notice to, make any filing with or obtain
any authorization, consent or approval of any Authority or Person in order for
the parties to consummate the transactions contemplated by this Agreement.

       4.3    NONCONTRAVENTION.  Neither the execution or delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(a) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge or other restriction of any Authority to which
Purchaser is subject or any provision of the certificate of incorporation or
bylaws, as amended, of Purchaser; or (b) conflict with, result in a breach of,
constitute a default under, result





                                      -26-
   27
in the acceleration of, create in any party the right to accelerate, terminate,
modify or cancel or require any notice under any agreement, contract, lease,
license, instrument or other arrangement to which Purchaser is a party or by
which it is bound or to which any of its assets are subject (or result in the
imposition of a Lien, restriction and/or condition upon any of their respective
assets).

       4.4    SUBSIDIARIES.   Set forth on Schedule 4.4 hereto is a list of
each subsidiary of Purchaser and each business entity over which the Purchaser
has, directly or indirectly, the authority to elect a majority of the Board of
Directors or other governing body.  Purchaser has no plans to assign any of the
Purchased Assets to any other business entity, excluding any subsidiary of
Purchaser.

       4.5    ASSETS.   Purchaser has good and marketable title to, or a valid
leasehold interest or license in, as applicable, all of its assets, free and
clear of all Liens, restrictions and/or conditions, other than those properly
reflected in the Most Recent Balance Sheet of Purchaser.

       4.6    FINANCIAL STATEMENTS.   The books of account and related records
of Purchaser correctly, accurately and completely reflect all of its assets,
Liabilities and transactions in accordance with GAAP consistently applied.
Purchaser has delivered to Seller the audited (except as otherwise noted)
balance sheets and statements of income, changes in stockholders' equity and
cash flow for Purchaser as of and for the fiscal years ended September 30,
1996, September 30, 1995, September 30, 1994 and September 30, 1993 and for the
nine (9) months ended June 30, 1997 (unaudited) (collectively the "Purchaser
Financial Statements").  The Purchaser Financial Statements (including the
notes thereto) (a) are in accordance with the books and records of Purchaser;
(b) have been prepared in accordance with GAAP consistently applied; and (c)
fairly present the financial  condition, assets and Liabilities of Purchaser at
their respective dates and the results of its operations and changes in
stockholders' equity and cash flow for such fiscal year and period, except that
the unaudited financial statements lack footnotes and other presentation items.

       4.7    ABSENCE OF CHANGE.   Since the Most Recent Balance Sheet Date,
there has not been any change in Purchaser which could reasonably be expected
to have a Material Adverse Effect on Purchaser.

       4.8    UNDISCLOSED LIABILITIES.   Purchaser does not have any Liability
(and there is no basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim or demand against it giving
rise to any Liability), except for (a) Liabilities set forth on the face of or
provided for in the Most Recent Balance Sheet of Purchaser (rather than in any
notes thereto); and (b) Liabilities which have arisen after the Most Recent
Balance Sheet Date in the ordinary course of business consistent with past
practice (none of which results from, arises out of, relates to, is in the
nature of or was caused by any breach of contract, breach of warranty, tort,
infringement or violation of law).

       4.9    LITIGATION AND CLAIMS.   Schedule 4.9 hereto sets forth each
instance in which Purchaser (a) is subject to any outstanding injunction,
judgment, order, decree, ruling or charge or (b) is a party or is threatened to
be made a party or has been a party within the past three (3) years to any
action, suit, proceeding, hearing or investigation of, in, or before any court
or quasi-judicial or administrative agency of any federal, state, local or
foreign jurisdiction or before any arbitrator.  None of the actions, suits,
proceedings, hearings and investigations set forth in Schedule 4.9 which are
pending or threatened could reasonably be expected to result in any Material
Adverse Effect on





                                      -27-
   28
Purchaser.  Purchaser does not have any reason to believe that any such action,
suit, proceeding, hearing or investigation may be brought or threatened against
Purchaser.

       4.10   LEGAL COMPLIANCE.   Except as disclosed in Schedule 4.10 hereto
and as to environmental matters which shall be governed by Section 4.11 below,
Purchaser has complied in all material respects with all applicable laws,
ordinances, rules, regulations and orders of all Authorities, and no notice,
citation, summons, charge or order has been issued, no complaint has been
filed, no penalty has been assessed and no action, suit, proceeding, hearing,
investigation or review is pending or threatened by any Authority against
Purchaser alleging any failure to so comply.  Purchaser has obtained all
licenses, permits, certificates, approvals, authorizations and registrations
required to conduct the business of Purchaser, a listing of which is set forth
on Schedule 4.10, and such licenses, permits, certificates, approvals,
authorizations and registrations are current and have not been revoked,
suspended, canceled or terminated.

       4.11   ENVIRONMENTAL MATTERS.    Except as disclosed in Schedule 4.11
hereto, Purchaser (a) has complied with the Environmental Laws in all respects
(and no notice, citation, summons, charge or order has been issued, no
complaint has been filed, no penalty has been assessed and no action, suit,
proceeding, hearing, investigation or review is pending or threatened  by any
Authority against Purchaser alleging any such failure to comply), (b) has
obtained and been in compliance with all of the terms and conditions of all
licenses, permits, certificates, approvals, authorizations and registrations
which are required under the Environmental Laws; and (c) has complied in all
respects with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables which are
contained in the Environmental Laws.

       4.12   INTELLECTUAL PROPERTY.   Purchaser has the valid right to use all
of the Intellectual Property utilized by Purchaser in the conduct of its
business.  To the knowledge of Purchaser, no third party has interfered with,
infringed upon, misappropriated or otherwise come into contact with any of the
material Intellectual Property of Purchaser.  Purchaser has not interfered
with, infringed upon, misappropriated or otherwise come into conflict with any
Intellectual Property rights of third parties.

       4.13   ALL ASSETS; CONDITION OF ASSETS.   Purchaser possesses all of the
assets, services, properties and contracts which are necessary for the
operation of its business as presently conducted.  Purchaser's tangible assets
have been maintained in accordance with normal industry practice.

       4.14   INVENTORY.

              (a)    Except to the extent reserved against in the Most Recent
       Balance Sheet of Purchaser, all of the inventory held by Purchaser is
       merchantable and fit for the purpose for which it was procured or
       manufactured, and none of such Inventory is slow moving, obsolete,
       damaged or defective.

              (b)    All of the inventory of Purchaser is the property of
       Purchaser, except for sales made in the ordinary course of business
       consistent with past practice since the Most Recent Balance Sheet Date,
       and for each of these sales either the purchaser has made full payment
       or the purchaser's liability or obligation to make payment is fully
       reflected on the books of Purchaser.  Except as set forth on Schedule
       4.14 hereto, no part of Purchaser's





                                      -28-
   29
       inventory has been pledged as collateral or is held by Purchaser on
       consignment from others.  The amount of inventory shown on the Most
       Recent Balance Sheet of Purchaser is based on quantities determined by
       physical count or measurement.

       4.15   EMPLOYEES.    Except as disclosed on Schedule 4.15 hereto, to the
Knowledge of Purchaser, no executive, officer or key employee or group of
employees of Purchaser has any plans to terminate employment with Purchaser.
No part of Purchaser's business is a party to or bound by any collective
bargaining agreement, nor has it experienced any strikes, grievances, claims or
unfair labor practices or other collective bargaining disputes during the
preceding three (3) years.  Purchaser has not committed any unfair labor
practice.  No organizational effort is presently being made or threatened by or
on behalf of any labor union with respect to Purchaser's employees.

       4.16   TAXES.    Purchaser has and shall have through the Closing Date,
(a) timely filed all returns and reports of or for Taxes, including information
returns; (b) paid all Taxes which are shown to have come due pursuant to such
returns or reports; and (c) paid all other Taxes for which a notice of or
assessment or demand for payment has been received.  All such returns or
reports have been prepared in all material respects in accordance with all
applicable laws and rules and regulations of Authorities and accurately reflect
the taxable income (or other measure of Tax) of Purchaser.

       4.17   FULL DISCLOSURE.   No representation, warranty, covenant or
agreement made by Purchaser in this Agreement or any certificate, instrument or
other document delivered at Closing pursuant hereto will contain any false or
misleading statement of a material fact, or omit any material fact required to
be stated therein or necessary in order to make the statements therein when
viewed as a whole in the context made not false or misleading.

                                   ARTICLE 5.
                             PRE-CLOSING COVENANTS

       The parties hereto agree as follows with respect to the period between
the execution of this Agreement and the Closing:

       5.1    GENERAL.   Each of the parties shall use its reasonable best
efforts to take all actions and do all things necessary, proper or advisable in
order to consummate and make effective the transactions contemplated by this
Agreement (including satisfaction, but not waiver, of the Closing conditions
set forth in Article 7 below).

       5.2    NOTICES AND CONSENTS.   Each of the parties shall give any
notices to, make filings with and use their reasonable best efforts to obtain
any authorizations, consents and approvals of Authorities or Persons in
connection with the matters referred to in Sections 2.4(c), 3.2 and 4.2. above.
Without limiting the generality of the foregoing, each of the parties shall
file or cause to be filed any notification and report forms and related
material that may be required to be filed with the Federal Trade Commission and
the Antitrust Division of the United States Department of Justice under the HSR
Act, and shall make any further filings pursuant thereto that may be necessary
in connection therewith.

       5.3    OPERATION OF BUSINESS OF ELECTION BUSINESS; ACCESS TO
INFORMATION; NOTICE OF DEVELOPMENTS.   From the date of this Agreement to the
Closing, Seller shall:





                                      -29-
   30
              (a)    Conduct, carry on, maintain and preserve the business of
       the Election Business, keep available the services of the Employees,
       agents and representatives of the Election Business, preserve the
       goodwill of suppliers, customers and others having business relations
       with it, and maintain the Purchased Assets, as well as its books of
       account, records and files, all in the ordinary course of business
       consistent with past practice;

              (b)    Not, without the prior written consent of Purchaser except
       as required under this Agreement, (i) enter into any contract or
       commitment, waive any right or enter into any other transactions which
       could cause a Material Adverse Effect on the Election Business and, in
       the case of any contract or commitment to sell Products or services,
       which does not provide for a profit margin consistent with past
       practices other than as proposed or bid to customers prior to the date
       hereof; (ii) sell, dispose of, mortgage, pledge or subject to any Lien,
       restriction or condition any of the Purchased Assets other than in the
       ordinary course of business consistent with past practice; (iii) acquire
       or agree to acquire by purchase or otherwise any material amount of
       assets for the Election Business which would be included as part of the
       Purchased Assets other than in the ordinary course of business; (iv)
       increase the compensation payable to the Employees (except for increases
       consistent with past practices); (v) grant any severance or termination
       pay to, or enter into any employment or severance agreement with any
       Employee other than in the ordinary course of business consistent with
       past practice; (vi) commit a breach of or default under any Assigned
       Contract; (vii) violate any applicable law, regulation, ordinance,
       order, injunction or decree of any Authority; (viii) fail to file
       required reports and returns with any Authority; or (ix) fail to
       promptly pay all taxes, assessments, penalties or tax payments lawfully
       levied or assessed against it or any of the Purchased Assets;

              (c)    Not take or omit to take any action, which action or
       omission would, or is reasonably likely  to, result in (i) any of the
       representations and warranties of Seller and Seller's Shareholder set
       forth in this Agreement becoming untrue; or (ii) any of the conditions
       to Closing set forth in Article 7 not being satisfied;

              (d)    Furnish or deliver to Purchaser and Purchaser's
       representatives all documents, records and information concerning the
       affairs of the Election Business and the Purchased Assets as Purchaser
       may reasonably request in connection with Purchaser's due diligence
       investigation of the Election Business; and

              (e)    Give prompt written notice to Purchaser of any event or
       occurrence of which either Seller or Seller's Shareholder is aware and
       which is causing or may cause a breach of any of the representations and
       warranties in Article 3 above, or of any other event or occurrence that
       has or is reasonably likely to have a Material Adverse Effect on the
       Election Business.   No disclosure by Seller pursuant to this Section
       5.3, however, shall be deemed to prevent or cure any misrepresentation,
       breach of warranty or breach of covenant.

       Seller represents and warrants to Purchaser that Seller has complied
with and observed each of the covenants in this Section 5.3 since the Effective
Date.

       5.4    OPERATION OF BUSINESS OF PURCHASER; ACCESS TO INFORMATION; NOTICE
OF DEVELOPMENTS.   From the date of this Agreement to the Closing, Purchaser
shall:





                                      -30-
   31
              (a)    Conduct, carry on, maintain and preserve the business of
       Purchaser, keep available the services of its employees, agents and
       representatives, preserve the good will of suppliers, customers and
       others having business relations with it, and maintain its assets and
       properties, as well as its books of account, records and files, all in
       the ordinary course of business consistent with past practice;

              (b)    Not take or omit to take any action, which action or
       omission would, or is reasonably likely to, result in (i) any of the
       representations and warranties of Purchaser set forth in this Agreement
       becoming untrue; or (ii) any of the conditions to Closing set forth in
       Article 7 not being satisfied;

              (c)    Furnish or deliver to Seller and Seller's representatives
       all documents, records and information concerning the affairs of the
       Purchaser as Seller may reasonably request in connection with Seller's
       due diligence investigation of Purchaser; and

              (d)    Give prompt written notice to Seller of any event or
       occurrence of which Purchaser is aware and which is causing or may cause
       a breach of any of the representations and warranties in Article 4
       above, or of any other event or occurrence that has or is reasonably
       likely to have a Material Adverse Effect on Purchaser.  No disclosure by
       Purchaser pursuant to this Section 5.4, however, shall be deemed to
       prevent or cure any misrepresentation, breach of warranty or breach of
       covenant.

       Purchaser represents and warrants to Seller and Seller's Shareholder
that Purchaser has complied with and observed each of its covenants in this
Section 5.4 since the Effective Date.

       5.5    SUBSEQUENT ACQUISITION PROPOSALS.   Neither Seller nor Seller's
Shareholder shall,  nor shall they permit any Affiliate of, or director,
officer or employee of, or any investment banker, attorney, accountant or other
representative or agent retained by, or acting with the authority of, either of
them to solicit, initiate, encourage (including by way of furnishing
information), endorse or enter into any agreement with respect to, or take any
other action to facilitate any inquiries or the making of any proposal that
constitutes, or may be reasonably expected to lead to, any Acquisition Proposal
(as defined below).  Without limiting the generality of the foregoing, it is
understood that any violation of the restrictions set forth in the preceding
sentence by any such director, officer or employee of Seller, Seller's
Shareholder or any of their Affiliates, or any investment banker, attorney,
accountant or other representative or agent, whether or not such Person is
purporting to act on behalf of Seller and/or Seller's Shareholder, shall be
deemed to be a breach and violation of this Section 5.5 by Seller and Seller's
Shareholder.  Notwithstanding the foregoing, prior to the Closing, Seller may,
directly or indirectly, furnish information and access, in each case in
response to unsolicited requests therefor, to any Person pursuant to
appropriate confidentiality agreements and may participate in discussions and
negotiate with such Person concerning any Acquisition Proposal, if Seller's
board of directors determines in its good faith judgment that such action is
appropriate in furtherance of the best interests of the shareholders of
Seller's Shareholder.  In addition, Seller may direct its officers and other
appropriate personnel to cooperate with and be reasonably available to consult
with any such Person.  In no event will Seller, Seller's Shareholder or any of
their Affiliates, enter into any agreement with any Person with respect to any
Acquisition Proposal while this Agreement is in effect.   Except for the sole
purpose of implementing the termination of this Agreement as permitted under
Section 9.1(d) below, Seller's and Seller's Shareholder's boards of directors
will not approve or recommend any Acquisition Proposal or any other acquisition
of the Election Business or any of the Purchased Assets other than the
transactions contemplated by this





                                      -31-
   32
Agreement.  Seller will promptly communicate to Purchaser the terms of any
proposal, discussion or negotiation (no matter how preliminary) and the
identity of the Person making such proposal which they, or any one of them, may
receive in respect to any actual or potential Acquisition Proposal.  For
purposes of this Agreement, "Acquisition Proposal" shall mean any proposal,
other than a proposal by Purchaser or any of its Affiliates, for a merger,
exchange of capital stock or other business combination involving Seller or any
proposal or offer to acquire in any manner substantial equity interests in
Seller or a substantial portion of its assets, including, but not limited to,
the Purchased Assets.

       5.6    WARN ACT.  Seller shall take all actions, including, but not
limited to, the provision of timely and appropriate notice, consistent with and
in full compliance with the requirements of the WARN Act and any other
applicable state, local or foreign law, to the Employees with respect to any
Employee termination and/or plant closing event(s) triggering such requirements
as a result of the transactions contemplated hereby.  Seller shall provide
Purchaser with a copy of such notice(s) at least seven (7) days prior to their
distribution to Employees.  Seller shall be solely responsible for any
Liability resulting from violation of the WARN Act or any other applicable
state, local or foreign law as a result of any termination of Employees and/or
plant closing and for any obligation to provide notice to such Employees.

       5.7    UPDATED SELLER SCHEDULES.  Not later than the Closing, Seller
shall deliver to the Purchaser proposed amendments to the schedules called for
in Article 3 necessary to cause the representations and warranties provided for
therein, as modified by such schedules, to be true and correct.
Notwithstanding the delivery of proposed amendments to the schedules provided
for herein, no such proposed amendment shall actually amend any schedule to
this Agreement without the written consent of the Purchaser, and no such
proposed amendment shall constitute an admission  of liability by Seller or
Seller's Shareholder or be admissible for any purpose in connection with any
legal or other proceeding seeking to enforce any remedy of Purchaser hereunder.
The fact that the Purchaser proceeds with Closing after receipt of such
proposed amendments to any schedule shall not be construed as a consent of the
Purchaser to such proposed amendments or as a waiver of any claim which the
Purchaser may have with respect thereto.

       5.8    UPDATED PURCHASER SCHEDULES.  Not later than the Closing,
Purchaser shall deliver to Seller proposed amendments to the schedules called
for in Article 4 necessary to cause the representations and warranties provided
for therein, as modified by such schedules, to be true and correct.
Notwithstanding the delivery of proposed amendments to the schedules provided
for herein, no such proposed amendment shall actually amend any schedule to
this Agreement without the written consent of Seller, and no such proposed
amendment shall constitute an admission  of liability by Purchaser or be
admissible for any purpose in connection with any legal or other proceeding
seeking to enforce any remedy of Seller hereunder.  The fact that Seller
proceeds with Closing after receipt of such proposed amendments to any schedule
shall not be construed as a consent of Seller to such proposed amendments or as
a waiver of any claim which Seller may have with respect thereto.

                                   ARTICLE 6.
                       CLOSING AND POST-CLOSING COVENANTS

       The parties hereto agree as follows with respect to the period as of and
following the Closing:





                                      -32-
   33
       6.1    GENERAL.    In case at any time after the Closing any further
action is necessary or desirable to carry out the purposes of this Agreement,
each of the parties shall take such further action (including the execution and
delivery of such further instruments and documents) as any other party
reasonably may request, all at the sole cost and expense of the requesting
party (unless the requesting party is entitled to indemnification therefor
under Article 8 below).  Seller acknowledges and agrees that from and after
the Closing, Purchaser shall be entitled to possession of all documents, books,
records (including Tax records), agreements and financial data of any sort
relating to the Purchased Assets except to the extent that any such documents,
books, records (including Tax records), agreements and financial data shall
constitute Excluded Assets.

       6.2    POST-CLOSING COOPERATION, ACCESS TO INFORMATION AND RETENTION OF
RECORDS.

              (a)    Without limiting the generality of Section 6.1 above,
       Seller and Seller's Shareholder and Purchaser shall cooperate fully with
       each other after the Closing so that each party has access to the
       business records, contracts and other information existing at the
       Closing Date and relating in any manner to the Purchased Assets, the
       Assumed Liabilities or the conduct of the Election Business (whether in
       the possession of Seller, Seller's Shareholder or Purchaser).  In
       addition, to the extent that Purchaser has possession of any business
       records, contracts or other information which Seller is obligated,
       pursuant to the Sequoia Agreement or the Operating Agreement to Sequoia,
       Purchaser shall be obligated to cooperate with Seller and Sequoia with
       regard thereto.  No files, books or records existing at the Closing Date
       and relating in any manner to the Purchased Assets, the Assumed
       Liabilities or the conduct of the Election Business shall be destroyed
       by any party for a period of six (6) years after the Closing Date
       without giving the other party at least thirty (30) days prior written
       notice, during which time such other party shall have the right (subject
       to the provisions of the next succeeding paragraph) to examine and to
       remove any such files, books and records prior to their destruction.

              (b)    The access to files, books and records contemplated by
       Section 6.2(a) above shall be during normal business hours and upon not
       less than two (2) days prior written request, shall be subject to such
       reasonable limitations as the party having custody or control thereof
       may impose to preserve the confidentiality of information contained
       therein as contemplated in Section 10.1 below, and shall not extend to
       material subject to a claim of privilege unless expressly waived by the
       party entitled to claim the same.

              (c)    To the extent that any asset, contract, property or right
       would be a Purchased Asset but for the application of Sections 2.2(a) or
       (j) and such asset, contract, property or right is material to the
       conduct of the Election Business consistent with past practice, the
       parties agree to divide such items in proportion to their business use,
       or to exchange proportionate value, or to otherwise offer reasonable
       accommodation such that they will be able to operate their respective
       businesses following the Effective Date.

       6.3    TRANSITION.   During the five years following the Closing,
neither Seller nor Seller's Shareholder shall take any action that is intended
to have the effect of discouraging any lessor, licensor, customer, supplier,
sales representative, dealer, distributor or other business associate of Seller
with respect to the Election Business from maintaining the same business
relationships with Purchaser as it maintained with Seller prior to the Closing.





                                      -33-
   34
       6.4    EMPLOYEE MATTERS.   Seller and Seller's Shareholder shall take
all action required to assure that Purchaser experiences no Liability with
respect to Seller's Employee Benefit Plans.  Without limiting the generality of
the foregoing, Seller agrees to take all actions as required by applicable law
to offer continuation of insurance coverage to any terminated Employees under
COBRA rules.

       6.5    CERTAIN TAXES.  Seller and Purchaser shall share equally all
state and local sales, use, transfer, recording and other similar taxes and
fees with respect to the sale and purchase of the Purchased Assets.

       6.6    NONCOMPETITION, NONINTERFERENCE AND CONFIDENTIALITY AGREEMENT.
At the Closing, Seller and Seller's Shareholder on the one hand and Purchaser,
AIS Investors, Inc., Purchaser's parent company ("AISI") and McCarthy Group,
Inc., on the other, shall enter into a mutual Noncompetition, Noninterference
and Confidentiality Agreement, substantially in the form of Exhibit 6.6 hereto
(the "Noncompetition, Noninterference and Confidentiality Agreement").

       6.7    BRC LICENSE AGREEMENT. At the Closing, Seller's Shareholder,
Seller and Purchaser shall enter into a License Agreement in the form of
Exhibit 6.7 hereto (the "BRC License Agreement").

       6.8    CREDIT ARRANGEMENTS.  Prior to the Closing, Purchaser and
Majority Stockholders shall arrange for Purchaser to obtain financing
sufficient to permit Purchaser to make the cash payments to Seller contemplated
hereunder and Seller shall have been provided evidence, reasonably satisfactory
to Seller, thereof.  Prior to the Closing, Purchaser and Majority Stockholders
shall arrange for each condition precedent to any lender advancing funds under
the agreement contemplated by the foregoing sentence, to have been satisfied or
waived and Purchaser shall either have available to it the funds necessary to
consummate the transactions contemplated by it hereunder or such funds shall be
available, without restriction, subject only to the occurrence of the Closing.

       6.9    CAPITAL CONTRIBUTION.  Majority Stockholders shall contribute not
less than $10 million to the capital of Purchaser prior to Closing.

       6.10   ADDITIONAL FINANCIAL STATEMENTS. After Closing, Seller shall
cooperate with Purchaser preparing the necessary financial statements with
respect to the Election Business as may be necessary in order for Purchaser to
consummate a public offering of its common stock which shall include, without
limitation, arranging for audited financial statements for the Election
Business.

       6.11   COMMISSION.  The parties acknowledge that Seller has incurred
expense for research  and  development in connection  with a  proposal to
provide election  hardware  to the [ ] (the "[                   ] Customers").
The parties further anticipate that a contract from one or more of the [ ]
Customers may be awarded prior to the Closing Date, but in all events, all
performance under any such contract, regardless if it is awarded before or
after the Closing Date, will be rendered by Purchaser.  Seller agrees to
provide Purchaser general consultation with respect to the election hardware
equipment proposed to be delivered to the [        ] Customers.  In
consideration of such consultation, Purchaser agrees that in





                                      -34-
   35
the event that Purchaser receives any such contract prior to April 30, 1999
(either through award to it or through assuming it as an Assigned Contract),
Purchaser shall pay Seller a commission equal to the product of (a) the sum of
(i) the revenue collected minus (ii) the direct production costs associated
with producing goods provided under such contracts and minus (iii) any
commission payable to Persons other than Employees multiplied by (b) 50%, but
not to exceed a total commission amount of $2,000,000.00, provided, however, no
more than $1,000,000.00 of said total commission amount may be earned on any
contract awarded after April 30, 1998.  For purposes hereof, direct production
costs shall not include amortization of intangible assets or selling, general
or administrative expenses and shall be determined in accordance with GAAP.
Any commission becoming due under this Section 6.13 from Purchaser to Seller
shall be due and payable within ten (10) days of receipt by Purchaser of the
proceeds under such contract from either of the [            ] Customers.

       6.12   LIMITATION ON DEBT.  While the Note remains outstanding,
Purchaser agrees not to incur term debt in the aggregate in excess of
$27,500,000.00 plus working capital debt extended by Purchaser's primary lender
from time to time and shall not reborrow under such term debt.  Seller shall
execute and deliver a subordination agreement with Purchaser's primary lender
subordinating the indebtedness under the Note and the security interest in the
assets of Purchaser and providing, in addition to other terms reasonably deemed
appropriate by such primary lender, that Seller will be entitled to receive
interest payments on the Note currently if both before and after the payment
Purchaser is not in default under the Purchaser's credit arrangement with the
primary lender.  No provision of any subordination agreement between Seller
and the Purchaser's primary lender shall require that the Seller waive any
rights it may have with respect to any collateral pledged to it by any
shareholder of the Purchaser or of AISI or that Seller permit  any such
collateral to become subject of any lien in favor of the Purchaser's primary
lender. Notwithstanding the foregoing, the Purchaser shall use reasonable
efforts to secure for the Seller the right to exercise as many of the rights of
Seller set forth in the Collateral Agreements, notwithstanding the continuing
existence of any indebtedness to the Purchaser's primary lender as shall be
possible. In addition, the Purchaser shall use reasonable efforts to obtain for
the Seller and Seller's Shareholder, the right to purchase, at par and without
penalty, any indebtedness or other obligations to such primary lender and to
receive an assignment from such lender, without recourse, of such lender's
rights under any loan agreement and all guarantees, pledge agreement and the
like, at any time that the Purchaser shall be in default thereunder.  Seller
covenants with Purchaser that Seller will perform its obligations under any
subordination agreement entered into with Purchaser's primary lender.

       6.13   HARDWARE PAYMENT COMPONENT.  Purchaser specifically acknowledges
and agrees that the Purchased Assets and the Op-Scan Assets do not include the
Hardware Payment Component and that the Purchaser, or, if requested by Seller,
a mutually agreed upon third party trustee, shall serve as the trustee for
purposes of initial receipt of all payments relating to the underlying customer
contracts and shall divide and distribute such payments based on Schedule
2.2(d).  Purchaser will be responsible to Seller for collection of the Hardware
Purchase Component and liable for performance of the related service
commitments of the underlying customer contracts.  All payments of the Hardware
Payment Component shall be remitted to Seller within ten (10) days of the end
of the month of receipt of such payment.  The same timing of remittance shall
be true in the case of amounts due the Purchaser in the case of administration
of payment receipts by a third party trustee.





                                      -35-
   36
       6.14   SALE OF OP-SCAN ASSETS.  Seller shall use its reasonable best
efforts to cause the transactions contemplated by the Sequoia Agreement to be
consummated concurrently with the Closing.

       6.15   OPERATING AGREEMENT.  At the Closing, Seller's Shareholder,
Seller and Purchaser shall enter into the Operating Agreement with Sequoia in
the form of Exhibit 6.15 hereto (the "Operating Agreement").

       6.16   SALES REPRESENTATIVE AGREEMENT.  At the Closing, Seller and
Purchaser shall enter into a Sales Representative Agreement in the form of
Exhibit 6.16 hereto (the "Sales Representative Agreement").

       6.17   SPECIFIC SEVERANCE LIABILITY.  In the event that at the time of
Closing the Assigned Contracts include any written agreements with [ ]
providing for severance pay, Seller and Seller's Shareholder shall remain
responsible for any amounts becoming payable to [               ] for severance
pay under said agreements, regardless of the circumstances under which the duty
to pay severance pay arises.  In the event that at the time of Closing there
are no written agreements with [                ] covering severance issues, as
between the parties to this Agreement, Seller and Seller's Shareholder shall
remain responsible for any severance pay due to [           ] upon termination
of his employment by Purchaser regardless of the circumstances of termination
to the extent based on any oral agreements or alleged oral agreements made by
Seller or Seller's Shareholder with [              ].  The obligations of
Seller and Seller's Shareholder under this Section 6.17 shall not be subject to
the terms of Section 8.4(c) below.

                                   ARTICLE 7.
                        CONDITIONS PRECEDENT TO CLOSING

       7.1    CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION.   The obligation
of Purchaser to purchase the Purchased Assets, assume the Assumed Liabilities
and otherwise consummate the transactions to be performed by it in connection
with the Closing is subject to the satisfaction, at or prior to the Closing, of
all of the conditions set forth in this Section 7.1.   Purchaser may waive any
or all of these conditions (except the condition set forth in Section 7.1(e) or
(h)) in whole or in part without prior notice provided no such waiver shall
constitute a waiver by Purchaser of any of its other rights or remedies, at law
or in equity, for breach or default by Seller and/or Seller's Shareholder of
any of their representations, warranties or covenants in this Agreement.

              (a)    The representations and warranties by Seller and Seller's
       Shareholder contained in Sections 3.1(a) and (c), 3.2 and 3.3(a) shall
       be true and correct when made and on and as of the Closing Date in all
       respects and the representations and warranties by Seller and Seller's
       Shareholder in the remaining sections of Article 3 shall be true and
       correct when made and on and as of the Effective Date.

              (b)    Seller and/or Seller's Shareholder has performed and
       complied with in all material respects with its covenants, agreements
       and obligations specifically set forth in Sections 2.7, 2.8 and 5.7,
       provided Seller and/or Seller's Shareholder's actions under Section 5.7
       shall not constitute a condition precedent to the Purchaser's obligation
       to consummate the transactions herein on the account of the actual
       content, or changes, which are made by Seller to such schedules.
       Notwithstanding the foregoing, failure of Seller and/or Seller's
       Shareholder to perform, comply with or satisfy any of its covenants,





                                      -36-
   37
       agreements and obligations specifically set forth in any other Section
       of this Agreement shall be deemed to be a condition to Closing if such
       failure to perform, comply with or satisfy such covenant, agreement or
       obligation could reasonably be expected to result in claims for
       indemnification by Purchaser under Section 8.2(a) in excess of
       $15,000,000.00 in the aggregate.

              (c)    No action, suit or proceeding shall be pending or
       threatened before any Authority wherein an unfavorable injunction,
       judgment, order, decree, ruling or charge would (i) prevent the
       consummation of any of the transactions contemplated by this Agreement;
       (ii) cause any of the transactions contemplated by this Agreement to be
       rescinded following consummation; (iii) materially and adversely affect
       the right of Purchaser to own the Purchased Assets and the Op-Scan
       Assets to be sold or licensed to Purchaser pursuant to the Sequoia
       Agreement as a whole or operate the Election Business.

              (d)    Purchaser shall have received a certificate or
       certificates from Seller and Seller's Shareholder, dated as of the
       Closing Date, certifying that the conditions specified in Sections
       7.1(a)-(c) above have been satisfied in all respects.

              (e)    Seller and/or Seller's Shareholder shall have taken all
       action required of Seller and/or Seller's Shareholder and shall have
       procured and delivered to Purchaser all Material Contract Consents
       contemplated by Section 2.4(c) above and all applicable waiting periods
       (including any extensions thereof) under the HSR Act shall have expired
       or otherwise been terminated and all objections of the States to the
       transactions herein shall have been resolved to satisfaction of
       Purchaser.

              (f)    Seller shall have fully complied with the provisions of
       Section 5.6 above, if applicable.

              (g)    Seller and Seller's Shareholder shall have each executed
       and returned the Noncompetition, Noninterference and Confidentiality
       Agreement dated as of the Effective Date.

              (h)    Seller, Seller's Shareholder and Sequoia shall have
       consummated the sale of the Op-Scan Assets to Sequoia in accordance
       with the terms of the Sequoia Agreement.

              (i)    Seller and Sequoia shall have entered into the Operating
       Agreement dated as of the Closing Date.

              (j)    Sequoia shall have executed and returned the Sequoia
       License Agreement dated as of the Effective Date.

              (k)    Seller and Seller's Shareholder shall have executed and
       returned the BRC License Agreement dated as of the Effective Date.

              (l)    Seller and Sequoia shall have executed and returned the
       Sales Representative Agreement dated as of the Effective Date.

              (m)    Purchaser shall have received from counsel to Seller an
       opinion in form and substance as set forth in Exhibit 7.1(m) hereto
       addressed to Purchaser and dated as of the Effective Date.





                                      -37-
   38
              (n)    Purchaser shall have received a certificate of good
       standing or existence, as applicable, of the Seller, dated not more than
       seven (7) days prior to the Effective Date.

       7.2    CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.   The obligations
of Seller to sell the Purchased Assets and otherwise consummate the
transactions to be performed by it in connection with the Closing is subject to
the satisfaction, at or prior to the Closing, of all of the conditions set
forth in this Section 7.2.  Seller may waive any or all of these conditions
(except the condition set forth in Section 7.2(f)) in whole or in part without
prior notice.

              (a)    The representations and warranties by Purchaser contained
       in Sections 4.1(a), 4.2 and 4.3(a) shall be true and correct when made
       and on and as of the Closing Date in all respects, and the
       representations and warranties by Purchaser in the remaining sections of
       Article 4 shall be true and correct when made and on and as of the
       Effective Date.

              (b)    Purchaser shall have  performed and complied in all
       material respects its covenants, agreements and obligations specifically
       set forth in Section 5.8, provided Purchaser's actions under Section 5.8
       shall not constitute a condition precedent to the Seller's or Seller's
       Shareholder's obligation to consummate the transactions herein on the
       account of the actual content, or changes, which are made by Purchaser
       to such schedules.  Notwithstanding the foregoing, except for the
       obligations described in Section 2.7 and 6.9, failure of Purchaser, AISI
       or the Majority Shareholders to perform, comply with or satisfy any of
       its covenants, agreements and obligations specifically set forth in any
       other Section of this Agreement shall be deemed to be a condition to
       Closing if such failure to perform, comply with or satisfy such
       covenant, agreement or obligation could reasonably be expected to result
       in claims for indemnification by Seller or Seller's Shareholder under
       Section 8.2(b) in excess of $5,000,000.00 in the aggregate.

              (c)    No action, suit or proceeding shall be pending or
       threatened before any Authority wherein an unfavorable injunction,
       judgment, order, decree, ruling or charge would (i) prevent the
       consummation of any of the transactions contemplated by this Agreement;
       or (ii) cause any of the transactions contemplated by this Agreement to
       be rescinded following consummation.

              (d)    Seller shall have received a certificate from Purchaser,
       dated as of the Closing Date, certifying that the conditions specified
       in Sections 7.2(a)-(c) above have been satisfied.

              (e)    Purchaser shall have taken all actions required under, and
       shall have procured all third party consents contemplated by, Section
       4.2 above, and all applicable waiting periods (including any extensions
       thereof) under the HSR Act shall have expired or otherwise been
       terminated and all objections of the States to the transactions
       contemplated herein shall have been resolved to the satisfaction of
       Seller and Seller's Shareholder.

              (f)    Seller, Seller's Shareholder and Sequoia shall have
       consummated the sale of the Op-Scan Assets to Sequoia in accordance
       with the terms of the Sequoia Agreement.

              (g)    Seller and Sequoia shall have executed and delivered the
       Operating Agreement dated as of the Closing Date.





                                      -38-
   39
              (h)    Seller and Seller's Shareholder shall have executed and
       delivered the BRC License Agreement dated as of the Effective Date.

              (i)    Seller and Sequoia shall have executed and delivered the
       Sales Representative Agreement dated as of the Effective Date.

              (j)    The Majority Stockholders shall have contributed capital
       to Purchaser as contemplated in Section 6.9.

              (k)    Purchaser's primary lender shall have entered into a
       subordination agreement with Seller containing the material terms
       contemplated in Section 6.12 above.

              (l)    Seller shall have received from counsel to Purchaser an
       opinion in form and substance as set forth in Exhibit 7.2(l) hereto
       addressed to Seller and dated as of the Effective Date.

              (m)    Seller shall have received a Certificate of good standing
       or existence, as applicable, of the Purchaser, dated not more than seven
       (7) days prior to the Closing Date.

              (n)    Seller shall have received the Note and the Collateral
       Agreements duly executed by Purchaser.

       7.3    [              ] LITIGATION.  Seller and Seller's Shareholder
agree that notwithstanding the fact that the Excluded Assets include tort and
fraud claims against [                       ], [                 ] and [ ],
without the prior written consent of Purchaser, which consent will not be
unreasonably withheld, Seller and Seller's Shareholder will not initiate
litigation pursuing said claims and will only raise said claims as a defense or
in a counterclaim in connection with litigation commenced against Seller or
Seller's Shareholder by said parties.  Purchaser agrees that in the event that
Purchaser initiates litigation or otherwise enters into a settlement with any
or all of the [ ] parties in connection with contract claims, resulting in
Purchaser realizing a positive recovery net of legal fees and expenses,
Purchaser shall remit one-half of said positive recovery to Seller within ten
(10) days of receipt of same by Purchaser.

                                   ARTICLE 8.
                                INDEMNIFICATION

       8.1    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations
and warranties contained in Sections 3.1 through 3.5, 3.12 and 3.24 shall
survive the Closing until expiration of any applicable limitations periods and
the remaining representations and warranties in Article 3 shall survive the
Closing until the second anniversary of the Effective Date.  The
representations and warranties contained in Sections 4.1 through 4.4, 4.9 and
4.10 hereof shall survive the Closing until expiration of any applicable
limitations period and the remaining representations and warranties in Article
4 shall survive the Closing until the second anniversary of the Effective Date.

       8.2    INDEMNIFICATION OBLIGATIONS.

              (a)    Seller and Seller's Shareholder shall jointly and
       severally indemnify Purchaser and hold Purchaser harmless from and
       against any and all Adverse Consequences arising out of, resulting from,
       relating to, in the nature of or caused by:





                                      -39-
   40

                     (i)    Any breach or inaccuracy of any representation,
              warranty, covenant or agreement made by Seller and/or Seller's
              Shareholder in this Agreement or in any agreement, certificate,
              instrument or other document delivered by Seller and/or Seller's
              Shareholder in connection with the Closing;

                     (ii)   The ownership or operation of the Purchased Assets
              or the Election Business prior to the Effective Date (except to
              the extent included in the Assumed Liabilities);

                     (iii)  The Retained Liabilities;

                     (iv)   Any and all Taxes with respect to all past fiscal
              years of Seller and the period ending on the Effective Date and
              all deficiencies, interest or penalties in connection therewith
              that may at any time be asserted or assessed against Seller or
              Purchaser as transferee or otherwise, by or to any Authority.

                     (v)    Any Liability or other obligation to the Employees
              of Seller with respect to any of the Employee Benefit Plan of
              Seller or Seller's Shareholder;

                     (vi)   Any (A) investigation and clean-up arising from a
              release or threatened release of hazardous substances on, in or
              about the Owned Real Property or Leased Real Property by or on
              behalf of Seller or any third party prior to the Effective Date,
              (B) investigation, preparing, prosecuting or defending any
              litigation or proceeding, commenced or threatened, relating to
              violations (and remediation and the abatement of violation) of
              any Environmental Law by Seller or any third party prior to the
              Effective Date; and (C) the correction of any condition which
              constitutes a violation of any Environmental Law by Seller or any
              third party occurring prior to the Effective Date.

                     (vii)  All matters disclosed or which should be disclosed
              on Schedule 3.9.

                     (viii) Subject to Section 8.3(e), the failure to obtain
              any consent to assignment by Seller to Purchaser of any Contract
              (other than the leases listed in Schedule 2.1(g)); provided, that
              the Purchaser shall not be entitled to indemnification under this
              Section 8.2(a)(viii) with respect to any Contract if the Adverse
              Consequences suffered by Purchaser with respect to such Contract
              do not exceed $100,000.00 unless and then only to the extent the
              aggregated Adverse Consequences with respect to all such
              Contracts having Adverse Consequences that are less than
              $100,000.00 exceeds $100,000.00 in total; provided further, that
              the Liability of Seller and Seller's Shareholder under this
              Section 8.2(a)(viii) shall be limited to two-thirds of any
              Adverse Consequences to which this Section applies.

                     (ix)   The failure to obtain any consent to assignment by
              Seller to Purchaser of the leases for the production facilities
              located in Addison, Texas and Birmingham, Alabama as described on
              Schedule 2.1(g); provided that the Liability of Seller and
              Seller's Shareholder under this Section 8.2(a)(ix) shall be
              limited to eighty percent (80%) of any Adverse Consequences to
              which this Section applies.





                                      -40-
   41
              (b)    Purchaser shall indemnify Seller and Seller's Shareholder
       and hold each harmless from and against any and all Adverse Consequences
       arising out of, resulting from, relating to, in the nature of or caused
       by:

                     (i)    Any  breach  or inaccuracy of any representation,
              warranty, covenant or agreement made by Purchaser in this
              Agreement or in any agreement, certificate, instrument or other
              document delivered by Purchaser in connection with the Closing;

                     (ii)   The ownership or operation of the Purchased Assets,
              the Election Business and Seller's business on or after the
              Effective Date (except to the extent included in the Retained
              Liabilities);

                     (iii)  The Assumed Liabilities;

                     (iv)   Any and all Taxes of Purchaser and Purchaser's
              business and all deficiencies, interest or penalties in
              connection therewith that may at any time be asserted or assessed
              against Purchaser by or to any Authority (except to the extent
              included in the Retained Liabilities);

                     (v)    Any Liabilities associated with the Restricted
              Interests or any transaction contemplated between Purchaser,
              Sequoia and Seller, or any of them in connection therewith as
              provided in Section 2.4(e);

                     (vi)   All Liabilities of Purchaser arising from or
              related to any transaction between Purchaser and any of the
              Employees, or any matter relating to any offer of employment by
              Purchaser to any of the Employees; and

                     (vii)  Any (A) investigation and clean-up arising from a
              release or threatened release of hazardous substances on, in or
              about any real property owned or leased by or on behalf of
              Purchaser prior to the Effective Date, (B) investigation,
              preparing, prosecuting or defending any litigation or proceeding,
              commenced or threatened, relating to violations (and remediation
              and the abatement of violation) of any Environmental Law by
              Purchaser or any third party prior to the Effective Date; and (C)
              the correction of any condition which constitutes a violation of
              any Environmental Law by Purchaser or any third party occurring
              prior to the Effective Date.

       8.3    MATTERS INVOLVING THIRD PARTIES.

              (a)    If any third party shall notify any party (the
       "Indemnified Party") with respect to any matter (a "Third Party Claim")
       which may give rise to a claim for indemnification against any other
       party (the "Indemnifying Party") under this Section 8.3, then the
       Indemnified Party shall promptly notify each Indemnifying Party thereof
       in writing; provided, however, that no delay on the part of the
       Indemnified Party in notifying any Indemnifying Party shall relieve the
       Indemnifying party from any obligation hereunder unless (and then solely
       to the extent) the Indemnifying Party thereby is prejudiced.

              (b)    Any Indemnifying Party will have the right to defend the
       Indemnified Party against the Third Party claim with counsel of its
       choice reasonably satisfactory to the





                                      -41-
   42
       Indemnified Party so long as (i) the Indemnifying Party notifies the
       Indemnified Party in writing within fifteen (15) days after the
       Indemnified Party has given notice of the Third Party Claim that the
       Indemnifying Party will defend the Indemnified Party from and against
       the entirety of any Adverse Consequences the Indemnified Party may
       suffer resulting from, arising out of, relating to, in the nature of, or
       caused by the Third Party Claim, (ii) the Third Party Claim involves
       only money damages and does not seek an injunction or other equitable
       relief, and (iii) the Indemnifying Party conducts the defense of the
       Third Party Claim actively and diligently.

              (c)    So long as the Indemnifying Party is conducting the
       defense of the Third Party Claim in accordance with Section 8.3(b), (i)
       the Indemnified Party may retain separate co-counsel at its sole cost
       and expense and participate in the defense of the Third Party Claim,
       (ii) the Indemnified Party will not consent to the entry of any judgment
       or enter into any settlement with respect to the Third Party Claim
       without the prior written consent of the Indemnifying Party (not to be
       withheld or delayed unreasonably), and (iii) the Indemnifying Party will
       not consent to the entry of any judgment or enter into any settlement
       with respect to the Third Party Claim without the prior written consent
       of the Indemnified Party (not to be withheld or delayed unreasonably).

              (d)    In the event any of the conditions in Section 8.3(b) above
       is or becomes unsatisfied, however, (i) the Indemnified Party may defend
       against, and consent to the entry of any judgment or enter into any
       settlement with respect to, the Third Party Claim in any manner it
       reasonably may deem appropriate (and the Indemnified Party need not
       consult with, or obtain any consent from, any Indemnifying Party in
       connection therewith), (ii) the Indemnifying Party will reimburse the
       Indemnified Party promptly and periodically for the costs of defending
       against the Third Party Claim (including reasonable attorneys' fees and
       expenses) except under Section 8.3(b)(ii), in which case the
       Indemnifying Party shall only be required to reimburse the Indemnified
       Party for one-half of the costs of defending against the Third Party
       Claim (including reasonable attorneys' fees and expenses), and (iii) the
       Indemnifying Parties will remain responsible for any Adverse
       Consequences of the Indemnified Party may suffer resulting from, arising
       out of, relating to, in the nature of, or caused by the Third Party
       Claim to the fullest extent provided in this Section 8.3.

              (e)    Notwithstanding Section 8.2(a)(viii), Seller and Seller's
       Shareholder shall not have any Liability to Purchaser to the extent that
       (i) Purchaser has not given reasonable notice to Seller that
       circumstances likely to give rise to Adverse Consequences exist and
       permitted Seller to attempt to mitigate its Liability with regard
       thereto, (ii) any Adverse Consequences related to any failure by
       Purchaser to perform the obligations of Seller under any Restricted
       Interest consistent with the terms thereof except in the case where the
       other party to the Restricted Interest did not permit Purchaser to
       perform such obligations by reason of the failure to obtain consent to
       the assignment of such Restricted Interest to Purchaser, or (iii) the
       Restricted Interest in question is not assigned because it terminates in
       accordance with its terms, including any provision permitting
       termination for convenience or lack of funding.

       8.4    GENERAL INDEMNIFICATION PROCEDURES.

              (a)    A party seeking indemnification pursuant to this Article 8
       shall give prompt notice to the party from whom such indemnification is
       sought of the assertion of any claim,





                                      -42-
   43
       or the commencement of any action, suit or proceeding, in respect of
       which indemnity may be sought pursuant to this Article 8  and will give
       the Indemnifying Party such information with respect thereto as the
       Indemnifying Party may reasonably request, but failure to give such
       notice shall not relieve the Indemnifying Party of any Liability
       hereunder (except to the extent that the Indemnifying Party has suffered
       actual prejudice thereby).  Any time limitation specified in Section 8.1
       above shall not apply to claims which have been the subject of notice
       from the Indemnified Party to the Indemnifying Party given in good faith
       prior to the expiration of such period, which notice specifies in
       reasonable detail the nature and basis of such claim.

              (b)    For purposes of this Article 8, any and all references to
       a "Material Adverse Effect" in Seller's and Seller's Shareholder's
       representations and warranties shall be disregarded.  For purposes of
       calculating the monetary amount of Adverse Consequences for which any
       claim may be made, a credit will be given to the extent of any insurance
       or other recovery received by Purchaser or Seller and Seller's
       Shareholder, as the case may be, resulting from such Adverse
       Consequences or from the subject matter giving rise to such Adverse
       Consequences.

              (c)    Neither Seller and/or Seller's Shareholder shall be
       required to indemnify Purchaser pursuant to this Article 8 unless or
       until the aggregate monetary amount of Adverse Consequences suffered by
       Purchaser exceeds $300,000.00, and in such event, Purchaser shall be
       entitled to indemnification for all Adverse Consequences including the
       initial $300,000.00.

              (d)    Purchaser shall not be required to indemnify Seller or
       Seller's Shareholder  pursuant to this Article 8 unless or until the
       aggregate monetary amount of Adverse Consequences suffered by Seller or
       Seller's Shareholder exceeds $100,000.00 and in such event, Seller or
       Seller's Shareholder shall be entitled to indemnification for all
       adverse consequences including the initial $100,000.00.

       8.5    SET OFF.   Purchaser retains the right to set off any amounts due
to Purchaser from Seller or Seller's Shareholder pursuant to this Article 8
against the Note; provided, however, there shall be no set off rights unless
and until the aggregate amounts due to Purchaser pursuant to this Article 8
exceed $500,000.00 and then only to the extent such amounts exceed $500,000.00
up to a maximum set off right of $5,000,000.00.  This Section 8.5 shall not
limit Seller's rights to enforce the Note in full, subject only to amounts
lawfully offset.

                                   ARTICLE 9.
                                  TERMINATION

       9.1    TERMINATION.   This Agreement may be terminated at any time prior
to Closing:

              (a)    By mutual written consent of Purchaser and Seller;

              (b)    By Purchaser or Seller if the Closing shall not have
       occurred by December 31, 1997, if all conditions precedent to the
       terminating party's obligation to proceed with the transactions
       contemplated by this Agreement have not been satisfied and such
       terminating party does not desire to waive such condition(s); provided,
       however, that this right to terminate the Agreement shall not be
       available to any party whose intentional





                                      -43-
   44
       failure to fulfill any obligation under this Agreement has been the
       cause of or resulted in the failure of the Closing to occur on or before
       such date; or

              (c)    [INTENTIONALLY LEFT BLANK.]

              (d)    (i)    By Purchaser if, prior to the Closing and pursuant
              to Section 5.5 above,  Seller's board of directors or a committee
              thereof shall have withdrawn or modified in any manner adverse to
              Purchaser its approval or recommendation of this Agreement and
              the transactions contemplated hereunder or shall have recommended
              another merger, consolidation, business combination with or
              acquisition of Seller or its assets, or a tender offer for the
              capital stock of Sellers, with or by another Person, other than
              Purchaser or any of its Affiliates, or shall have resolved to do
              any of the foregoing.

                     (ii)   By Seller if, prior to the Closing and pursuant to
              Section 5.5 above, its board of directors or a committee thereof
              by resolution determines that a bona fide proposal or offer by
              another Person, other than Purchaser or its Affiliates, to
              consummate a transaction with Seller is more favorable to
              Seller's Shareholder than the transactions contemplated under
              this Agreement including, without limitation, if the board of
              directors of Seller accepts an Acquisition Proposal from another
              Person of a nature permitted by Section 5.5.

       9.2    EFFECT OF TERMINATION.  In the event of termination of this
Agreement by either Purchaser or Seller as provided in Section 9.1 above, all
obligations of the parties under this Agreement shall terminate without
Liability of any party to any other party, except (a) that the obligations set
forth in Sections 10.1 through 10.5 below shall survive any such termination;
and (b) for Liability for any willful breach of this Agreement; and (c) Seller
shall immediately pay $3,750,000.00 in cash or in certified funds to Purchaser
upon termination of this Agreement pursuant to Section 9.1(d) above.

                                  ARTICLE 10.
                                 MISCELLANEOUS

       10.1   CONFIDENTIALITY.  Purchaser and Seller and Seller's Shareholder
and their respective representatives agree to keep and maintain the terms of
the transaction contemplated by this Agreement confidential.  Purchaser and
Seller and Seller's Shareholder and their respective representatives will treat
and hold as confidential any and all information, materials, data and documents
in all forms (whether written or otherwise) relating to the Excluded Assets and
the businesses associated therewith and/or the Election Business and the
Purchased Assets ("Confidential Information").  Purchaser and Seller and
Seller's Shareholder and their respective representatives shall refrain from
using any such Confidential Information in any manner or for any purpose not in
connection with this Agreement or in any manner or for any purpose detrimental
to the business of the other party or any party's interest, and shall upon
consummation of the transactions contemplated by this Agreement deliver
promptly to the applicable party or destroy, at the request and option of such
party, all tangible embodiments (including computer records) of such
Confidential Information which are in its possession (except that Confidential
Information regarding the Election Business and the Purchased Assets shall
become the Confidential Information relating to Purchaser as of the Closing).
In the event that any party hereto is requested or required (by oral question
or request for information for documents in any legal proceeding,
interrogatories,





                                      -44-
   45
subpoena, civil investigative demand or similar process) to disclose any
Confidential Information, said party shall notify the other party hereto
promptly of the request or requirement so that the nondisclosing party may seek
an appropriate protective order or waive compliance with the provisions of this
Section 10.1.  If, in the absence of a protective order or the receipt of a
waiver hereunder, any party hereto is, on the advice of counsel, compelled to
disclose any Confidential Information to any Authority or else stand liable for
contempt, that said party may disclose the Confidential Information to the
Authority; provided, however, that the disclosing party shall use its
reasonable efforts to obtain, at the reasonable request of the nondisclosing
party, an order or such assurance that confidential treatment shall be accorded
to such portion of the Confidential Information required to be disclosed as the
nondisclosing party shall designate.  The foregoing provisions of this Section
10.1 shall not apply to any information which (a) was already known to any
party hereto when such information was received from the other; (b) was already
available to the general public at the time of such receipt; (c) subsequently
becomes known to the general public through no fault or admission by any party
hereto; (d) is subsequently disclosed by a third party which has the bona fide
right to make such disclosure; or (e) is required to be disclosed by law, or by
any Authority or for which disclosure to an Authority is appropriate in the
conduct of business.

       10.2   PUBLICITY.    No publicity release or announcement or other
disclosure to third parties other than the parties' respective legal,
financial, and accounting advisors and consultants, shareholders, directors and
officers, concerning this Agreement or the transactions contemplated hereby
shall be issued by any party hereto without prior consent to the form and
substance thereof by Purchaser (in the case of any proposed release or
announcement by Seller and/or Seller's Shareholder) or Seller (in the case of
any proposed release or announcement by Purchaser).  Notwithstanding the
foregoing, in the event any such press release or announcement is required by
law to be made by the party proposing to issue the same, such party shall use
its best efforts to consult in good faith with the other party prior to the
issuance of any such press release or announcement but shall otherwise be
entitled to perform its obligations under applicable law.

       10.3   EXPENSES.   Each of the parties hereto shall pay all costs and
expenses incurred or to be incurred by them in the negotiation and preparation
of this Agreement and in closing and carrying out the transactions contemplated
by this Agreement.

       10.4   BROKERS.   Except for the engagement of McCarthy & Co. by
Purchaser, each of the parties hereto represent and warrant that there are no
brokers or finders known to them to be involved with this transaction and none
of them has made any agreement or taken any other action which might cause any
Person to become entitled to a broker's or finder's fee or commission as a
result of this transaction.

       10.5   COSTS.    If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other costs
incurred in such action or proceeding, in addition to any other relief to which
it or they may be entitled.

       10.6   OTHER PROSPECTIVE PURCHASERS.   Purchaser shall not incur any
Liability in connection with the transactions contemplated by this Agreement to
any other Person with whom Seller and/or Seller's Shareholder, or their agents
or representatives, have had negotiations or discussions regarding any
potential merger, exchange of capital stock or other business combination
involving





                                      -45-
   46
Seller or any proposal or offer to acquire in any manner a substantial equity
interest in Seller or a substantial portion of the assets of Seller, including,
but not limited to, any of the Purchased Assets.

       10.7   BULK SALES.   Notwithstanding anything to the contrary contained
herein, Seller  need not take any action under Article 6 or Article 6A of the
Uniform Commercial Code (Bulk Transfers) as in effect in any jurisdiction, or
any other applicable bulk sales law.  Seller and Seller's Shareholder shall
jointly and severally indemnify and hold Purchaser harmless from all claims of
creditors resulting from such noncompliance.

       10.8   NOTICES.   All notices, consents, requests, instructions,
approvals, demands and other communications provided for herein shall be
validly given, made or served if in writing and delivered personally by hand or
by prepaid overnight courier service. Each such notice, consent, request,
instruction, approval, demand or other communication shall be effective if
delivered personally by hand or by overnight courier service, when delivered at
the address specified in this Section 10.8 against receipt.

       Addresses for notices (unless and until written notice is given of any
other address):

       If to Purchaser:

              American Information Systems, Inc.
              11208 John Galt Blvd.
              Omaha, NE  68137
              Attention:  President

       with a copy to:

              Koley, Jessen, Daubman & Rupiper, P.C.
              One Pacific Place, Suite 800
              1125 South 103 Street
              Omaha, NE 68124
              Attention:  Michael M. Hupp

       If to Seller or Seller's Shareholder:

              BRC Holdings, Inc.
              1111 West Mockingbird, 15th Floor
              Dallas, TX  75247
              Attention: Chief Executive Officer

       with a copy to:

              Arter & Hadden
              1717 Main Street, Suite 4100
              Dallas, TX 75201
              Attention: Jeffrey M. Sone





                                      -46-
   47
       10.9   HEADINGS.   The headings preceding the text of the sections
hereof are inserted solely for convenience of reference, and shall not
constitute a part of this Agreement nor shall they affect its meaning,
construction or effect.

       10.10  ENTIRE AGREEMENT.   This Agreement, together with the schedules
and exhibits attached hereto, or specifically referenced herein, each of which
are made a part of this Agreement by this reference, constitutes the entire
understanding of the parties, supersedes any prior agreements or
understandings, written or oral, between the parties with respect to the
subject matter hereof.   No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by all of the parties
hereto.   No waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver.   No waiver shall be
binding unless executed in writing by the party making the waiver.

       10.11  RIGHTS OF PARTIES.   Nothing in this Agreement, whether express
or implied, is intended to confer any benefit, right or remedy under or by
reason of this Agreement on any Persons other than the parties to this
Agreement and their respective successors and permitted assigns, nor is
anything in this Agreement intended to relieve or discharge the obligation or
Liability of any other Persons to any party to this Agreement, nor shall any
provision give any other Persons any right of subrogation or action over or
against any party to this Agreement.

       10.12  SUCCESSION AND ASSIGNMENT.   This Agreement shall be binding upon
and inure to the benefit of the parties named herein and their respective
representatives, successors and permitted assigns.  None of the parties hereto
may assign either this Agreement or any of the rights, interests or obligations
hereunder without the prior written approval of the other parties; provided,
however, that Purchaser may assign any or all of its rights and interests
hereunder to one or more of its Affiliates to perform its obligations hereunder
(in any or all of which cases Purchaser nonetheless shall remain responsible
for the performance of all of its obligations hereunder).

       10.13  GOVERNING LAW.   This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

       10.14   COUNTERPARTS.    This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.

       10.15  SEVERABILITY.  In the event any one or more of the provisions
contained in this Agreement or any application thereof shall be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement and any other
application thereof shall not in any way be affected or impaired thereby.





                                      -47-
   48
       IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

                                           AMERICAN INFORMATION SYSTEMS, INC.,
                                           a Delaware corporation


                                           By: /s/ Michael R. McCarthy
                                           Its: Chairman

                                           BUSINESS RECORDS CORPORATION,
                                           a Delaware corporation


                                           By: /s/ Thomas E. Kiraly
                                           Its: Chief Financial Officer

                                           BRC HOLDINGS, INC.,
                                           a Delaware corporation


                                           By: /s/ Thomas E. Kiraly
                                           Its: Chief Financial Officer


                                           McCARTHY GROUP, INC., a Nebraska
                                           corporation
                                           (With regard to the specific
                                           covenants of the Majority
                                           Stockholders set forth herein)


                                           By: /s/ Michael R. McCarthy
                                           Its: Chairman

                                           WORLD INVESTMENTS, INC., a Nebraska
                                           corporation
                                           (With regard to the specific
                                           covenants of the Majority
                                           Stockholders set forth herein)


                                           By: /s/ William E. Conley
                                           Its: President

                                           AIS INVESTORS, INC., a Nebraska
                                           corporation
                                            (With regard to the specific
                                           covenants of said party set forth
                                           herein)


                                           By: /s/ Michael R. McCarthy
                                           Its:  President
   49
                         LIST OF SCHEDULES AND EXHIBITS

Schedule 1.1(uuu)      Products
Schedule 2.1(a)        Equipment
Schedule 2.1(c)        Trade Names
Schedule 2.1(e)        Equipment Leases
Schedule 2.1(f)        Owned Real Property
Schedule 2.1(g)        Leased Real Property
Schedule 2.1(h)        Contracts With Hardware Payment Component
Schedule 2.1(q)        Loan Receivables to Employees
Schedule 2.2(d)        Obligations Due from Third Parties
Schedule 2.2(m)        Excluded Property
Schedule 2.2(o)        Op-Scan Assets
Schedule 2.4(c)        Material Contract Consents
Schedule 2.6           Retained Liabilities
Schedule 2.7(c)        Allocation of Purchase Price
Schedule 3.1           Qualification Jurisdictions of Election Division
Schedule 3.2           Seller's and Seller's Shareholder's Authority and
                       Enforceability
Schedule 3.6           Election Business Financial Statements
Schedule 3.7           Changes in the Election Division
Schedule 3.9           Seller's and Seller's Shareholder's Litigation and
                       Claims
Schedule 3.10          Seller's and Seller's Shareholder's Legal Compliance
Schedule 3.11(b)       Exceptions to Leased Real Property
Schedule 3.12          Seller's and Seller's Shareholder's Environmental
                       Matters
Schedule 3.13          Seller's and Seller's Shareholder's Intellectual
Property
Schedule 3.15          Seller's and Seller's Shareholder's Pledged Inventory
Schedule 3.16          Seller's and Seller's Shareholder's Employees
Schedule 3.17          Seller's and Seller's Shareholder's Employee Benefits
Schedule 3.18          Seller's and Seller's Shareholder's Customers and
                       Suppliers
Schedule 3.19          Sales Representatives, Dealers and Distributors
Schedule 3.20          Material Contracts of Election Division
Schedule 3.21          Seller's and Seller's Shareholder's Insurance Policies
Schedule 3.22          Seller's and Seller's Shareholder's Products
                       Liability/Warranty
Schedule 3.23          Note and Accounts Receivable of the Election Business
Schedule 4.1           Qualified Jurisdictions of Purchaser
Schedule 4.2           Purchaser's Authority and Enforceability
Schedule 4.4           Purchaser's Subsidiaries
Schedule 4.9           Purchaser's Litigation and Claims
Schedule 4.10          Purchaser's Legal Compliance
Schedule 4.11          Purchaser's Environmental Matters
Schedule 4.14          Purchaser's Pledged Inventory
Schedule 4.15          Purchaser's Employees





Exhibit 1.1(hhhh)      Sequoia Agreement
Exhibit 1.1(iiii)      Sequoia License Agreement
   50
Exhibit 2.7(a)         Note
Exhibit 2.7(b)         Collateral Agreements
Exhibit 6.6            Noncompetition, Noninterference and Confidentiality
                       Agreement
Exhibit 6.7            BRC License Agreement
Exhibit 6.15           Operating Agreement
Exhibit 6.16           Sales Representative Agreement
Exhibit 7.1(m)         Opinion of Seller's Counsel
Exhibit 7.2(l)         Opinion of Purchaser's Counsel
   51
                                                                    EXHIBIT 10.2

                            ASSET PURCHASE AGREEMENT

       THIS AGREEMENT ("Agreement") is made and entered into  as of the  18th
day of November, 1997, by and among Smurfit Packaging Corporation d/b/a Sequoia
Pacific Systems, a Delaware corporation ("Purchaser"), Business Records
Corporation, a Delaware corporation ("Seller") and BRC Holdings, Inc., a
Delaware corporation and parent corporation of Seller ("Seller's Shareholder").

                             W I T N E S S E T H :

       WHEREAS, among other businesses, Seller is engaged in the business (the
"Election Business") of selling products and services to governmental election
jurisdictions for use in conducting elections for public office;

       WHEREAS, Purchaser desires to purchase certain assets of Seller's
Election Business, subject only to certain Liabilities of Seller to be assumed
by Purchaser, and Seller desires to transfer such assets to Purchaser in return
for the consideration specified and on the terms and subject to the conditions
set forth in this Agreement; and

       WHEREAS, as a condition to purchasing certain assets of Seller's
Election Business, Purchaser shall require that it be qualified as a printer of
ballots for Seller's Op-Scan Equipment and that it be able to sell or license
certain of such assets to a third party purchaser concurrently with the closing
of the sale under this Agreement.

       NOW, THEREFORE, in consideration of the premises and mutual promises
herein made and the representations, warranties and covenants herein contained,
and intending to be legally bound, the parties hereto agree as follows.

                                   ARTICLE 1.
                                  DEFINITIONS

       1.1    CERTAIN DEFINITIONS.   As used in this Agreement, the following
terms shall have the respective meanings ascribed to them in this Section:

              (a)    "Adverse Consequences" means all actions, suits,
       proceedings, hearings, investigations, charges, claims, injunctions,
       judgments, orders, decrees, damages, penalties, costs, amounts paid in
       settlement and fees, including court costs and reasonable attorneys'
       fees and expenses, but excluding incidental, punitive and consequential
       damages, even if notice of same has been delivered.

              (b)    "Affiliate" of any Person means any Person, directly or
       indirectly controlling, controlled by or under common control with such
       Person.

              (c)    "AIS" means American Information Systems, Inc., a Delaware
       corporation.

              (d)    "AIS License Agreement" has the meaning specified in
       Section 6.4.

              (e)    "Assumed Liabilities" has the meaning specified in Section
       2.5.





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