
  
                        AGREEMENT AND PLAN OF MERGER
  
  
                                By and Among 
  
                            Acxiom Corporation, 
  
                         ACX Acquisition Co., Inc. 
  
                                    and 
  
                              May & Speh, Inc. 
  
  
  
                          Dated as of May 26, 1998 
  
  


                             TABLE OF CONTENTS 
  
 ARTICLE I
 THE MERGER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
 Section 1.1    The Merger . . . . . . . . . . . . . . . . . . . . . . .   3
 Section 1.2    Effective Time of the Merger . . . . . . . . . . . . . .   3

 ARTICLE II
 THE SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . . .   4
 Section 2.1    Certificate of Incorporation . . . . . . . . . . . . . .   4
 Section 2.2    By-Laws  . . . . . . . . . . . . . . . . . . . . . . . .   4
 Section 2.3    Directors and Officers of Surviving Corporation  . . . .   4

 ARTICLE III
 CONVERSION OF SHARES  . . . . . . . . . . . . . . . . . . . . . . . . .   5
 Section 3.1    Exchange Ratio . . . . . . . . . . . . . . . . . . . . .   5
 Section 3.2    Exchange of Shares . . . . . . . . . . . . . . . . . . .   6
 Section 3.3    Dividends; Transfer Taxes  . . . . . . . . . . . . . . .   6
 Section 3.4    No Fractional Securities . . . . . . . . . . . . . . . .   7
 Section 3.5    Certain Adjustments. . . . . . . . . . . . . . . . . . .   8
 Section 3.6    Closing of Company Transfer Books  . . . . . . . . . . .   8
 Section 3.7    Closing  . . . . . . . . . . . . . . . . . . . . . . . .   9

 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF PARENT  . . . . . . . . . . . . . . .   9
 Section 4.1    Organization . . . . . . . . . . . . . . . . . . . . . .   9
 Section 4.2    Capitalization . . . . . . . . . . . . . . . . . . . . .  10
 Section 4.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . .  11
 Section 4.4    Authority Relative to this Agreement . . . . . . . . . .  12
 Section 4.5    Consents and Approvals; No Violations  . . . . . . . . .  13
 Section 4.6    Reports and Financial Statements . . . . . . . . . . . .  14
 Section 4.7    Absence of Certain Changes or Events . . . . . . . . . .  15
 Section 4.8    Litigation . . . . . . . . . . . . . . . . . . . . . . .  15
 Section 4.9    Patents, Trademarks, Etc . . . . . . . . . . . . . . . .  16
 Section 4.10   Information in Disclosure Documents and Registration
                   Statement . . . . . . . . . . . . . . . . . . . . . .  16
 Section 4.11   Absence of Undisclosed Liabilities . . . . . . . . . . .  17
 Section 4.12   No Default . . . . . . . . . . . . . . . . . . . . . . .  18
 Section 4.13   Title to Properties; Encumbrances  . . . . . . . . . . .  18
 Section 4.14   Compliance with Applicable Law . . . . . . . . . . . . .  19
 Section 4.15   Labor Matters  . . . . . . . . . . . . . . . . . . . . .  19
 Section 4.16   Employee Benefit Plans; ERISA  . . . . . . . . . . . . .  20
 Section 4.17   Vote Required  . . . . . . . . . . . . . . . . . . . . .  24
 Section 4.18   Opinion of Financial Advisor . . . . . . . . . . . . . .  25
 Section 4.19   Ownership of Company Common Stock  . . . . . . . . . . .  25
 Section 4.20   Pooling  . . . . . . . . . . . . . . . . . . . . . . . .  25
 Section 4.21   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . .  25
 Section 4.22   Contracts  . . . . . . . . . . . . . . . . . . . . . . .  28

 ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . .  29
 Section 5.1    Organization . . . . . . . . . . . . . . . . . . . . . .  29
 Section 5.2    Capitalization . . . . . . . . . . . . . . . . . . . . .  30
 Section 5.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . .  31
 Section 5.4    Authority Relative to this Agreement . . . . . . . . . .  32
 Section 5.5    Consents and Approvals; No Violations  . . . . . . . . .  33
 Section 5.6    Reports and Financial Statements . . . . . . . . . . . .  34
 Section 5.7    Absence of Certain Changes or Events . . . . . . . . . .  35
 Section 5.8    Litigation . . . . . . . . . . . . . . . . . . . . . . .  35
 Section 5.9    Patents, Trademarks, Etc . . . . . . . . . . . . . . . .  36
 Section 5.10   Information in Disclosure Documents and Registration
                   Statement . . . . . . . . . . . . . . . . . . . . . .  36
 Section 5.11   Absence of Undisclosed Liabilities . . . . . . . . . . .  37
 Section 5.12   No Default . . . . . . . . . . . . . . . . . . . . . . .  37
 Section 5.13   Taxes  . . . . . . . . . . . . . . . . . . . . . . . . .  38
 Section 5.14   Title to Properties; Encumbrances  . . . . . . . . . . .  40
 Section 5.15   Compliance with Applicable Law . . . . . . . . . . . . .  41
 Section 5.16   Labor Matters  . . . . . . . . . . . . . . . . . . . . .  41
 Section 5.17   Employee Benefit Plans; ERISA  . . . . . . . . . . . . .  41
 Section 5.18   Contracts  . . . . . . . . . . . . . . . . . . . . . . .  46
 Section 5.19   Vote Required  . . . . . . . . . . . . . . . . . . . . .  47
 Section 5.20   Opinion of Financial Advisor . . . . . . . . . . . . . .  47
 Section 5.21   Takeover Statute . . . . . . . . . . . . . . . . . . . .  48
 Section 5.22   The Company Rights Agreement . . . . . . . . . . . . . .  48
 Section 5.23   Ownership of Parent Common Stock . . . . . . . . . . . .  49
 Section 5.24   Pooling  . . . . . . . . . . . . . . . . . . . . . . . .  49

 ARTICLE VI
 CONDUCT OF BUSINESS PENDING THE MERGER  . . . . . . . . . . . . . . . .  49
 Section 6.1    Conduct of Business by the Company Pending the Merger  .  49
 Section 6.2    Conduct of Business by Parent Pending the Merger . . . .  52
 Section 6.3    Conduct of Business of Sub . . . . . . . . . . . . . . .  54

 ARTICLE VII
 ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .  54
 Section 7.1    Access and Information . . . . . . . . . . . . . . . . .  54
 Section 7.2    Acquisition Proposals  . . . . . . . . . . . . . . . . .  55
 Section 7.3    Registration Statement . . . . . . . . . . . . . . . . .  57
 Section 7.4    Proxy Statements; Stockholder Approvals  . . . . . . . .  58
 Section 7.5    Affiliate Agreements . . . . . . . . . . . . . . . . . .  60
 Section 7.6    Antitrust Laws . . . . . . . . . . . . . . . . . . . . .  61
 Section 7.7    Proxies  . . . . . . . . . . . . . . . . . . . . . . . .  61
 Section 7.8    Employees, Employee Benefits . . . . . . . . . . . . . .  62
 Section 7.9    Stock Options  . . . . . . . . . . . . . . . . . . . . .  63
 Section 7.10   Public Announcements . . . . . . . . . . . . . . . . . .  65
 Section 7.11   By-Law Indemnification  and Insurance  . . . . . . . . .  65
 Section 7.12   Expenses . . . . . . . . . . . . . . . . . . . . . . . .  66
 Section 7.13   Additional Agreements  . . . . . . . . . . . . . . . . .  68
 Section 7.14   Control of the Company's and Parent's Operations . . . .  68
 Section 7.15   Company Rights Plan  . . . . . . . . . . . . . . . . . .  69

 ARTICLE VIII
 CONDITIONS TO CONSUMMATION OF THE MERGER  . . . . . . . . . . . . . . .  69
 Section 8.1    Conditions to Each Party's Obligation to Effect
                   the Merger  . . . . . . . . . . . . . . . . . . . . .  69
 Section 8.2    Conditions to Obligation of the Company to Effect
                   the Merger  . . . . . . . . . . . . . . . . . . . . .  70
 Section 8.3    Conditions to Obligations of Parent and Sub to
                   Effect the Merger   . . . . . . . . . . . . . . . . .  71

 ARTICLE IX
 TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . .  72
 Section 9.1    Termination  . . . . . . . . . . . . . . . . . . . . . .  72
 Section 9.2    Effect of Termination  . . . . . . . . . . . . . . . . .  75
 Section 9.3    Amendment  . . . . . . . . . . . . . . . . . . . . . . .  76
 Section 9.4    Waiver . . . . . . . . . . . . . . . . . . . . . . . . .  76

 ARTICLE X
 GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .  76
 Section 10.1   Survival of Representations, Warranties and
                   Agreements  . . . . . . . . . . . . . . . . . . . . .  76
 Section 10.2   Brokers  . . . . . . . . . . . . . . . . . . . . . . . .  77
 Section 10.3   Notices  . . . . . . . . . . . . . . . . . . . . . . . .  77
 Section 10.4   Descriptive Headings . . . . . . . . . . . . . . . . . .  78
 Section 10.5   Entire Agreement; Assignment . . . . . . . . . . . . . .  79
 Section 10.6   Governing Law  . . . . . . . . . . . . . . . . . . . . .  79
 Section 10.7   Specific Performance . . . . . . . . . . . . . . . . . .  79
 Section 10.8   Counterparts . . . . . . . . . . . . . . . . . . . . . .  79
  
  
  
 Exhibit A-1    Irrevocable Proxy 
 Exhibit A-2    Irrevocable Proxy 
 Exhibit A-3    Irrevocable Proxy 
 Exhibit B      Form of Company Rights Plan Amendment 
 Exhibit C      Form of Affiliate Letter for Affiliates of the Company 
 Exhibit D      Form of Affiliate Letter for Affiliates of  Parent 




                        AGREEMENT AND PLAN OF MERGER 
  
           AGREEMENT AND PLAN OF MERGER, dated as of May 26, 1998, by and
 among Acxiom Corporation, a Delaware corporation ("Parent"), ACX
 Acquisition Co., Inc.,  a Delaware corporation and a wholly owned
 subsidiary of Parent ("Sub"), and May & Speh, Inc., a Delaware corporation
 (the "Company"). 

           WHEREAS, the Boards of Directors of Parent and Sub and the
 Company deem it advisable and in the best interests of their respective
 stockholders that Parent combine with the Company, and such Boards of
 Directors have approved the merger (the "Merger") of Sub with and into the
 Company upon the terms and subject to the conditions set forth herein; and 

           WHEREAS, concurrently with the execution and delivery of this
 Agreement, and as a condition and inducement to the Company's willingness
 to enter into this Agreement, a holder of shares of Parent's common stock,
 par value $.10 per share (the "Parent Common Stock") is granting the
 Company an irrevocable proxy in the form attached hereto as Exhibit A-1
 (the "Parent Stock Proxy"), to vote such shares of Parent Common Stock; and 

           WHEREAS, concurrently with the execution and delivery of this
 Agreement and as a condition and inducement to Parent's and Sub's
 willingness to enter into this Agreement, certain holders of shares of the
 Company's Common Stock, par value $.01 per share (the "Company Common
 Stock"), are granting Parent irrevocable proxies, in the forms attached
 hereto as Exhibits A-2 and A-3 (the "Company Stock Proxies" and, together
 with the Parent Stock Proxy, the "Proxies"), to vote such shares of Company
 Common Stock; and 

           WHEREAS, immediately following the execution and delivery of this
 Agreement, the Company and Parent will enter into a stock option agreement
 (the "Company Option Agreement"), pursuant to which the Company will grant
 Parent the option to purchase shares of Company Common Stock, upon the
 terms and subject to the conditions set forth therein; and 

           WHEREAS, immediately following the execution and delivery of this
 Agreement, the Company and Parent will enter into a stock option agreement
 (the "Parent Option Agreement"), pursuant to which Parent will grant the
 Company the option to purchase shares of Parent Common Stock, upon the
 terms and subject to the conditions set forth therein; and 

           WHEREAS, for U.S. federal income tax purposes, it is intended
 that the Merger shall qualify as a reorganization within the meaning of
 Section 368(a) of the Internal Revenue Code of 1986, as amended (the
 "Code") and this Agreement is hereby adopted as a plan of reorganization
 for purposes of Section 368 of the Code; and 

           WHEREAS, for financial accounting purposes, it is intended that
 the Merger shall be accounted for as a pooling of interests under United
 States generally accepted accounting principles.  

           NOW, THEREFORE, in consideration of the foregoing and the
 respective representations, warranties, covenants and agreements set forth
 herein and in the Proxies, the parties hereto agree as follows: 
  
                                 ARTICLE I 

                                 THE MERGER 

           Section 1.1    The Merger.  Upon the terms and subject to the
 conditions set forth herein, at the Effective Time (as defined in Section
 1.2 hereof), Sub shall be merged with and into the Company and the separate
 existence of Sub shall thereupon cease, and the name of the Company, as the
 surviving corporation in the Merger (the "Surviving Corporation"), shall by
 virtue of the Merger be "May & Speh, Inc."  The Merger shall have the
 effects set forth in Section 259 of the General Corporation Law of the
 State of Delaware (the "GCL"). 

           Section 1.2    Effective Time of the Merger.  The Merger shall
 become effective when a properly executed certificate of merger (the
 "Certificate of Merger") is duly filed with the Secretary of State of the
 State of Delaware, which filing shall be made as soon as practicable after
 the closing of the transactions contemplated by this Agreement in
 accordance with Section 3.6 hereof.  When used in this Agreement, the term
 "Effective Time" shall mean the date and time at which the Certificate of
 Merger is so filed. 
  
                                 ARTICLE II 

                         THE SURVIVING CORPORATION 

           Section 2.1    Certificate of Incorporation.  The Certificate of
 Incorporation of Sub in effect immediately prior to the Effective Time
 shall be the Certificate of Incorporation of the Surviving Corporation
 (except that Article I of the Certificate of Incorporation shall be amended
 as of the Effective Time to read as follows "The name of the Corporation is
 May & Speh, Inc."). 

           Section 2.2    By-Laws.  Subject to Section 7.11 hereof, the By-
 Laws of Sub as in effect immediately prior to the Effective Time shall be
 the By-Laws of the Surviving Corporation. 

           Section 2.3    Directors and Officers of Surviving Corporation. 
 (a)  The directors of Sub immediately prior to the Effective Time shall be
 the initial directors of the Surviving Corporation and shall hold office
 from the Effective Time until their respective successors are duly elected
 or appointed and qualify in the manner provided in the Certificate of
 Incorporation and By-Laws of the Surviving Corporation or as otherwise
 provided by law. 

           (b)  The officers of the Company immediately prior to the
 Effective Time shall be the initial officers of the Surviving Corporation
 and shall hold office from the Effective Time until their respective
 successors are duly elected or appointed and qualify in the manner provided
 in the Certificate of Incorporation and By-Laws of the Surviving
 Corporation, or as otherwise provided by law. 
  
                                ARTICLE III 

                            CONVERSION OF SHARES 

           Section 3.1    Exchange Ratio.  At the Effective Time, by virtue
 of the Merger and without any action on the part of the holders of any of
 the capital stock of Sub or the Company: 

           (a)  Each share of Company Common Stock (the "Shares") issued and
 outstanding immediately prior to the Effective Time (other than Shares held
 by Parent or any direct or indirect wholly owned subsidiary of Parent or
 Shares to be cancelled pursuant to Section 3.1(b)) shall be converted into
 the right to receive .80 (the "Exchange Ratio") of a validly issued, fully
 paid and non-assessable share of common stock, par value $.10 per share, of
 Parent ("Parent Shares"), payable upon the surrender of the certificate
 formerly representing such Share.  Holders of Shares shall also have the
 right to receive together with each Parent Share issued in the Merger, one
 associated preferred stock purchase right (a "Parent Right") in accordance
 with the Rights Agreement dated as of January 28, 1998 (the "Parent Rights
 Agreement"), between Parent and First Chicago Trust Company of New York.
 References herein to the Parent Shares issuable in the Merger shall be
 deemed to include the associated Parent Rights. 

           (b)  Each Share held in the treasury of the Company and each
 Share held by Parent or any direct or indirect wholly owned subsidiary of
 Parent immediately prior to the Effective Time shall be cancelled and
 retired and cease to exist and no consideration shall be delivered in
 exchange therewith. 

           (c)  Each share of Common Stock, par value $.01 per share, of Sub
 issued and outstanding immediately prior to the Effective Time shall be
 converted into and become one validly issued, fully paid and non-assessable
 share of common stock, par value $.01 per share, of the Surviving
 Corporation, and the Surviving Corporation  shall be a wholly owned
 subsidiary of Parent. 

           Section 3.2    Exchange of Shares.  Parent shall authorize one or
 more persons (reasonably satisfactory to the Company) to act as exchange
 agent hereunder (the "Exchange Agent").  As soon as practicable after the
 Effective Time, Parent shall make available, and each holder of Shares will
 be entitled to receive, upon surrender to the Exchange Agent of one or more
 certificates representing such Shares for cancellation, certificates
 representing the number of Parent Shares into which such Shares are
 converted in the Merger.  The Parent Shares into which the Shares shall be
 converted in the Merger shall be deemed to have been issued at the
 Effective Time. 

           Section 3.3    Dividends; Transfer Taxes.  No dividends that are
 declared on Parent Shares will be paid to persons entitled to receive
 certificates representing Parent Shares until such persons surrender their
 certificates representing Shares.  Upon such surrender, there shall be paid
 to the person in whose name the certificates representing such Parent
 Shares shall be issued, any dividends which shall have become payable with
 respect to such Parent Shares between the Effective Time and the time of
 such surrender.  In no event shall the person entitled to receive such
 dividends be entitled to receive interest on such dividends.  If any
 certificates for any Parent Shares are to be issued in a name other than
 that in which the certificate representing Shares surrendered in exchange
 therefor is registered it shall be a condition of such exchange that the
 person requesting such exchange shall pay to the Exchange Agent any
 transfer or other taxes required by reason of the issuance of certificates
 for such Parent Shares in a name other than that of the registered holder
 of the certificate surrendered or shall establish to the satisfaction of
 the Exchange Agent that such tax has been paid or is not applicable. 
 Notwithstanding the foregoing, neither the Exchange Agent nor any party
 hereto shall be liable to a holder of Shares for any Parent Shares or
 dividends thereon or, in accordance with Section 3.4 hereof, proceeds of
 the sale of fractional interests, delivered to a public official pursuant
 to applicable escheat laws. 

           Section 3.4    No Fractional Securities.  No certificates or
 scrip representing fractional Parent Shares shall be issued upon the
 surrender for exchange of certificates representing Shares pursuant to this
 Article III and no dividend, stock split-up or other change in the capital
 structure of the Company shall relate to any fractional security, and such
 fractional interests shall not entitle the owner thereof to vote or to any
 rights of a security holder.  In lieu of any such fractional securities,
 each holder of Shares who would otherwise have been entitled to a fraction
 of a Parent Share upon surrender of stock certificates for exchange
 pursuant to this Article III will be paid cash upon such surrender in an
 amount equal to the product of such fraction multiplied by the closing sale
 price of Parent Shares on the National Association of Securities Dealers
 Automated Quotations National Market System (the "NASDAQ") on the day of
 the Effective Time, or, if the Parent Shares are not so traded on such day,
 the closing sale price on the next preceding day on which such stock was
 traded on the NASDAQ. 

           Section 3.5    Certain Adjustments.  If between the date hereof
 and the Effective Time, the outstanding shares of Parent Common Stock or of
 Company Common Stock shall be changed into a different number of shares by
 reason or reclassification, recapitalization, split-up, combination or
 exchange of shares, or any dividend payable in stock or other securities
 shall be declared thereon with a record date within such period, the
 Exchange Ratio shall be adjusted accordingly to provide the holders of
 Company Common Stock, the same economic effect as contemplated by this
 Agreement prior to such reclassification, recapitalization, split-up,
 combination, exchange or dividend.  

           Section 3.6    Closing of Company Transfer Books.  At the
 Effective Time, the stock transfer books of the Company shall be closed and
 no transfer of Shares shall thereafter be made.  From and after the
 Effective Time, the holders of the Shares issued and outstanding
 immediately prior to the Effective Time shall cease to have any rights with
 respect to such Shares, except as otherwise provided herein.  If, after the
 Effective Time, certificates representing Shares are presented to the
 Surviving Corporation, they shall be cancelled and exchanged for
 certificates representing Parent Shares and cash in lieu of any fractional
 shares in accordance with Section 3.4 hereof. 

           Section 3.7    Closing.  The closing of the transactions
 contemplated by this Agreement (the "Closing") shall take place at the
 offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New
 York, New York, at 10:00 a.m., local time, on the later of (a) the date of
 the stockholders' meetings referred to in Section 7.4 hereof or (b) the day
 on which all of the conditions set forth in Article VIII hereof are
 satisfied or waived, or at such other date, time and place as Parent and
 the Company shall agree. 

                                 ARTICLE IV 

                  REPRESENTATIONS AND WARRANTIES OF PARENT 

           Parent represents and warrants to the Company as follows: 

           Section 4.1    Organization.  Parent is a corporation duly
 organized, validly existing and in good standing under the laws of the
 State of Delaware and has the corporate power to carry on its business as
 it is now being conducted or presently proposed to be conducted.  Parent is
 duly qualified as a foreign corporation to do business, and is in good
 standing, in each jurisdiction where the character of its properties owned
 or held under lease or the nature of its activities make such qualification
 necessary, except where such failures to be so qualified would not in the
 aggregate have a material adverse effect on the business, assets,
 liabilities, condition (financial or otherwise) or results of operations of
 Parent and its subsidiaries, taken as a whole (a "Parent Material Adverse
 Effect").  Sub is a corporation duly organized, validly existing and in
 good standing under the laws of the State of Delaware.  Sub has not engaged
 in any business since the date of its incorporation. 

           Section 4.2    Capitalization.  The authorized capital stock of
 Parent consists of 200,000,000 shares of Common Stock, par value $.10 per
 share, and 1,000,000 shares of Preferred Stock, par value $.01 per share
 ("Parent Preferred Stock"), of which 200,000 shares have been designated as
 Participating Preferred Stock (the "Participating Preferred Stock").  As of
 the date hereof, (i) 52,446,883 Parent Shares were issued and outstanding
 and (ii) no shares of Parent Preferred Stock were issued and outstanding. 
 Except as set forth on Schedule 4.2 hereto, all of the issued and
 outstanding Parent Shares are validly issued, fully paid and nonassessable
 and free of preemptive rights.  All of the Parent Shares issuable in
 exchange for Shares at the Effective Time in accordance with this Agreement
 will be, when so issued, duly authorized, validly issued, fully paid and
 nonassessable.  The authorized capital stock of Sub consists of 1,000
 shares of Common Stock, par value $.01 per share, 100 shares of which are
 validly issued and outstanding, fully paid and nonassessable and are owned
 by Parent.  Except as set forth in Schedule 4.2 hereto, there are no
 outstanding options, warrants, subscriptions, calls, rights, convertible
 securities or other agreements or commitments obligating Parent to issue,
 transfer or sell any of its securities other than:  (i) rights to acquire
 shares of Participating Preferred Stock pursuant to the Parent Rights
 Agreement, and (ii) options to receive or acquire 7,725,516 Parent Shares
 pursuant to employee incentive or benefit plans, programs and arrangements
 ("Parent Employee Stock Options") and (iii) the Parent Option Agreement. 

           Section 4.3    Subsidiaries.  Schedule 4.3 hereto sets forth each
 direct or indirect interest owned by Parent in any other corporation,
 partnership, joint venture or other business association or entity, foreign
 or domestic, of which Parent or any of its other Parent Subsidiaries owns,
 directly or indirectly, greater than fifty percent of the shares of capital
 stock or other equity interests (including partnership interests) entitled
 to cast at least a majority of the votes that may be cast by all shares or
 equity interests having ordinary voting power for the election of directors
 or other governing body of such entity (each such entity is hereinafter
 referred to as a "Parent Subsidiary" and are hereinafter collectively
 referred to as the "Parent Subsidiaries").  Each Parent Subsidiary is a
 corporation duly organized, validly existing and in good standing under the
 laws of its jurisdiction of incorporation.  Each Parent Subsidiary is duly
 qualified as a foreign corporation to do business, and is in good standing,
 in each jurisdiction where the character of its properties owned or held
 under lease or the nature of its activities makes such qualification
 necessary except where the failure to be so qualified will not have a
 Parent Material Adverse Effect.  Each Parent Subsidiary has the corporate
 power to carry on its business as it is now being conducted or presently
 proposed to be conducted.  All of the outstanding shares of capital stock
 of the Parent Subsidiaries are validly issued, fully paid and
 nonassessable.  Except as set forth on Schedule 4.3, all of the outstanding
 shares of capital stock of, or other ownership interests in, each of the
 Parent Subsidiaries are owned by Parent or by a Parent Subsidiary free and
 clear of any liens, claims, charges or encumbrances.  There are not now,
 and at the Effective Time there will not be, any outstanding options,
 warrants, subscriptions, calls, rights, convertible securities or other
 agreements or commitments obligating Parent or any Parent Subsidiary to
 issue, transfer or sell any securities of any Parent Subsidiary.  There are
 not now, and at the Effective Time there will not be, any voting trusts or
 other agreements or understandings to which Parent or any of the Parent
 Subsidiaries is a party or is bound with respect to the voting of the
 capital stock of Parent or any of the Parent Subsidiaries.  

           Section 4.4    Authority Relative to this Agreement.  Each of
 Parent and Sub has the corporate power to enter into this Agreement, the
 Parent Option Agreement and the Company Option Agreement, to carry out its
 obligations hereunder and thereunder and to consummate the Merger.  The
 execution and delivery of this Agreement, the Parent Option Agreement and
 the Company Option Agreement by Parent and Sub, the consummation by Parent
 and Sub of the transactions contemplated hereby and thereby and the
 consummation of the Merger have been duly authorized by the Boards of
 Directors of Parent and Sub, and by the  Disinterested Directors (pursuant
 to Article Tenth, Section (b) of Parent's Certificate of Incorporation) and
 by Parent as the sole stockholder of Sub, and, except for the approvals of
 Parent's stockholders to be sought at the stockholders' meeting
 contemplated by Section 7.4(b) hereof no other corporate proceedings on the
 part of Parent or Sub are necessary to authorize this Agreement or the
 transactions contemplated hereby.  This Agreement, the Parent Option
 Agreement and the Company Option Agreement have been duly and validly
 executed and delivered by each of Parent and Sub and, assuming the due
 authorization, execution and delivery by the other party hereto and
 thereto, this Agreement, the Parent Option Agreement and the Company Option
 Agreement constitute valid and binding agreements of each of Parent and
 Sub, enforceable against Parent and Sub in accordance with their respective
 terms, except insofar as enforceability may be limited by applicable
 bankruptcy, insolvency, reorganization, moratorium or similar laws
 affecting creditors' rights generally, or principles governing the
 availability of equitable remedies. 

           Section 4.5    Consents and Approvals; No Violations.  Except for
 applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act
 of 1976 (the "HSR Act"), the Securities Act of 1933, as amended (the
 "Securities Act"), the Securities Exchange Act of 1934, as amended (the
 "Exchange Act"), the rules and regulations of NASDAQ, state securities or
 blue sky laws, and the filing and recordation of a Certificate of Merger as
 required by the GCL, no filing with, and no permit, authorization, consent
 or approval of, any public body or authority is necessary for the
 consummation by Parent and Sub of the transactions contemplated by this
 Agreement, the Parent Option Agreement and the Company Option Agreement. 
 Except as set forth on Schedule 4.5, neither the execution and delivery of
 this Agreement, the Parent Option Agreement or the Company Option Agreement
 by Parent or Sub nor the consummation by Parent or Sub of the transactions
 contemplated hereby or thereby, nor compliance by Parent or Sub with any of
 the provisions hereof or thereof will (a) conflict with or result in any
 breach of any provisions of the Certificate of Incorporation or By-Laws of
 Parent or of Sub, (b) result in a violation or breach of, or constitute
 (with or without due notice or lapse of time or both) a default (or give
 rise to any right of termination, cancellation or acceleration) under, any
 of the terms, conditions or provisions of any note, bond, mortgage,
 indenture, license, contract, agreement or other instrument or obligation
 to which Parent or any of its subsidiaries is a party or by which any of
 them or any of their properties or assets may be bound or (c) violate any
 order, writ, injunction, decree, statute, rule or regulation applicable to
 Parent, any of its subsidiaries or any of their properties or assets,
 except in the case of clauses (b) and (c) for violations, breaches or
 defaults which would not individually or in the aggregate have a Parent
 Material Adverse Effect. 

           Section 4.6    Reports and Financial Statements.  Parent has
 filed all reports required to be filed with the Securities and Exchange
 Commission (the "SEC") pursuant to the Exchange Act since March 31, 1996
 (such reports together with all registration statements, prospectuses and
 information statements filed by the Company since March 31, 1996 being
 hereinafter collectively referred to as the "Parent SEC Reports"), and has
 previously furnished the Company with true and complete copies of all such
 Parent SEC Reports.  None of such Parent SEC Reports, as of their
 respective dates, contained any untrue statement of a material fact or
 omitted to state a material fact required to be stated therein or necessary
 to make the statements therein, in light of the circumstances under which
 they were made, not misleading.  As of their respective dates, all such
 Parent SEC Reports complied as to form in all material respects with the
 applicable requirements of the Securities Act.  Each of the balance sheets
 (including the related notes) included in the Parent SEC Reports fairly
 presents the consolidated financial position of Parent and its subsidiaries
 as of the respective dates thereof, and the other related statements
 (including the related notes) included therein fairly present the results
 of operations and the changes in financial position of Parent and its
 subsidiaries for the respective periods or as of the respective dates set
 forth therein (subject, where appropriate, to normal year-end adjustments),
 all in conformity with generally accepted accounting principles
 consistently applied during the periods involved except as otherwise noted
 therein. 

           Section 4.7    Absence of Certain Changes or Events.  Except as
 set forth in the Parent SEC Reports, since December 31, 1997, neither
 Parent nor any of the Parent Subsidiaries has:  (a) suffered any change
 which had or would have a Parent Material Adverse Effect or (b) subsequent
 to the date hereof, except as permitted by Section 6.2 hereof, conducted
 its business and operations other than in the ordinary course of business
 and consistent with past practices. 

           Section 4.8    Litigation.  Except for litigation disclosed in
 the Parent SEC Reports and except as set forth on Schedule 4.8, there is no
 suit, action or proceeding pending or, to the knowledge of Parent,
 threatened against or affecting Parent or any of its subsidiaries, the
 outcome of which, is reasonably likely to have a Parent Material Adverse
 Effect; nor is there any judgment, decree, injunction, rule or order of any
 court, governmental department, commission, agency, instrumentality or
 arbitrator outstanding against Parent or any of the Parent Subsidiaries
 having, or which has or would have, a Parent Material Adverse Effect. 

           Section 4.9    Patents, Trademarks, Etc.  Except as set forth on
 Schedule 4.9, to the knowledge of Parent, Parent and the Parent
 Subsidiaries own or possess adequate licenses or other valid rights to use
 all material patents, patent rights, trademarks, trademark rights, trade
 names, trade name rights, copyrights, service marks, licenses, trade
 secrets, applications for trademarks and for service marks, computer
 software, software programs,  know-how and other proprietary rights and
 information (collectively,"Proprietary Rights") used or held for use in
 connection with the business of Parent and the Parent Subsidiaries as
 currently conducted or as contemplated to be conducted, free and clear of
 any liens, claims or encumbrances.  Except as set forth on Schedule 4.9
 hereto, to the knowledge of Parent, the conduct of the business of Parent
 and the Parent Subsidiaries as currently conducted does not conflict in any
 way with any Proprietary Right of any third party.  Except as set forth in
 Schedule 4.9 hereto, to the knowledge of Parent there are no infringements
 of any of the Proprietary Rights owned by or licensed to Parent or any of
 the Parent Subsidiaries. 

           Section 4.10   Information in Disclosure Documents and
 Registration Statement.  None of the information to be supplied by Parent
 or Sub for inclusion in (a) the Registration Statement to be filed with the
 SEC by Parent on Form S-4 under the Securities Act for the purpose of
 registering the Parent Shares to be issued in the Merger (the "Registration
 Statement") and (b) the joint proxy statement to be distributed in
 connection with the Parent's and the Company's meeting of stockholders to
 vote upon this Agreement (the "Proxy Statement") will in the case of the
 Registration Statement, at the time it becomes effective and at the
 Effective Time, or, in the case of the Proxy Statement or any amendments
 thereof or supplements thereto, at the time of the mailing of the Proxy
 Statement and any amendments or supplements thereto, and at the time of the
 meeting of stockholders to be held in connection with the Merger, contain
 any untrue statement of a material fact or omit to state any material fact
 required to be stated therein or necessary in order to make the statements
 therein, in light of the circumstances under which they are made, not
 misleading.  The Registration Statement will comply as to form in all
 material respects with the provisions of the Securities Act, and the rules
 and regulations promulgated thereunder. 

           Section 4.11   Absence of Undisclosed Liabilities 

           Other than obligations incurred in the ordinary course of
 business, neither Parent nor any of the Parent Subsidiaries has any
 liabilities or obligations of any nature, whether or not accrued,
 contingent or otherwise, and there is no existing condition, situation or
 set of circumstances which would reasonably be expected to result in such a
 liability or obligation which would be required to be disclosed on a
 consolidated balance sheet under GAAP, except (a) liabilities or
 obligations reflected in the Parent SEC Reports and (b) liabilities or
 obligations which would not, individually or in the aggregate, have a
 Parent Material Adverse Effect. 

           Section 4.12   No Default.  Neither Parent nor any of the Parent
 Subsidiaries is in default or violation (and no event has occurred which
 with notice or the lapse of time or both would constitute a default or
 violation) of any term, condition or provision of (a) its Certificate of
 Incorporation or By-Laws, (b) any note, bond, mortgage, indenture, license,
 agreement, contract, lease, commitment or other obligation to which Parent
 or any of the Parent Subsidiaries is a party or by which they or any of
 their properties or assets may be bound, or (c) any order, writ,
 injunction, decree, statute, rule or regulation applicable to Parent or any
 of the Parent Subsidiaries, except in the case of clauses (b) and (c) above
 for defaults or violations which would not have a Parent Material Adverse
 Effect. 

           Section 4.13   Title to Properties; Encumbrances. 

           Except as described in the following sentence, each of Parent and
 the Parent Subsidiaries has good and valid and marketable title to, or a
 valid leasehold interest in, all of its properties and assets (real,
 personal and mixed, tangible and intangible) material to the operation of
 Parent's business and operations, including, without limitation, all such
 properties and assets reflected in the consolidated balance sheet of Parent
 and the Parent Subsidiaries as of December 31, 1997 included in Parent's
 Quarterly Report on Form l0-Q for the period ended on such date (except for
 properties and assets disposed of in the ordinary course of business and
 consistent with past practices since December 31, 1997). None of such
 properties or assets are subject to any liability, obligation, claim, lien,
 mortgage, pledge, security interest, conditional sale agreement, charge or
 encumbrance of any kind (whether absolute, accrued, contingent or
 otherwise), except (i) as set forth in the Parent SEC Reports, and (ii)
 such encumbrances that do not individually or in the aggregate have a
 Parent Material Adverse Effect. 

           Section 4.14   Compliance with Applicable Law.  Each of Parent
 and the Parent Subsidiaries is in compliance with all applicable laws
 (whether statutory or otherwise), rules, regulations, orders, ordinances,
 judgments or decrees of all governmental authorities (federal, state,
 local, foreign or otherwise) (collectively "Laws") except where the failure
 to be in such compliance would not, individually or in the aggregate, have
 a Parent Material Adverse Effect. 

           Section 4.15   Labor Matters.  Except as set forth in Schedule
 4.15 hereto, neither Parent nor any of the Parent Subsidiaries is a party
 to, or bound by, any collective bargaining agreement, contract or other
 agreement or understanding with a labor union or labor organization.  There
 is no unfair labor practice or labor arbitration proceeding pending or, to
 the knowledge of Parent, threatened against Parent or the Parent
 Subsidiaries relating to their business, except for any such preceding
 which would not have a Parent Material Adverse Effect.  To the knowledge of
 Parent, there are no organizational efforts with respect to the formation
 of a collective bargaining unit presently being made or threatened
 involving employees of Parent or any of the Parent Subsidiaries.   

           Section 4.16   Employee Benefit Plans; ERISA.  (a)  Schedule 4.16
 hereto contains a true and complete list of each bonus, deferred
 compensation, incentive compensation, stock purchase, stock option,
 severance or termination pay, hospitalization or other medical, life or
 other insurance, supplemental unemployment benefits, profit-sharing,
 pension, or retirement plan, program, agreement or arrangement, and each
 other employee benefit plan, program, agreement or arrangement (the "Parent
 Plans"), maintained or contributed to or required to be contributed to by
 (i) Parent, (ii) any Parent Subsidiary or (iii) any trade or business,
 whether or not incorporated (an "ERISA Affiliate"), that together with
 Parent would be deemed a "single employer" within the meaning of Section
 4001 of the Employee Retirement Income Security Act of 1974, as amended,
 and the rules and regulations promulgated thereunder ("ERISA"), for the
 benefit of any employee or former employee of Parent, any Parent Subsidiary
 or any ERISA Affiliate.  Schedule 4.16 hereto identifies each of the Parent
 Plans that is an "employee benefit plan," as that term is defined in
 Section 3(3) of ERISA (such plans being hereinafter referred to
 collectively as the "Parent ERISA Plans").   

           (b)  With respect to each of the Parent Plans, Parent has
 heretofore made available to the Company true and complete copies of each
 of the following documents: 

                (i)  a copy of the Parent Plan (including all amendments
      thereto); 

                (ii) a copy of the annual report and actuarial report, if
      required under ERISA, with respect to each such Parent Plan for the
      last two years; 

                (iii)     a copy of the most recent Summary Plan
      Description, together with each Summary of Material Modifications,
      required under ERISA with respect to such Parent Plan; 

                (iv) if the Parent Plan is funded through a trust or any
      third party funding vehicle, a copy of the trust or other funding
      agreement (including all amendments thereto) and the latest financial
      statements thereof; and 

                (v)  the most recent determination letter received from the
      Internal Revenue Service with respect to each Parent Plan intended to
      qualify under Section 401 of the Code. 

           (c)  No liability under Title IV of ERISA has been incurred by
 Parent, any Parent Subsidiary or any ERISA Affiliate since the effective
 date of ERISA that has not been satisfied in full, and no condition exists
 that presents a material risk to Parent, any Parent Subsidiary or any ERISA
 Affiliate of incurring a liability under such Title.  To the extent this
 representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA,
 it is made not only with respect to the ERISA Plans but also with respect
 to any employee benefit plan, program, agreement or arrangement subject to
 Title IV of ERISA to which Parent, a Parent Subsidiary or an ERISA
 Affiliate made, or was required to make, contributions during the five-year
 period ending on the Effective Time. 

           (d)  With respect to each Parent ERISA Plan which is subject to
 Title IV of ERISA, the present value of accrued benefits under such plan,
 based upon the actuarial assumptions used for funding purposes in the most
 recent actuarial report prepared by such plan's actuary with respect to
 such plan did not exceed, as of its latest valuation date, the then current
 value of the assets of such plan allocable to such accrued benefits. 

           (e)  No Parent ERISA Plan or any trust established thereunder has
 incurred any "accumulated funding deficiency" (as defined in Section 302 of
 ERISA and Section 412 of the Code), whether or not waived, as of the last
 day of the most recent fiscal year of each Parent ERISA Plan ended prior to
 the Effective Time; and all contributions required to be made with respect
 thereto (whether pursuant to the term of any Parent ERISA Plan or
 otherwise) on or prior to the Effective Time have been timely made. 

           (f)  No Parent ERISA Plan is a "multiemployer pension plan," as
 defined in Section 3(37) of ERISA, nor is any Parent ERISA Plan a plan
 described in Section 4063(a) of ERISA. 

           (g)  Each Parent ERISA Plan intended to be "qualified" within the
 meaning of Section 401(a) of the Code is so qualified and the trusts
 maintained thereunder are exempt from taxation under Section 501(a) of the
 Code. 

           (h)  Each of the Parent Plans has been operated and administered
 in all material respects in accordance with applicable laws, including, but
 not limited to, ERISA and the Code. 

           (i)  No amounts payable under the Parent Plans will fail to be
 deductible for federal income tax purposes by virtue of Section 280G of the
 Code. 

           (j)  No Parent Plan provides benefits, including without
 limitation death or medical benefits (whether or not insured), with respect
 to current or former employees of Parent, any Parent Subsidiary or any
 ERISA Affiliate beyond their retirement or other termination of service,
 other than (i) coverage mandated by applicable law, (ii) death benefits or
 retirement benefits under any "employee pension plan", as that term is
 defined in Section 3(2) of ERISA, (iii) deferred compensation benefits
 accrued as liabilities on the books of Parent, any Parent Subsidiary or any
 ERISA Affiliate or (iv) benefits the full cost of which is borne by the
 current or former employee (or his beneficiary). 

           (k)  The consummation of the transactions contemplated by this
 Agreement will not: 

                (i)  entitle any current or former employee or officer of
      Parent, any Parent Subsidiary or any ERISA Affiliate to severance pay,
      unemployment compensation or any other payment, except as expressly
      provided in this Agreement, 

                (ii) accelerate the time of payment or vesting, or increase
      the amount of compensation due any such employee or officer, or 

                (iii)     result in any prohibited transaction described in
      Section 406 of ERISA or Section 4975 of the Code for which an
      exemption is not available. 

           (l)  With respect to each Parent Plan that is funded wholly or
 partially through an insurance policy, there will be no material liability
 of Parent, any Parent Subsidiary or any ERISA Affiliate, as of the
 Effective Time, under any such insurance policy or ancillary agreement with
 respect to such insurance policy in the nature of a retroactive rate
 adjustment, loss sharing arrangement or other actual or contingent
 liability arising wholly or partially out of events occurring prior to the
 closing. 

           (m)  There are no pending, threatened or anticipated claims by or
 on behalf of any of the Parent Plans, by any employee or beneficiary
 covered under any such Parent Plan, or otherwise involving any such Parent
 Plan (other than routine claims for benefits). 

           (n)  Neither Parent, any Parent Subsidiary or any ERISA
 Affiliate, nor any of the Parent ERISA Plans, nor any trust created
 thereunder, nor any trustee or administrator thereof has engaged in a
 transaction in connection with which Parent, any Parent Subsidiary or any
 ERISA Affiliate, any of the Parent ERISA Plans, any such trust, or any
 trustee or administrator thereof, or any party dealing with the Parent
 ERISA Plans or any such trust could be subject to either a material civil
 liability under Section 409 of ERISA or Section 502(i) of ERISA, or a
 material tax imposed pursuant to Section 4975 or 4976 of the Code. 

           Section 4.17   Vote Required.  Approval of the Merger by the
 stockholders of Parent will require the approval of a majority of the total
 votes cast in person or by proxy at the stockholders' meeting referred to
 in Section 7.4.  No other vote of the stockholders of Parent, or of the
 holders of any other securities of Parent (equity or otherwise), is
 required by law, the Certificate of Incorporation or By-laws of Parent or
 otherwise in order for Parent to consummate the Merger, the Parent Option
 Agreement and the transactions contemplated hereby and thereby. 

           Section 4.18   Opinion of Financial Advisor.  The Board of
 Directors of Parent (at a meeting duly called and held) has unanimously
 determined that the transactions contemplated hereby are fair to and in the
 best interests of the holders of the Parent Shares.  Parent has received
 the opinion of Stephens Inc., Parent's financial advisor, substantially to
 the effect that the Exchange Ratio is fair to Parent from a financial point
 of view. 

           Section 4.19  Ownership of Company Common Stock.  Except as
 contemplated by this Agreement, the Proxies and the Company Option
 Agreement, as of the date hereof, neither Parent nor, to its knowledge
 without independent investigation, any of its affiliates, (i) beneficially
 owns (as defined in Rule 13d-3 under the Exchange Act), directly or
 indirectly, or (ii) is party to any agreement, arrangement or understanding
 for the purpose of acquiring, holding, voting or disposing of, in each
 case, shares of capital stock of the Company. 

           Section 4.20  Pooling.  Neither Parent nor any Parent Subsidiary
 has knowledge of any fact or information which causes, or should reasonably
 cause, Parent or Subsidiary to believe that the transactions contemplated
 by this Agreement could not be accounted for as a pooling of interests
 under Opinion 16 of the Accounting Principles Board and applicable SEC
 rules and regulations. 

           Section 4.21  Taxes.  (a)  All federal, state, local and foreign
 Tax Returns required to be filed by or on behalf of Parent, each of the
 Parent Subsidiaries, and each affiliated, combined, consolidated or unitary
 group of which Parent or any of its Subsidiaries (i) is a member (a
 "Current Parent Group") or (ii) has been a member within six years prior to
 the date hereof but is not currently a member, but only insofar as any such
 Tax Return relates to a taxable period ending on a date within the last six
 years (a "Past Parent Group," together with Current Parent Groups, a
 "Parent Affiliated Group") have been timely filed, and all such Tax Returns
 are complete and accurate except to the extent any failure to file or any
 inaccuracies in filed returns would not, individually or in the aggregate,
 have a Parent Material Adverse Effect (it being understood that the
 representations made in this Section, to the extent that they relate to
 Past Parent Groups, are made to the knowledge of Parent).  All Taxes due
 and owing by Parent, any Parent Subsidiary or any Parent Affiliated Group
 have been timely paid, or adequately reserved for, except to the extent any
 failure to pay or reserve would not, individually or in the aggregate, have
 a Parent Material Adverse Effect.  There is no audit examination,
 deficiency, refund litigation, proposed adjustment or matter in controversy
 with respect to any Taxes due and owing by Parent, any Parent Subsidiary or
 any Affiliated Group which would, individually or in the aggregate, have a
 Parent Material Adverse Effect.  All assessments for Taxes due and owing by
 Parent, any Parent Subsidiary or any Parent Affiliated Group with respect
 to completed and settled examinations or concluded litigation have been
 paid.  Prior to the date of this Agreement, Parent has provided the Company
 with written schedules of (i) the taxable years of Parent for which the
 statutes of limitations with respect to U.S. federal income Taxes have not
 expired, and (ii) with respect to U.S. federal income Taxes, for all
 taxable years for which the statute of limitations has not yet expired,
 those years for which examinations have been completed, those years for
 which examinations are presently being conducted, and those years for which
 examinations have not yet been initiated.  Parent and each of the Parent
 Subsidiaries have complied in all material respects with all rules and
 regulations relating to the payment and withholding of Taxes, except to the
 extent any such failure to comply would not, individually or in the
 aggregate, have a Parent Material Adverse Effect. 

           (b)  Neither Parent nor any of the Parent Subsidiaries is a party
 to, bound by, or has any obligation under any Tax sharing, allocation,
 indemnity, or similar contract or arrangement. 

           (c)  Neither Parent nor any of the Parent Subsidiaries knows of
 any fact or has taken any action that could reasonably be expected to
 prevent the Merger from qualifying as a reorganization with the meaning of
 Section 368(a) of the Code.  

           (d)  Schedule 4.21 sets forth (i) the taxable years of Parent for
 which the statute of limitations with respect to Material State income
 Taxes have not expired, and (ii) with respect to Material State income
 Taxes, for all taxable years for which the statute of limitations has not
 expired, those years for which examinations have been completed, those
 years for which examinations are presently being conducted, and those years
 for which examinations have not yet been initiated. 

           (e)  For purposes of this Agreement:  (i) "Taxes" means any and
 all federal, state, local, foreign, provincial, territorial or other taxes,
 imposts, rates, levies, assessments and other charges of any kind
 whatsoever whether imposed directly or through withholding (together with
 any and all interest, penalties, additions to tax and additional amounts
 applicable with respect thereto), including, without limitation, income,
 franchise, windfall or other profits, gross receipts, property, sales, use,
 capital stock, payroll, employment, social security, workers' compensation,
 unemployment compensation, net worth, excise, withholding, ad valorem and
 value added taxes, and (ii) "Tax Return" means any declaration, return,
 report, schedule, certificate, statement or other similar document
 (including relating or supporting information) required to be filed or,
 where none is required to be filed with a taxing authority, the statement
 or other document issued by a taxing authority in connection with any Tax,
 including, without limitation, any information return, claim for refund,
 amended return or declaration of estimated Tax.  For purposes of this
 Section 4.21 "Material State" means any state for which the average
 allocation percentage  of Parent and the Parent Subsidiaries for the past
 three years exceeds ten percent (10%). 

           Section 4.22  Contracts.  Except as set forth on Schedule 4.22
 hereto, neither Parent nor any of the Parent Subsidiaries is party to any
 agreement (whether written or oral) that (a) involves performance of
 services or delivery of goods or materials of an amount or value in excess
 of $3 million per year; or (b) is a software licensing agreement involving
 an amount or value in excess of $2,000,000 (the "Parent Contracts").  Each
 Parent Contract is valid and binding on Parent and is in full force and
 effect, and Parent and each of the Parent Subsidiaries have in all material
 respects performed all obligations required to be performed by them to date
 under each Parent Contract, except where such noncompliance, individually
 or in the aggregate, would not have a Parent Material Adverse Effect. 
 Neither Parent nor any of the Parent Subsidiaries knows of, or has received
 notice of, any violation or default under any Parent Contract except for
 such violations or defaults as would not in the aggregate have a Parent
 Material Adverse Effect. 
  
                                 ARTICLE V 

               REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

           The Company represents and warrants to Parent and Sub as follows: 

           Section 5.1    Organization.  The Company is a corporation duly
 organized, validly existing and in good standing under the laws of the
 State of Delaware and has the corporate power to carry on its business as
 it is now being conducted or presently proposed to be conducted. The
 Company is duly qualified as a foreign corporation to do business, and is
 in good standing, in each jurisdiction where the character of its
 properties owned or held under lease or the nature of its activities makes
 such qualification necessary, except such failures to be so qualified which
 would not in the aggregate have a material adverse effect on the business,
 assets, liabilities, condition (financial or otherwise) or results of
 operations of the Company and its subsidiaries taken as a whole (a "Company
 Material Adverse Effect"). 

           Section 5.2    Capitalization.  The authorized capital stock of
 the Company consists of 50,000,000 shares of Common Stock, par value $.01
 per share and 2,000,000 shares of Preferred Stock, no par value ("Company
 Preferred Stock"), of which 300,000 shares have been designated as Series A
 Participating Preferred Stock.  As of the date hereof, 26,073,654 shares of
 Company Common Stock were issued and outstanding and no shares of Company
 Preferred Stock were issued and outstanding.  All of the issued and
 outstanding Shares are validly issued, fully paid and nonassessable and
 free of preemptive rights.  Except for (i) the 7,228,153 shares of Company
 Common Stock issuable upon the conversion of the 5-1/4% Convertible
 Subordinated Notes due 2003, (ii) options to receive or acquire 4,630,003
 shares of Company Common Stock granted (or to be granted pursuant to
 Section 6.1(c)) pursuant to employee incentive or benefit plans, programs
 and arrangements of the Company ("Employee Stock Options"), which options
 are listed by optionee, price per share, date of grant and number of shares
 covered thereby on Schedule 5.2 hereto, (iii) warrants to purchase 180,000
 shares of Company Common Stock and (iv) the rights (the "Company Rights")
 to acquire shares of Series A Participating Preferred Stock pursuant to the
 Rights Agreement between the Company and Harris Trust and Savings Bank
 dated March 1, 1996 (the "Company Rights Agreement"), and as otherwise
 provided for in this Agreement and the Company Option Agreement, there are
 not now, and at the Effective Time there will not be, any shares of capital
 stock of the Company issued or outstanding or any options, warrants,
 subscriptions, calls, rights, convertible securities or other agreements or
 commitments obligating the Company to issue, transfer or sell any shares of
 its capital stock.  Except as provided in this Agreement or in the
 Schedules hereto, after the Effective Time, the Company will have no
 obligation to issue, transfer or sell any shares of its capital stock
 pursuant to any employee benefit plan or otherwise. 

           Section 5.3    Subsidiaries.  Schedule 5.3 hereto sets forth each
 direct or indirect interest owned by the Company in any other corporation,
 partnership, joint venture or other business association or entity, foreign
 or domestic, of which the Company or any of its other Subsidiaries owns,
 directly or indirectly, greater than fifty percent of the shares of capital
 stock or other equity interests (including partnership interests) entitled
 to cast at least a majority of the votes that may be cast by all shares or
 equity interests having ordinary voting power for the election of directors
 or other governing body of such entity (each such entity is hereinafter
 referred to as a Subsidiary and are hereinafter collectively referred to as
 the "Subsidiaries".)  Each Subsidiary is a corporation duly organized,
 validly existing and in good standing under the laws of its jurisdiction of
 incorporation.  Each Subsidiary is duly qualified as a foreign corporation
 to do business, and is in good standing, in each jurisdiction where the
 character of its properties owned or held under lease or the nature of its
 activities makes such qualification necessary except where the failure to
 be so qualified will not have a Company Material Adverse Effect.  Each
 Subsidiary has the corporate power to carry on its business as it is now
 being conducted or presently proposed to be conducted.  All of the
 outstanding shares of capital stock of the Subsidiaries are validly issued,
 fully paid and nonassessable and are owned by the Company or by a
 Subsidiary free and clear of any liens, claims, charges or encumbrances. 
 There are not now, and at the Effective Time there will not be, any
 outstanding options, warrants, subscriptions, calls, rights, convertible
 securities or other agreements or commitments obligating the Company or any
 Subsidiary to issue, transfer or sell any securities of any Subsidiary. 
 There are not now, and at the Effective Time there will not be, any voting
 trusts or other agreements or understandings to which the Company or any of
 the Subsidiaries is a party or is bound with respect to the voting of the
 capital stock of the Company or any of the Subsidiaries. 

           Section 5.4    Authority Relative to this Agreement.  The Company
 has the corporate power to enter into this Agreement, the Parent Option
 Agreement and the Company Option Agreement, to carry out its obligations
 hereunder and thereunder and to consummate the Merger.  The execution and
 delivery of this Agreement, the Parent Option Agreement and the Company
 Option Agreement by the Company, the consummation by the Company of the
 transactions contemplated hereby and thereby and the consummation of the
 Merger have been duly authorized by the Company's Board of Directors and,
 except for the approval of its stockholders to be sought at the
 stockholders meeting contemplated by Section 7.4 hereof and the filing of
 the Certificate of Merger as required by the GCL, no other corporate
 proceedings on the part of the Company are necessary to authorize this
 Agreement, the Parent Option Agreement and the Company Option Agreement,
 the transactions contemplated hereby and thereby or the consummation of the
 Merger.  This Agreement, the Parent Option Agreement  and the Company
 Option Agreement have been duly and validly executed and delivered by the
 Company and, assuming due authorization, execution and delivery by the
 other parties hereto, this Agreement, the Parent Option Agreement and the
 Company Option Agreement constitute valid and binding agreements of the
 Company, enforceable against the Company in accordance with their terms,
 except insofar as enforceability may be limited by applicable bankruptcy,
 insolvency, reorganization, moratorium or similar laws affecting creditors'
 rights generally, or principles governing the availability of equitable
 remedies. 

           Section 5.5    Consents and Approvals; No Violations.  Except for
 applicable requirements of the HSR Act, the Securities Act, the Exchange
 Act, state securities or blue sky laws, the rules and regulations of NASDAQ
 and the filing and recordation of a Certificate of Merger as required by
 the GCL, no filing with, and no permit, authorization, consent or approval
 of, any public body or authority is necessary for the consummation by the
 Company of the transactions contemplated by this Agreement, the Parent
 Option Agreement and the Company Option Agreement.  Neither the execution
 and delivery of this Agreement, the Parent Option Agreement or the Company
 Option Agreement by the Company, nor the consummation by the Company of the
 transactions contemplated hereby or thereby, nor compliance by the Company
 with any of the provisions hereof or thereof, will (a) conflict with or
 result in any breach of any provisions of the Certificate of Incorporation
 or By-Laws of the Company or any of the Subsidiaries, (b) except as set
 forth on Schedule 5.5(b), result in a violation or breach of, or constitute
 (with or without due notice or lapse of time or both) a default (or give
 rise to any right of termination, cancellation or acceleration) under, any
 of the terms, conditions or provisions of any note, bond, mortgage,
 indenture, license, contract, agreement or other instrument or obligation
 to which the Company or any of the Subsidiaries is a party or by which any
 of them or any of their properties or assets may be bound or (c) violate
 any order, writ, injunction, decree, statute, rule or regulation applicable
 to the Company, any of the Subsidiaries or any of their properties or
 assets, except in the case of clauses (b) and (c) for violations, breaches
 or defaults which would not individually or in the aggregate have a Company
 Material Adverse Effect. 

           Section 5.6    Reports and Financial Statements.  The Company has
 filed all reports required to be filed with the SEC pursuant to the
 Exchange Act since March 26, 1996 (such reports, together with all
 registration statements, prospectuses and information statements filed by
 the Company since March 26, 1996, being hereinafter collectively referred
 to as the "Company SEC Reports"), and has previously furnished Parent with
 true and complete copies of all such Company SEC Reports.  None of such
 Company SEC Reports, as of their respective dates, contained any untrue
 statement of a material fact or omitted to state a material fact required
 to be stated therein or necessary to make the statements therein, in light
 of the circumstances under which they were made, not misleading.  As of
 their respective dates, all such Company SEC Reports complied as to form in
 all material respects with the applicable requirements of the Securities
 Act.  Each of the balance sheets (including the related notes) included in
 the Company SEC Reports fairly presents the consolidated financial position
 of the Company and the Subsidiaries as of the respective dates thereof, and
 the other related statements (including the related notes) included therein
 fairly present the results of operations and the changes in financial
 position of the Company and the Subsidiaries for the respective periods or
 as of the respective dates set forth therein (subject, where appropriate,
 to normal year-end adjustments), all in conformity with generally accepted
 accounting principles consistently applied during the periods involved,
 except as otherwise noted therein. 

           Section 5.7    Absence of Certain Changes or Events.  Except as
 set forth in Schedule 5.7 hereto or in the Company SEC Reports, since
 September 30, 1997, neither the Company nor any of the Subsidiaries has:
 (a) suffered any change which had or would have a Company Material Adverse
 Effect or (b) subsequent to the date hereof, except as permitted by Section
 6.1 hereof, conducted its business and operations other than in the
 ordinary course of business and consistent with past practices. 

           Section 5.8    Litigation.  Except for litigation disclosed in
 the Company SEC Reports there is no suit, action or proceeding pending or,
 to the knowledge of the Company, threatened against or affecting the
 Company or any of its Subsidiaries the outcome of which is reasonably
 likely to have a Company Material Adverse Effect; nor is there any
 judgment, decree, injunction, rule or order of any court, governmental
 department, commission, agency, instrumentality or arbitrator outstanding
 against the Company or any of its Subsidiaries, which has or would have a
 Company Material Adverse Effect.  

           Section 5.9    Patents, Trademarks, Etc.  Except as set forth in
 Schedule 5.9, to the knowledge of the Company, the Company and its
 Subsidiaries own or possess adequate licenses or other valid rights to use
 all Proprietary Rights used or held for use in connection with the business
 of the Company and its Subsidiaries as currently conducted or as
 contemplated to be conducted, free and clear of any liens, clams or
 encumbrances.  Except as set forth in Schedule 5.9, to the knowledge of the
 Company, the conduct of the business of the Company and its Subsidiaries as
 currently conducted does not conflict in any way with any Proprietary Right
 of any third party.  To the knowledge of the Company there are no
 infringements of any of the Proprietary Rights owned by or licensed to the
 Company or any of its Subsidiaries. 

           Section 5.10   Information in Disclosure Documents and
 Registration Statement.  None of the information to be supplied by the
 Company for inclusion in the Proxy Statement or the Registration Statement,
 other than the information to be supplied by Parent or Sub, will, in the
 case of the Registration Statement, at the time it becomes effective and at
 the Effective Time, or, in the case of the Proxy Statement or any
 amendments thereof or supplements thereto, at the time of the mailing of
 the Proxy Statement and any amendments or supplements thereto, and at the
 time of the meeting of stockholders of the Company to be held in connection
 with the Merger, contain any untrue statement of a material fact or omit to
 state any material fact required to be stated therein or necessary in order
 to make the statements therein, in light of the circumstances under which
 they are made, not misleading.  The Proxy Statement will comply as to form
 in all material respects with the provisions of the Exchange Act, and the
 rules and regulations promulgated thereunder. 

           Section 5.11   Absence of Undisclosed Liabilities.  Other than
 obligations incurred in the ordinary course of business, neither the
 Company nor any of its Subsidiaries has any liabilities or obligations of
 any nature, whether or not accrued, contingent or otherwise, and there is
 no existing condition, situation or set of circumstances which would
 reasonably be expected to result in such a liability or obligation which
 would be required to be disclosed on a consolidated balance sheet under
 GAAP,  except (a) liabilities or obligations reflected in the Company SEC
 Reports and (b) liabilities or obligations which would not, individually or
 in the aggregate, have a Company Material Adverse Effect. 

           Section 5.12   No Default.  Neither the Company nor any of the
 Subsidiaries is in default or violation (and no event has occurred which
 with notice or the lapse of time or both would constitute a default or
 violation) of any term, condition or provision of (a) its Certificate of
 Incorporation or By-Laws, (b) any note, bond, mortgage, indenture, license,
 agreement, contract, lease, commitment or other obligation to which the
 Company or any of the Subsidiaries is a party or by which they or any of
 their properties or assets may be bound, or (c) any order, writ,
 injunction, decree, statute, rule or regulation applicable to the Company
 or any of the Subsidiaries, except in the case of clauses (b) and (c) above
 for defaults or violations which would not individually or in the aggregate
 have a Company Material Adverse Effect. 

           Section 5.13   Taxes.  (a)  All federal, state, local and foreign
 Tax Returns required to be filed by or on behalf of the Company, each of
 its Subsidiaries, and each affiliated, combined, consolidated or unitary
 group of which the Company or any of its Subsidiaries (i) is a member (a
 "Current Company Group") or (ii) has been a member within six years prior
 to the date hereof but is not currently a member, but only insofar as any
 such Tax Return relates to a taxable period ending on a date within the
 last six years (a "Past Company Group," together with Current Company
 Groups, a "Company Affiliated Group") have been timely filed, and all such
 Tax Returns are complete and accurate except to the extent any failure to
 file or any inaccuracies in filed returns would not, individually or in the
 aggregate, have a Company Material Adverse Effect (it being understood that
 the representations made in this Section, to the extent that they relate to
 Past Company Groups, are made to the knowledge of the Company).  All Taxes
 due and owing by the Company, any Subsidiary of the Company or any Company
 Affiliated Group have been timely paid, or adequately reserved for, except
 to the extent any failure to pay or reserve would not, individually or in
 the aggregate, have a Company Material Adverse Effect.  There is no audit
 examination, deficiency, refund litigation, proposed adjustment or matter
 in controversy with respect to any Taxes due and owing by the Company, any
 Subsidiary or any Affiliated Group which would, individually or in the
 aggregate, have a Company Material Adverse Effect.  All assessments for
 Taxes due and owing by the Company, any Subsidiary or any Company
 Affiliated Group with respect to completed and settled examinations or
 concluded litigation have been paid.  Schedule 5.13 sets forth (i) the
 taxable years of the Company for which the statutes of limitations with
 respect to U.S. federal income Taxes have not expired, and (ii) with
 respect to U.S. federal income Taxes, for all taxable years for which the
 statute of limitations has not yet expired, those years for which
 examinations have been completed, those years for which examinations are
 presently being conducted, and those years for which examinations have not
 yet been initiated.  The Company and each of its Subsidiaries have complied
 in all material respects with all rules and regulations relating to the
 payment and withholding of Taxes, except to the extent any such failure to
 comply would not, individually or in the aggregate, have a Company Material
 Adverse Effect.  

           (b)  Neither the Company nor any of its Subsidiaries is a party
 to, bound by, or has any obligation under any Tax sharing, allocation,
 indemnity, or similar contract or arrangement. 

           (c)  Neither the Company nor any of its Subsidiaries knows of any
 fact or has taken any action that could reasonably be expected to prevent
 the Merger from qualifying as a reorganization within the meaning of
 Section 368(a) of the Code. 

           (d)  Schedule 5.13 sets forth (i) the taxable years of the
 Company for which the statute of limitations with respect to Material State
 income Taxes have not expired, and (ii) with respect to Material State
 income Taxes, for all taxable years for which the statute of limitations
 has not expired, those years for which examinations have been completed,
 those years for which examinations are presently being conducted, and those
 years for which examinations have not yet been initiated. 

           (e)  For purposes of this Section 5.13:  "Material State" means
 any state for which the average allocation percentage of the Company and
 its Subsidiaries for the past three years exceeds ten percent (10%). 

           Section 5.14   Title to Properties; Encumbrances.  Except as
 described in the following sentence, each of the Company and the
 Subsidiaries has good and marketable title to, or a valid leasehold
 interest in, all of its properties and assets (real, personal and mixed,
 tangible and intangible material to the operations and business of the
 Company), including, without limitation, all such properties and assets
 reflected in the consolidated balance sheet of the Company and the
 Subsidiaries as of March 31, 1998 included in the Company's Quarterly
 Report on Form 10-Q for the period ended on such date (except for
 properties and assets disposed of in the ordinary course of business and
 consistent with past practices since March 31, 1998). None of such
 properties or assets are subject to any liability, obligation, claim, lien,
 mortgage, pledge, security interest, conditional sale agreement, charge or
 encumbrance of any kind (whether absolute, accrued, contingent or
 otherwise), except (i) as set forth in the Company SEC Reports or in
 Schedule 5.14 hereto, and (ii) such encumbrances that do not individually
 or in the aggregate have a Company Material Adverse Effect. 

           Section 5.15   Compliance with Applicable Law.  Each of the
 Company and the Subsidiaries is in compliance with all applicable Laws
 (whether statutory or otherwise), except where the failure to be in such
 compliance would not, individually or in the aggregate, have a Company
 Material Adverse Effect. 

           Section 5.16   Labor Matters.  Except as set forth on Schedule
 5.16, neither the Company nor any of the Subsidiaries is a party to, or
 bound by, any collective bargaining agreement, contract or other agreement
 or understanding with a labor union or labor organization.  There is no
 unfair labor practice or labor arbitration proceeding pending or, to the
 knowledge of the Company, threatened against the Company or the
 Subsidiaries relating to their business, except for any such preceding
 which would not have a Company Material Adverse Effect.  To the knowledge
 of the Company, there are no organizational efforts with respect to the
 formation of a collective bargaining unit presently being made or
 threatened involving employees of the Company or any of the Subsidiaries.  

           Section 5.17   Employee Benefit Plans; ERISA.  (a)  Schedule 5.17
 hereto contains a true and complete list of each bonus, deferred
 compensation, incentive compensation, stock purchase, stock option,
 severance or termination pay, hospitalization or other medical, life or
 other insurance, supplemental unemployment benefits, profit-sharing,
 pension, or retirement plan, program, agreement or arrangement, and each
 other employee benefit plan, program, agreement or arrangement (the
 "Plans"), maintained or contributed to or required to be contributed to by
 (i) the Company, (ii) any Subsidiary or (iii) any ERISA Affiliate, that
 together with the Company would be deemed a "single employer" within the
 meaning of Section 4001 of ERISA, for the benefit of any employee or former
 employee of the Company, any Subsidiary or any ERISA Affiliate.  Schedule
 5.17(a) hereto identifies each of the Plans that is an "employee benefit
 plan," as that term is defined in Section 3(3) of ERISA (such plans being
 hereinafter referred to collectively as the "ERISA Plans"). 

           (b)  With respect to each of the Plans, the Company has
 heretofore delivered or will deliver to Parent true and complete copies of
 each of the following documents: 

                (i)  a copy of the Plan (including all amendments thereto); 

                (ii) a copy of the annual report and actuarial report, if
      required under ERISA, with respect to each such Plan for the last two
      years; 

                (iii)     a copy of the most recent Summary Plan
      Description, together with each Summary of Material Modifications,
      required under ERISA with respect to such Plan; 

                (iv) if the Plan is funded through a trust or any third
      party funding vehicle, a copy of the trust or other funding agreement
      (including all amendments thereto) and the latest financial statements
      thereof; and 

                (v)  the most recent determination letter received from the
      Internal Revenue Service with respect to each Plan intended to qualify
      under Section 401 of the Code. 

           (c)  No liability under Title IV of ERISA has been incurred by
 the Company, any Subsidiary or any ERISA Affiliate since the effective date
 of ERISA that has not been satisfied in full, and no condition exists that
 presents a material risk to the Company, any Subsidiary or any ERISA
 Affiliate of incurring a liability under such Title.  To the extent this
 representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA,
 it is made not only with respect to the ERISA Plans but also with respect
 to any employee benefit plan, program, agreement or arrangement subject to
 Title IV of ERISA to which the Company, a Subsidiary or an ERISA Affiliate
 made, or was required to make, contributions during the five-year period
 ending on the Effective Time. 

           (d)  Except as disclosed in Schedule 5.17, with respect to each
 ERISA Plan which is subject to Title IV of ERISA, the present value of
 accrued benefits under such plan, based upon the actuarial assumptions used
 for funding purposes in the most recent actuarial report prepared by such
 plan's actuary with respect to such plan did not exceed, as of its latest
 valuation date, the then current value of the assets of such plan allocable
 to such accrued benefits. 

           (e)  Except as disclosed in Schedule 5.17, no ERISA Plan or any
 trust established thereunder has incurred any "accumulated funding
 deficiency" (as defined in Section 302 of ERISA and Section 412 of the
 Code), whether or not waived, as of the last day of the most recent fiscal
 year of each ERISA Plan ended prior to the Effective Time; and all
 contributions required to be made with respect thereto (whether pursuant to
 the term of any ERISA Plan or otherwise) on or prior to the Effective Time
 have been timely made. 

           (f)  No ERISA Plan is a "multiemployer pension plan," as defined
 in Section 3(37) of ERISA, nor is any ERISA Plan a plan described in
 Section 4063(a) of ERISA. 

           (g)  Each ERISA Plan intended to be "qualified" within the
 meaning of Section 401(a) of the Code is so qualified and the trusts
 maintained thereunder are exempt from taxation under Section 501(a) of the
 Code. 

           (h)  Each of the Plans has been operated and administered in all
 material respects in accordance with applicable laws, including, but not
 limited to, ERISA and the Code. 

           (i)  Except as disclosed in Schedule 5.17, no amounts payable
 under the Plans will fail to be deductible for federal income tax purposes
 by virtue of Section 280G of the Code.  Schedule 5.17 sets forth the
 aggregate amount of entitlements and other amounts that could be (i)
 received (whether in cash or property or the vesting of property) under any
 of the Plans as a result of any of the transactions contemplated by this
 Agreement by any person which is a "disqualified individual" (as such term
 is defined in Section 280G(c) of the Code) and (ii) characterized as an
 "excess parachute payment" (as such term is defined in Section 280G(b)(1)
 of the Code), plus the amount of any excise taxes that may be imposed with
 respect thereto and any additional amounts or gross-ups that may be paid
 with respect to such amounts. 

           (j)  Except as disclosed in Schedule 5.17, no Plan provides
 benefits, including without limitation death or medical benefits (whether
 or not insured), with respect to current or former employees of the
 Company, any Subsidiary or any ERISA Affiliate beyond their retirement or
 other termination of service, other than (i) coverage mandated by
 applicable law, (ii) death benefits or retirement benefits under any
 "employee pension plan", as that term is defined in Section 3(2) of ERISA,
 (iii) deferred compensation benefits accrued as liabilities on the books of
 the Company, any Subsidiary or any ERISA Affiliate or (iv) benefits the
 full cost of which is borne by the current or former employee (or his
 beneficiary). 

           (k)  Except as disclosed on Schedule 5.17, the consummation of
 the transactions contemplated by this Agreement will not 

                (i)  entitle any current or former employee or officer of
      the Company, any Subsidiary or any ERISA Affiliate to severance pay,
      unemployment compensation or any other payment, except as expressly
      provided in this Agreement, 

                (ii) accelerate the time of payment or vesting, or increase
      the amount of compensation due any such employee or officer, or 

                (iii)     result in any prohibited transaction described in
      Section 406 of ERISA or Section 4975 of the Code for which an
      exemption is not available. 

           (l)  With respect to each Plan that is funded wholly or partially
 through an insurance policy, there will be no liability of the Company, any
 Subsidiary or any ERISA Affiliate, as of the Effective Time, under any such
 insurance policy or ancillary agreement with respect to such insurance
 policy in the nature of a retroactive rate adjustment, loss sharing
 arrangement or other actual or contingent liability arising wholly or
 partially out of events occurring prior to the closing. 

           (m)  There are no pending, threatened or anticipated claims by or
 on behalf of any of the Plans, by any employee or beneficiary covered under
 any such Plan, or otherwise involving any such Plan (other than routine
 claims for benefits). 

           (n)  Neither the Company, any Subsidiary or any ERISA Affiliate,
 nor any of the ERISA Plans, nor any trust created thereunder, nor any
 trustee or administrator thereof has engaged in a transaction in connection
 with which the Company, any Subsidiary or any ERISA Affiliate, any of the
 ERISA Plans, any such trust, or any trustee or administrator thereof, or
 any party dealing with the ERISA Plans or any such trust could be subject
 to either a material civil liability under Section 409 of ERISA or Section
 502(i) of ERISA, or a material tax imposed pursuant to Section 4975 or 4976
 of the Code. 

           Section 5.18   Contracts.  Except as set forth on Schedule 5.18
 hereto, neither the Company nor any of its Subsidiaries is party to any
 agreement (whether written or oral) that (a) involves performance of
 services or delivery of goods or materials of an amount or value in excess
 of $1 million per year; or (b) is a software licensing agreement involving
 an amount or value in excess of $500,000 (the "Company Contracts"). Each
 Company Contract is valid and binding on the Company and is in full force
 and effect, and the Company and each of its Subsidiaries have in all
 material respects performed all obligations required to be performed by
 them to date under each Company Contract, except where such noncompliance,
 individually or in the aggregate, would not have a Company Material Adverse
 Effect.  Neither the Company nor any of its Subsidiaries knows of, or has
 received notice of, any violation or default under any Company Contract
 except for such violations or defaults as would not in the aggregate have a
 Company Material Adverse Effect. 

           Section 5.19   Vote Required.  Approval of the Merger by the
 stockholders of the Company will require the affirmative vote of the
 holders of a majority of the outstanding Shares.  No other vote of the
 stockholders of the Company, or of the holders of any other securities of
 the Company (equity or otherwise), is required by law, the certificate of
 incorporation or by-laws of the Company or otherwise in order for the
 Company to consummate the Merger and the transactions contemplated hereby
 and by the Company Option Agreement. 

           Section 5.20   Opinion of Financial Advisor.  The Board of
 Directors of the Company (at meetings duly called and held) has unanimously
 determined that the transactions contemplated hereby are fair to and in the
 best interests of the Company's stockholders.  The Company has received the
 opinion of Donaldson, Lufkin & Jenrette Securities Corporation, the
 Company's financial advisor, substantially to the effect that the Exchange
 Ratio is fair to the holders of the Company Common Stock from a financial
 point of view. 

           Section 5.21   Takeover Statute.  The Board of Directors of the
 Company has approved this Agreement, the Parent Option Agreement and the
 Company Option Agreement and the transactions contemplated hereby and
 thereby and, assuming the accuracy of Parent's and Sub's representation and
 warranty contained in Section 4.19, such approval constitutes approval of
 the Merger and the other transactions contemplated hereby by such Board of
 Directors under the provisions of Section 203 of the GCL such that Section
 203 of the GCL does not apply to this Agreement and the transactions
 contemplated hereby. 

           Section 5.22   The Company Rights Agreement.  The Board of
 Directors of the Company has approved the amendment of the Company Rights
 Plan in the form attached hereto as Exhibit B and as a result thereof, none
 of the execution or delivery of this Agreement, the Proxies or the Company
 Option Agreement or the consummation of the transactions contemplated
 hereby or thereby will (a) cause the Company Rights to become exercisable
 or to separate from the stock certificates to which they are attached, (b)
 cause Parent to become an "Acquiring Person" (as such term is defined in
 the Company Rights Agreement), or (c) trigger any other provisions of the
 Company Rights Agreement.  

           Section 5.23  Ownership of Parent Common Stock.  Except as
 contemplated by this Agreement, the Parent Option Agreement and the Parent
 Stock Proxy, as of the date hereof, neither the Company nor, to its
 knowledge without independent investigation, any of its affiliates, (i)
 beneficially owns (as defined in Rule 13d-3 under the Exchange Act,
 directly or indirectly, or (ii) is party to any agreement, arrangement or
 understanding for the purpose of acquiring, holding, voting or disposing
 of, in each case, shares of capital stock of Parent. 

           Section 5.24  Pooling.  Neither the Company nor any Subsidiary
 has knowledge of any fact or information which causes, or should reasonably
 cause, the Company or any Subsidiary to believe that the transactions
 contemplated by this Agreement could not be accounted for as a pooling of
 interests under Opinion 16 of the Accounting Principles Board and
 applicable SEC rules and regulations. 
  
                                 ARTICLE VI 

                   CONDUCT OF BUSINESS PENDING THE MERGER 

           Section 6.1    Conduct of Business by the Company Pending the
 Merger.  Prior to the Effective Time, unless Parent shall otherwise agree
 in writing, or as set forth in Schedule 6.1 or may be expressly permitted
 pursuant to this Agreement: 

           (a)  the respective businesses of the Company and the
 Subsidiaries shall be conducted only in the ordinary and usual course of
 business and consistent with past practices, and there shall be no material
 changes in the conduct of the Company's operations; 

           (b)  the Company shall not (i) sell or pledge or agree to sell or
 pledge any stock owned by it in any of the Subsidiaries; (ii) amend its
 Certificate of Incorporation or By-Laws; or (iii) split, combine or
 reclassify any shares of its outstanding capital stock or declare, set
 aside or pay any dividend or other distribution payable in cash, stock or
 property, or redeem or otherwise acquire any shares of its capital stock or
 shares of the capital stock of any of the Subsidiaries; 

           (c)  neither the Company nor any of the Subsidiaries shall
 (i) authorize for issuance, issue or sell or agree to issue or sell any
 additional shares of, or rights of any kind to acquire any shares of, its
 capital stock of any class (whether through the issuance or granting of
 options, warrants, commitments, subscriptions, rights to purchase or
 otherwise), except for the 4,580,003 unissued Shares reserved for issuance
 upon the exercise of currently outstanding employee stock options and
 except for employee options to purchase not more than 50,000 shares, the
 7,228,153 Shares reserved for issuance upon conversion of the Company's
 51/4% Convertible Subordinated Notes due 2003, or the 180,000 Shares
 reserved for issuance upon exercise of warrants; (ii) acquire, dispose of,
 transfer, lease, license, mortgage, pledge or encumber any fixed or other
 assets other than in the ordinary course of business and consistent with
 past practices; (iii) except for certain indebtedness not in excess of
 $15,000,000, incur, assume or prepay any indebtedness or any other material
 liabilities other than in the ordinary course of business and consistent
 with past practices; (iv) assume, guarantee, endorse or otherwise become
 liable or responsible (whether directly, contingently or otherwise) for the
 obligations of any other person other than a Subsidiary in the ordinary
 course of business and consistent with past practices; (v) make any loans,
 advances or capital contributions to, or investments in, any other person,
 other than to Subsidiaries; (vi) authorize capital expenditures not in the
 ordinary course of business in excess of $1,000,000; (vii) make any Tax
 election or settle or compromise any Tax liability; (viii) change its
 fiscal year;  (ix) except as disclosed in the Company SEC Reports filed
 prior to the date of this Agreement, or as required by a governmental body
 or authority, change its methods of accounting (including, without
 limitation, make any material write-off or reduction in the carrying value
 of any assets) in effect at September 30, 1997, except as required by
 changes in GAAP as concurred in by the Company's independent auditors; or
 (x) enter into any contract, agreement, commitment or arrangement with
 respect to any of the foregoing; 

           (d)  the Company shall use its reasonable best efforts to
 preserve intact the business organization of the Company and the
 Subsidiaries, to keep available the services of its and their present
 officers and key employees, and to preserve the goodwill of those having
 business relationships with it and the Subsidiaries; 

           (e)  neither the Company nor any of the Subsidiaries will enter
 into any employment agreements with any officers or employees or grant any
 increases in the compensation of their respective officers and employees
 other than increases in the ordinary course of business and consistent with
 past practice, or enter into, adopt or amend any Plan (as that term is
 defined in Schedule 5.17 hereto); and 

           (f)  neither the Company nor any of the Subsidiaries shall (i)
 take or allow to be taken any action which would jeopardize the treatment
 of Parent's acquisition of the Company as a pooling of interests for
 accounting purposes; or (ii) take any action which would jeopardize
 qualification of the Merger as a reorganization within the meaning of
 Section 368(a) of the Code. 

           Section 6.2    Conduct of Business by Parent Pending the Merger. 
 Prior to the Effective Time, unless the Company shall otherwise agree in
 writing, or as otherwise expressly permitted by this Agreement: 

           (a)  the respective businesses of Parent and the Parent
 Subsidiaries shall be conducted only in the ordinary and usual course of
 business and consistent with past practices, and there shall be no material
 changes in the conduct of Parent's operations; 

           (b)  Parent shall not (i) sell or pledge or agree to sell or
 pledge any stock owned by it in any of the Parent Subsidiaries; (ii) amend
 its Certificate of Incorporation or By-Laws; (iii) split, combine or
 reclassify any shares of its outstanding capital stock or declare, set
 aside or pay any dividend or other distribution payable in cash, stock or
 property, or redeem or otherwise acquire any shares of its capital stock or
 shares of the capital stock of any of the Parent Subsidiaries or (iv)
 consolidate with or merge with or into another company unless at least 50%
 of the members of the Board of Directors of the surviving entity are
 members of the Board of Directors of Parent immediately prior to such
 merger or consolidation or are otherwise designated by Parent. 

           (c)  neither Parent nor any of the Parent Subsidiaries shall
 (i) authorize for issuance, issue or sell or agree to issue or sell any
 additional shares of, or rights of any kind to acquire any shares of, its
 capital stock of any class (whether through the issuance or granting of
 options, warrants, commitments, subscriptions, rights to purchase or
 otherwise), except for (a) unissued shares of Parent Common Stock reserved
 for issuance upon the exercise of Parent Employee Stock Options, (b) the
 shares of Parent Common Stock to be granted pursuant to Parent's Employee
 Stock Benefit and Recognition Program, and (c) the shares of Parent Common
 Stock reserved for issuance upon the exercise of certain rights by Trans
 Union Corporation ("Trans Union") pursuant to the Data Center Management
 Agreement between Trans Union and Parent, or (ii) enter into any contract,
 agreement, commitment or arrangement with respect to any of the foregoing; 

           (d)  Parent shall use its reasonable best efforts to preserve
 intact the business organization of Parent and the Parent Subsidiaries, to
 keep available the services of its and their present officers and key
 employees, and to preserve the goodwill of those having business
 relationships with it and the Parent Subsidiaries; 

           (e)  neither Parent nor any of the Parent Subsidiaries shall (i)
 take or allow to be taken any action which would jeopardize the treatment
 of the transaction as a pooling of interests for accounting purposes or
 (ii) take any action which would jeopardize qualification of the Merger as
 a reorganization within the meaning of Section 368(a) of the Code. 

           (f)  Nothing set forth in Section 6.2(a), (b), (c) or (d) above
 shall limit Parent's ability to authorize or propose, enter into, or
 consummate  agreements relating to acquisitions, mergers or other business
 combinations, including any such transaction pursuant to which Parent
 issues shares of its capital stock; provided that in connection with any
 such transaction Parent will not consolidate or merge with or into another
 company unless at least 50% of the members of the Board of Directors of the
 surviving entity are members of the Board of Directors of Parent
 immediately prior to such merger or consolidation or otherwise designated
 by Parent. 

           Section 6.3    Conduct of Business of Sub.  During the period
 from the date of this Agreement to the Effective Time, Sub shall not engage
 in any activities of any nature except as provided in or contemplated by
 this Agreement. 
  
                                ARTICLE VII 

                           ADDITIONAL AGREEMENTS 

           Section 7.1    Access and Information.  The Company and Parent
 shall each afford to the other and to the other's financial advisors, legal
 counsel, accountants consultants and other representatives full access upon
 reasonable notice and during normal business hours throughout the period
 prior to the Effective Time to all of its books, records, properties,
 plants and personnel and, during such period, each shall furnish promptly
 to the other (a) a copy of each report, schedule and other document filed
 or received by it pursuant to the requirements of federal or state
 securities laws, and (b) all other information as such other party may
 reasonably request, provided that no investigation pursuant to this Section
 7.1 shall affect any representations or warranties made herein or the
 conditions to the obligations of the respective parties to consummate the
 Merger.  Each party shall hold in confidence all nonpublic information
 until such time as such information is otherwise publicly available and, if
 this Agreement is terminated, each party will deliver to the other all
 documents, work papers and other material (including copies) obtained by
 such party or on its behalf from the other party as a result of this
 Agreement or in connection herewith, whether so obtained before or after
 the execution hereof. 

           Section 7.2    Acquisition Proposals.  From and after the date
 hereof, the Company will not and the Company and the Subsidiaries will use
 their best efforts to cause their respective directors, officers,
 employees, financial advisors, legal counsel, accountants and other agents
 and representatives not to initiate or solicit, directly or indirectly, any
 inquiries or the making of any proposal or offer with respect to, engage in
 negotiations concerning, provide any information or data to, any person
 relating to any acquisition, business combination or purchase (including by
 way of a tender or exchange offer) of (i) all or any significant portion of
 the assets of the Company and the Subsidiaries, (ii) 15% or more of the
 outstanding shares of Company Common Stock or (iii) 15% or more of the
 outstanding shares of capital stock of any Subsidiary of the Company (a
 "Takeover Proposal"), other than the Merger; provided, however, that
 nothing contained in this Section 7.2 shall prohibit the Board of Directors
 of the Company from (i) furnishing information to (but only pursuant to a
 confidentiality agreement in customary form) or entering into discussions
 or negotiations with any person or group that makes a Superior Proposal
 that was not solicited by the Company or which did not otherwise result
 from a breach of this Section 7.2, if, and only to the extent that, (A) the
 Board of Directors of the Company, based upon the advice of outside legal
 counsel, determines in good faith that such action is reasonably necessary
 for the Board of Directors to comply with its fiduciary duties to
 stockholders imposed by law, (B) concurrently with furnishing such
 information to, or entering into discussions or negotiations with, such
 person or group making this Superior Proposal, the Company provides written
 notice to Parent to the effect that it is furnishing information to, or
 entering into discussions or negotiations with, such person or group, and
 (C) the Company keeps Parent informed of the status and all material
 information including the identity of such person or group with respect to
 any such discussions or negotiations to the extent such disclosure would
 not constitute a violation of any applicable law.  For purposes of this
 Agreement "Superior Proposal" means any Takeover Proposal which the Board
 of Directors of the Company concludes in its good faith judgment (based on
 the advice of outside legal counsel and a financial advisor of a nationally
 recognized reputation) to be more favorable to the Company's stockholders
 than the Merger and for which financing, to the extent required, is fully
 committed, subject to customary conditions; provided, however, that the
 reference to "15%" in clauses (ii) and (iii) of the definition of Takeover
 Proposal shall be deemed to be references to "51%".  The Company will
 immediately cease and cause to be terminated any existing activities,
 discussions or negotiations with any person conducted heretofore with
 respect to any of the foregoing and will notify Parent immediately in
 writing if any such inquiries or proposals (including the material terms
 and conditions thereof) are received by, any such information is requested
 from, or any such negotiations or discussions are sought to be initiated or
 continued with, the Company.  Nothing contained in this Section 7.2 shall
 prohibit the Company from taking and disclosing to its stockholders a
 position contemplated by Rule 14e-2(a) promulgated under the Exchange Act
 or from making any disclosure to its stockholders if, in the good faith
 judgment of the Board of Directors of the Company, after consultation with
 outside legal counsel, failure so to disclose may be inconsistent with its
 obligations under applicable law. 

           Section 7.3    Registration Statement.  As promptly as
 practicable, Parent and the Company shall prepare and file with the SEC the
 Proxy Statement and Parent shall prepare and file with the SEC the
 Registration Statement.  Each of Parent and the Company shall use its best
 efforts to have the Registration Statement declared effective.  Parent
 shall also use its best efforts to take any action required to be taken
 under state securities or blue sky laws in connection with the issuance of
 the Parent Shares pursuant hereto.  Parent and the Company shall furnish
 each other with all information concerning Parent and the Company, as the
 case may be, and the holders of their capital stock and shall take such
 other action as each party may reasonably request in connection with the
 preparation of the Proxy Statement and the Registration Statement and
 issuance of Parent Shares.  Each such party agrees promptly to advise the
 other if at any time prior to the Effective Time any information provided
 by any party hereto in the Proxy Statement becomes incorrect or incomplete
 in any material respect, and to provide the information needed to correct
 such inaccuracy or omission.  To the extent the issuance of Parent Shares
 pursuant to the Merger to Lawrence J. Speh or Albert J. Speh, Jr., (or to
 any other stockholder of the Company granting proxies pursuant to Section
 7.7) are not permitted by the rules and regulations of the SEC to be
 registered on the Registration Statement, Parent will use its best efforts
 to register such issuance of Parent Shares to such stockholders of the
 Company on a Form S-3 or other appropriate form. 

           Section 7.4    Proxy Statements; Stockholder Approvals.  (a)  The
 Company, acting through its Board of Directors, shall, in accordance with
 applicable law and its Certificate of Incorporation and By-Laws: 

                (i)  promptly and duly call, give notice of, convene and
      hold as soon as practicable following the date upon which the
      Registration Statement becomes effective a meeting of its stockholders
      for the purpose of voting to approve and adopt this Agreement and
      shall use its reasonable best efforts to obtain such stockholder
      approval; and 

                (ii) recommend approval and adoption of this Agreement by
      the stockholders of the Company and include in the Proxy Statement
      such recommendation, and take all lawful action to solicit such
      approval. 

           (b)  Parent, acting through its Board of Directors, shall, in
 accordance with applicable law and its Certificate of Incorporation and By-
 Laws: 

                (i)  promptly and duly call, give notice of, convene and
      hold as soon as practicable following the date upon which the
      Registration Statement becomes effective a meeting of its stockholders
      for the purpose of voting to approve the issuance of the Parent Shares
      pursuant to the Merger and shall use its reasonable best efforts to
      obtain such stockholder approval; and 

                (ii) recommend approval and adoption of the issuance of the
      Parent Shares pursuant to the Merger by the stockholders of Parent and
      include in the Proxy Statement such recommendation, and take all
      lawful action to solicit such approval. 

           (c)  Parent and the Company shall cause the definitive Proxy
 Statement to be mailed to their stockholders as promptly as practicable
 after the Registration Statement is declared effective under the Securities
 Act.  At the stockholders' meetings, each of Parent and the Company shall
 vote or cause to be voted in favor of approval and adoption of this
 Agreement all Shares as to which it holds proxies at such time. 

           Section 7.5    Affiliate Agreements.  (a)  Prior to the mailing
 of the Proxy Statement to the stockholders of the Company the Company shall
 cause to be delivered to Parent a list in form and substance reasonably
 satisfactory to Parent identifying all persons who are at the time of the
 Company stockholders' meeting convened in accordance with Section 7.4
 hereof, "affiliates" of the Company as that term is used in Rule 145 under
 the Securities Act or under applicable SEC accounting releases with respect
 to pooling of interests accounting treatment.  The Company shall use its
 reasonable best efforts to cause each person who is identified as a
 possible "affiliate" in the list furnished pursuant to this Section 7.5 to
 deliver to Parent at or prior to the mailing of the Proxy Statement a
 written agreement, in substantially the form attached hereto as Exhibit C. 

           (b)  Prior to the mailing of the Proxy Statement to the
 stockholders of Parent, Parent shall deliver to the Company a list, in form
 and substance reasonably satisfactory to the Company, identifying all
 persons who are, at the time of the Parent stockholders' meeting convened
 in accordance with Section 7.4 hereof, "affiliates" of Parent under
 applicable SEC accounting releases with respect to pooling of interests
 accounting treatment.  Parent shall use its reasonable best efforts to
 cause each person who is identified as a possible "affiliate" in the list
 furnished pursuant to this Section 7.5 to deliver to Parent at or prior to
 the mailing of the Proxy Statement, a written agreement substantially in
 the form of Exhibit D hereto. 

           Section 7.6    Antitrust Laws.  As promptly as practicable, the
 Company, Parent and Sub shall make all filings and submissions under the
 HSR Act as may be reasonably required to be made in connection with this
 Agreement and the transactions contemplated hereby.  Subject to Section 7.1
 hereof, the Company will furnish to Parent and Sub, and Parent and Sub will
 furnish to the Company, such information and assistance as the other may
 reasonably request in connection with the preparation of any such filings
 or submissions.  Subject to Section 7.1 hereof, the Company will provide
 Parent and Sub, and Parent and Sub will provide the Company, with copies of
 all correspondence, filings or communications (or memoranda setting forth
 the substance thereof) between such party or any of its representatives, on
 the one hand, and any governmental agency or authority or members of their
 respective staffs, on the other hand, with respect to this Agreement and
 the transactions contemplated hereby.  

           Section 7.7    Proxies.  Concurrently herewith, the Parent is
 entering into the Company Stock Proxies with each of Lawrence J. Speh and
 Albert J. Speh, Jr. in the form attached hereto as Exhibits A-2 and A-3,
 respectively.  Concurrently herewith, the Company is entering into the
 Parent Stock Proxy with Charles D. Morgan in the form attached hereto as
 Exhibit A-1.  Parent will use its reasonable best efforts to obtain proxies
 within ten business days following the date hereof from the stockholders
 listed on Schedule 7.7(a) hereto, such proxies to be substantially in the
 form of Exhibit A-1.  The Company will use its reasonable best efforts to
 obtain proxies within ten business days following the date hereof from the
 record holders of all shares of Company Common Stock reflected as being
 beneficially owned by each of Lawrence J. Speh and Albert J. Speh, Jr., as
 set forth on Schedule 7.7(b), such proxies to be substantially in the form
 of Exhibits A-2 and A-3. 

           Section 7.8    Employees, Employee Benefits.  (a)  Parent agrees
 that individuals who are employed by the Company as of the Effective Time
 shall become employees of the Surviving Corporation following the Effective
 Time (each such employee, an "Affected Employee"); provided, however, that
 nothing contained in this Section 7.8 shall require the Surviving
 Corporation to continue the employment of any Affected Employee for any
 period of time following the Effective Time. 

           (b)  Parent shall, or shall cause the Surviving Corporation to,
 give Affected Employees full credit for purposes of eligibility, vesting
 and determination of the level of benefits (but not for the purpose of
 benefit accrual under any defined benefit plan) under any employee benefit
 plans or arrangements maintained by the Parent, the Surviving Corporation
 or any Subsidiary of the Parent for such Affected Employees' service with
 the Company or any Subsidiary of the Company to the same extent recognized
 by the Company immediately prior to the Effective Time. 

           (c)  Parent shall, or shall cause the Surviving Corporation to,
 (i) waive all limitations as to preexisting conditions exclusions and
 waiting periods with respect to participation and coverage requirements
 applicable to the Affected Employees under any welfare benefit plans that
 such Affected Employees may be eligible to participate in after the
 Effective Time, other than limitations or waiting periods that are already
 in effect with respect to such Affected Employees and that have not been
 satisfied as of the Effective Time under any welfare plan maintained for
 the Affected Employees immediately prior to the Effective Time, and (ii)
 provide each Affected Employee with credit for any co-payments and
 deductibles paid prior to the Effective Time in satisfying any applicable
 deductible or out-of-pocket requirements under any welfare plans that such
 Affected Employees are eligible to participate in after the Effective Time. 

           Section 7.9    Stock Options.  (a)  As of the Effective Time, (i)
 each outstanding Employee Stock Option shall be converted into an option
 (an "Adjusted Option") to purchase the number of Parent Shares equal to the
 number of Shares subject to such Employee Stock Option immediately prior to
 the Effective Time multiplied by the Exchange Ratio (rounded to the nearest
 whole number of Parent Shares), at an exercise price per share equal to the
 exercise price for each such Share subject to such option divided by the
 Exchange Ratio (rounded down to the nearest whole cent), and all references
 in each such Employee Stock Option to the Company shall be deemed to refer
 to Parent, where appropriate; provided, however, that the adjustments
 provided in this clause (i) with respect to any Employee Stock Options
 which are "incentive stock options" (as defined in Section 422 of the Code)
 or which are described in Section 423 of the Code, shall be affected in a
 manner consistent with the requirements of Section 424(a) of the Code, and
 (ii) Parent shall assume the obligations of the Company under the Company's
 stock option plans pursuant to which such Employee Stock Options were
 issued.  The other terms of each Adjusted Option, and the plans or
 agreements under which they were issued, shall continue to apply in
 accordance with their terms.  The date of grant of each Adjusted Option
 shall be the date on which the corresponding Employee Stock Option was
 granted. 

           (b)  Parent shall (i) reserve for issuance the number of Parent
 Shares that will become subject to the benefit plans, programs and
 arrangements referred to in this Section 7.9 and (ii) issue or cause to be
 issued the appropriate number of Parent Shares pursuant to applicable
 plans, programs and arrangements, upon the exercise or maturation of rights
 existing thereunder on the Effective Time or thereafter granted or awarded. 
 No later than the Effective Time, Parent shall prepare and file with the
 SEC a registration statement on Form S-8 (or other appropriate form)
 registering a number of Parent Shares necessary to fulfill Parent's
 obligations under this Section 7.9.  Such registration statement shall be
 kept effective (and the current status of the prospectus required thereby
 shall be maintained) for at least as long as Adjusted Options remain
 outstanding. 

           (c)  As soon as practicable after the Effective Time, Parent
 shall deliver to the holders of Employee Stock Options appropriate notices
 setting forth such holders' rights pursuant to the respective Company stock
 option plans and the agreements evidencing the grants of such Employee
 Stock Options and that such Employee Stock Options and the related
 agreements shall be assumed by Parent and shall continue in effect on the
 same terms and conditions (subject to the adjustments required by this
 Section 7.9 after giving effect to the Merger). 

           Section 7.10   Public Announcements.  Parent and Sub, on the one
 hand, and the Company, on the other hand, agree that they will not issue
 any press release or otherwise make any public statement or respond to any
 press inquiry with respect to this Agreement or the transactions
 contemplated hereby without the prior approval of the other party, except
 as may be required by Law.  

           Section 7.11   By-Law Indemnification  and Insurance.  Parent
 shall cause the Surviving Corporation to keep in effect in its By-Laws a
 provision for a period of not less than six years from the Effective Time
 (or, in the case of matters occurring prior to the Effective Time which
 have not been resolved prior to the sixth anniversary of the Effective
 Time, until such matters are finally resolved) which provides for
 indemnification of the past and present officers and directors (the
 "Indemnified Parties") of the Company to the fullest extent permitted by
 the GCL.  For six years from the Effective Time, Parent shall indemnify the
 Indemnified Parties to the same extent as such Indemnified Parties are
 entitled to indemnification pursuant to the preceding sentence.  For a
 period of six years from the Effective Time, Parent shall either cause to
 be maintained in effect the current policies of directors' and officers'
 liability insurance maintained by the Company or provide substitute
 policies of at least the same coverage and amounts containing terms and
 conditions which are, in the aggregate, no less advantageous to the insured
 with respect to claims arising from facts or events that occurred on or
 before the Effective Time, except that in no event shall Parent be required
 to pay with respect to such insurance policies in any one year more than
 $200,000. 

           Section 7.12   Expenses.  (a)  Except as set forth in this
 Section 7.12, whether or not the Merger is consummated all costs and
 expenses incurred in connection with this Agreement and the transactions
 contemplated hereby and thereby shall be paid by the party incurring such
 expenses; provided that those expenses incurred in connection with printing
 the Registration Statement and the related Proxy Statement, as well as the
 filing fee relating to the Registration Statement will be shared equally by
 Parent and the Company. 

           (b)  As a condition and inducement to Parent's and Sub's
 willingness to enter this Agreement, (i) if this Agreement is terminated by
 Parent and Sub pursuant to Section 9.1(e) or 9.1(g), (ii) if this Agreement
 is terminated by Parent and Sub or by the Company pursuant to 9.1(h) or
 (iii)(x) prior to the termination of this Agreement, a bona fide Takeover
 Proposal is commenced, publicly proposed or publicly disclosed and not
 withdrawn, (y) this Agreement is terminated by the Parent and Sub or the
 Company pursuant to Section 9.1(f) (but only due to the failure of the
 Company stockholders to approve the Merger) and (z) concurrently with or
 within twelve months after such termination a Takeover Proposal shall have
 been consummated, then, in each case, the Company shall (i) pay to Parent a
 fee (the "Company Termination Fee") of $20,000,000 in immediately available
 funds and (ii) reimburse Parent and Sub for all out-of-pocket expenses and
 fees (including, without limitation, the fees and expenses of their counsel
 and investment banking firms) incurred by them or on their behalf in
 connection with the Merger, this Agreement or the transactions contemplated
 hereby; provided, however, that such fees and expenses shall not exceed
 $2,500,000.  The Company will pay the Company Termination Fee promptly, but
 in no event later than the second business day following any such
 termination by Parent and Sub and will reimburse Parent and  Sub for the
 foregoing fees and expenses promptly, but in no event later than the second
 business day following submission of statements therefor. 

           (c)  As a condition and inducement to the Company's willingness
 to enter this Agreement, if (i) this Agreement is terminated by the Company
 pursuant to Section 9.1(i) or (ii) (x) prior to the termination of this
 Agreement, a bona fide proposal or offer with respect to any acquisition,
 business combination or purchase (including by way of a tender or exchange
 offer) of all or any significant portion of the assets of, or 15% or more
 of the outstanding shares of capital stock of Parent (a "Parent Takeover
 Proposal") is commenced, publicly proposed or publicly disclosed and not
 withdrawn, (y) this Agreement is terminated by the Company pursuant to
 Section 9.1(f) (but only due to the failure of the Parent stockholders to
 approve the issuance of Parent Shares pursuant to the Merger) and (z)
 concurrently with or within twelve months after such termination a Parent
 Takeover Proposal shall have been consummated, then Parent shall  (i) pay
 to the Company a fee (the "Parent Termination Fee") of $20,000,000 in
 immediately available funds, and (ii) reimburse the Company for all out-of-
 pocket expenses and fees (including, without limitation, the fees and
 expenses of its counsel and investment banking firms) incurred by it or on
 its behalf in connection with the Merger, this Agreement or the
 transactions contemplated hereby; provided, however, that such fees and
 expenses shall not exceed $2,500,000.  Parent will pay the Parent
 Termination Fee promptly, but in no event later than the second business
 day following any such termination by the Company and will reimburse the
 Company for the foregoing fees and expenses promptly, but in no event later
 than the second business day following submission of statements therefor. 

           Section 7.13   Additional Agreements.  Subject to the terms and
 conditions herein provided, each of the parties hereto agrees to use all
 reasonable efforts to take, or cause to be taken, all action and to do, or
 cause to be done, all things necessary, proper or advisable under
 applicable laws and regulations to consummate and make effective the
 transactions contemplated by this Agreement, including using all reasonable
 efforts to obtain all necessary waivers, consents and approvals and to
 effect all necessary registrations and filings.  In case at any time after
 the Effective Time any further action is necessary or desirable to carry
 out the purposes of this Agreement, the proper officers and/or directors of
 Parent, Sub and the Company shall take all such necessary action. 

           Section 7.14  Control of the Company's and Parent's Operations. 
 Nothing contained in this Agreement shall give Parent or the Company,
 directly or indirectly, rights to control or direct the operations of the
 other prior to the Effective Time.  Prior to the Effective Time, each of
 Parent and the Company shall exercise, consistent with the terms and
 conditions of this Agreement, complete control and supervision of its
 operations. 

           Section 7.15  Company Rights Plan.  No later than the date
 hereof, the Company shall amend the Company Rights Plan to effect the
 changes thereto contemplated by the form of amendment attached hereto as
 Exhibit B.  Except as set forth in Exhibit B, the Company shall not amend,
 modify or supplement the Company Rights Plan without the prior written
 consent of Parent. 

                                ARTICLE VIII 

                  CONDITIONS TO CONSUMMATION OF THE MERGER 

           Section 8.1    Conditions to Each Party's Obligation to Effect
 the Merger.  The respective obligations of each party to effect the Merger
 shall be subject to the satisfaction at or prior to the Effective Time of
 the following conditions: 

           (a)  Any waiting period applicable to the consummation of the
 Merger under the HSR Act shall have expired or been terminated, and no
 action shall have been instituted by the Department of Justice or Federal
 Trade Commission challenging or seeking to enjoin the consummation of this
 transaction, which action shall have not been withdrawn or terminated. 

           (b)  The Registration Statement shall have become effective in
 accordance with the provisions of the Securities Act. 

           (c)  This Agreement and the transactions contemplated hereby
 shall have been approved and adopted by the requisite vote of the
 stockholders of each of the Company and Parent in accordance with
 applicable law. 

           (d)  No preliminary or permanent injunction or other order by any
 federal or state court in the United States which prohibits the
 consummation of the Merger shall have been issued and remain in effect. 

           (e)  Each of the Company and Parent shall have obtained such
 consents from third parties and government instrumentalities in addition to
 pursuant to the HSR Act as shall be required and which are material to
 Parent and the Company and to consummation of the transactions contemplated
 hereby. 

           (f)  Parent and Sub and the Company shall have each received a
 letter of KPMG Peat Marwick LLP, dated the Effective Time, in form and
 substance satisfactory to Parent addressed to Parent and Sub and the
 Company stating that the Merger will qualify as a pooling of interests
 transaction under Opinion No. 16 of the Accounting Principles Board. 

           Section 8.2    Conditions to Obligation of the Company to Effect
 the Merger.  The obligation of the Company to effect the Merger shall be
 subject to the satisfaction at or prior to the Effective Time of the
 following additional conditions: 

           (a)  Each of Parent and Sub shall have performed in all material
 respects its obligations under this Agreement required to be performed by
 it at or prior to the Effective Time and the representations and warranties
 of Parent and Sub contained in this Agreement shall be true and correct in
 all material respects at and as of the Effective Time as if made at and as
 of such time, except as contemplated by this Agreement, and the Company
 shall have received a certificate of the Chief Executive Officer or the
 President of Parent as to the satisfaction of this condition. 

           (b)  The Company shall have received an opinion of Winston &
 Strawn, in form and substance reasonably satisfactory to the Company, dated
 as of the Effective Time, substantially to the effect that the Merger will
 constitute a reorganization for U.S. federal income tax purposes within the
 meaning of Section 368(a) of the Code.  The issuance of such opinion shall
 be conditioned upon the receipt by Winston & Strawn of representation
 letters from each of Parent, Sub and the Company, in each case, in form and
 substance reasonably satisfactory to Winston & Strawn.  The specific
 provisions of each such representation letter shall be in form and
 substance reasonably satisfactory to Winston & Strawn, and each such
 representation letter shall be dated on or before the date of such opinion
 and shall not have been withdrawn or modified in any material respect. 

           Section 8.3    Conditions to Obligations of Parent and Sub to
 Effect the Merger.  The obligations of Parent and Sub to effect the Merger
 shall be subject to the satisfaction at or prior to the Effective Time of
 the following additional conditions: 

           (a)  The Company shall have performed in all material respects
 its obligations under this Agreement required to be performed by it at or
 prior to the Effective Time and the representations and warranties of the
 Company contained in this Agreement shall be true and correct in all
 material respects at and as of the Effective Time as if made at and as of
 such time except as contemplated by this Agreement, and Parent and Sub
 shall have received a Certificate of the Chief Executive Officer or the
 President of the Company as to the satisfaction of this condition. 

           (b)  Parent shall have received an opinion of Skadden, Arps,
 Slate, Meagher & Flom LLP, in form and substance reasonably satisfactory to
 Parent, dated as of the Effective Time, substantially to the effect that
 the Merger will constitute a reorganization for U.S. federal income tax
 purposes within the meaning of Section 368(a) of the Code.  The issuance of
 such opinion shall be conditioned upon the receipt by such tax counsel of
 representation letters from each of Parent, Sub and the Company, in each
 case, in form and substance reasonably satisfactory to such tax counsel. 
 The specific provisions of each such representation letter shall be in form
 and substance reasonably satisfactory to such tax counsel, and each such
 representation letter shall be dated on or before the date of such opinion
 and shall not have been withdrawn or modified in any material respect. 
  
                                 ARTICLE IX 

                     TERMINATION, AMENDMENT AND WAIVER 

           Section 9.1    Termination.  This Agreement may be terminated at
 any time prior to the Effective Time, whether before or after approval by
 the stockholders of the Company: 

           (a)  by mutual consent of Parent, Sub and the Company; 

           (b)  by either Parent and Sub, on the one hand, or the Company,
 on the other hand, if the Merger shall not have been consummated on or
 before December 31, 1998; 

           (c)  by the Company if any of the conditions specified in
 Sections 8.1 and 8.2 hereof has not been met or waived by the Company prior
 to or at such time as such condition can no longer be satisfied;  

           (d)  by Parent and Sub if any of the conditions specified in
 Sections 8.1 and 8.3 hereof has not been met or waived by Parent and Sub
 prior to or at such time as such condition can no longer be satisfied; 

           (e)  by Parent and Sub if a tender offer or exchange offer for
 50% or more of the outstanding shares of capital stock of the Company is
 commenced prior to the meeting of Company stockholders contemplated by
 Section 7.4(a), and the Board of Directors of the Company fails to
 recommend against acceptance of such tender offer or exchange offer by its
 stockholders (including by taking no position with respect to the
 acceptance of such tender offer or exchange offer by its stockholders)
 within the time period specified by Rule 14e-2 of the Exchange Act; 

           (f)  by either Parent and Sub or the Company if the approvals of
 the stockholders of either Parent or the Company contemplated by this
 Agreement shall not have been obtained by reason of the failure to obtain
 the required vote at a duly held meeting of stockholders or of any
 adjournment thereof; 

           (g)  by Parent and Sub if the Board of Directors of the Company
 shall have  withdrawn or modified in a manner adverse to Parent its
 approval or recommendation of this Agreement and the transactions
 contemplated hereby; 

           (h)  by either the Company or Parent and Sub if the Board of
 Directors of the Company reasonably determines that a Takeover Proposal
 constitutes a Superior Proposal, except that the Company may not terminate
 this Agreement pursuant to this clause 7.1(h) unless and until (i) three
 business days have elapsed following delivery to Parent of a written notice
 of such determination by the Board of Directors of the Company and during
 such three business day period the Company (x) informs Parent of the terms
 and conditions of the Takeover Proposal and the identity of the person
 making the Takeover Proposal and (y) otherwise reasonably cooperates with
 Parent with respect thereto (subject, in the case of this clause (y), to
 the condition that the Board of Directors of the Company shall not be
 required to take any action that it believes, after consultation with
 outside legal counsel, would present a reasonable possibility of violating
 its obligations to the Company or the Company's stockholders under
 applicable law) with the intent of providing Parent with the opportunity to
 offer to modify the terms and conditions of this Agreement so that the
 transactions contemplated hereby may be effected, (ii) at the end of such
 three business day period the Board of Directors of the Company continues
 reasonably to believe that the Takeover Proposal constitutes a Superior
 Proposal, (iii) simultaneously with such termination the Company enters
 into a definitive acquisition, merger or similar agreement to effect the
 Superior Proposal and (iv) simultaneously with such termination, the
 Company pays to Parent the amounts specified and within the time periods
 specified in Section 7.12(b);  

           (i)  by the Company if the Board of Directors of Parent shall
 have withdrawn or modified in a manner adverse to the Company its approval
 or recommendation of this Agreement and the transactions contemplated
 hereby; or  

           (j)  by either the Company or Parent and Sub if there shall have
 been a material breach by the other of any of its representations,
 warranties, covenants or agreements contained in this Agreement or the
 Option Agreement, which if not cured would cause the conditions set forth
 in Sections 8.2(a) or 8.3(a), as the case may be, not to be satisfied, and
 such breach shall not have been cured within 30 days after notice thereof
 shall have been received by the party alleged to be in breach. 

           Section 9.2    Effect of Termination.  In the event of
 termination of this Agreement as provided above, this Agreement shall
 forthwith become void and there shall be no liability on the part of either
 Parent, Sub or the Company or their respective officers or directors
 (i) except as set forth in Section 7.1 hereof and except for Section 7.12
 hereof which shall survive the termination and (ii) no such termination
 shall release any party of any liabilities or damages resulting from any
 wilful breach by that party of any provision of this Agreement. 

           Section 9.3    Amendment.  This Agreement may be amended by
 action taken by Parent, Sub and the Company at any time before or after
 approval hereof by the stockholders of the Company, but, after any such
 approval, no amendment shall be made which alters the Exchange Ratio or
 which in any way materially adversely affects the rights of such
 stockholders, without the further approval of such stockholders.  This
 Agreement may not be amended except by an instrument in writing signed on
 behalf of each of the parties hereto. 

           Section 9.4    Waiver.  At any time prior to the Effective Time,
 the parties hereto may (a) extend the time for the performance of any of
 the obligations or other acts of the other parties hereto, (b) waive any
 inaccuracies in the representations and warranties contained herein or in
 any document delivered pursuant hereto and (c) waive compliance with any of
 the agreements or conditions contained herein.  Any agreement on the part
 of a party hereto to any such extension or waiver shall be valid only if
 set forth in an instrument in writing signed on behalf of such party. 
  
                                 ARTICLE X 

                             GENERAL PROVISIONS 

           Section 10.1   Survival of Representations, Warranties and
 Agreements.  No representations, warranties or agreements contained herein
 shall survive beyond the Effective Time except that the agreements
 contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 7.9, 7.11 and 7.12
 hereof shall survive beyond the Effective Time. 

           Section 10.2   Brokers.  The Company represents and warrants
 that, (i) except for its financial advisors, Donaldson, Lufkin & Jenrette
 Securities Corporation ("DLJ"), no broker, finder or financial advisor is
 entitled to any brokerage, finder's or other fee or commission in
 connection with the Merger or the transactions contemplated by this
 Agreement based upon arrangements made by or on behalf of the Company and
 (ii) the Company's fee arrangements with DLJ have been disclosed to Parent. 
 Parent represents and warrants that, except for its financial advisor,
 Stephens Inc. ("Stephens"), (i) no broker, finder or financial advisor is
 entitled to any brokerage finder's or other fee or commission in connection
 with the Merger or the transactions contemplated by this Agreement based
 upon arrangements made by or on behalf of Parent or Sub and (ii) Parent's
 fee arrangements with Stephens have been disclosed to the Company. 

           Section 10.3   Notices.  All notices, claims, demands and other
 communications hereunder shall be in writing and shall be deemed given if
 delivered personally or by telex or telegram or mailed by registered or
 certified mail (postage prepaid, return receipt requested) to the
 respective parties at the following addresses (or at such other address for
 a party as shall be specified by like notice): 

           (a)  If to Parent or Sub, to: 
  
                ACXIOM CORPORATION 
                P.O. Box 2000 
                301 Industrial Boulevard 
                Conway, AR 72033-2000 
                fax: (501) 336-3913 
                Attention: Charles D. Morgan 
  
           with a copy to: 
  
                Skadden, Arps, Slate, Meagher & Flom LLP 
                919 Third Avenue 
                New York, NY  10022 
                fax:  (212) 735-2000 
                Attention:  J. Michael Schell 
  
           (b)  if to the Company, to: 
  
                MAY & SPEH, INC. 
                1501 Opus Place 
                Downers Grove, IL  60515 
                fax: (630) 719-0525 
                Attention:  Chief Executive Officer 
  
           with a copy to: 
  
                Winston & Strawn 
                35 West Wacker Drive 
                Chicago, IL 60601 
                fax:  (312) 558-5700 
                Attention:  Bruce A. Toth 
  
           Section 10.4   Descriptive Headings.  The headings contained in
 this Agreement are for reference purposes only and shall not affect in any
 way the meaning or interpretation of this Agreement. 

           Section 10.5   Entire Agreement; Assignment.  This Agreement
 (including the Exhibits, Schedules and other documents and instruments
 referred to herein) (a) constitutes the entire agreement and supersedes all
 other prior agreements and understandings, both written and oral among the
 parties or any of them, with respect to the subject matter hereof; (b) is
 not intended to confer upon any other person any rights or remedies
 hereunder; and (c) shall not be assigned by operation of law or otherwise,
 provided that Parent or Sub may assign its rights and obligations hereunder
 to a direct or indirect subsidiary of Parent, but no such assignment shall
 relieve Parent or Sub, as the case may be, of its obligations hereunder. 

           Section 10.6   Governing Law.  This Agreement shall be governed
 by and construed in accordance with the laws of the State of Delaware
 without giving effect to the provisions thereof relating to conflicts of
 law. 

           Section 10.7   Specific Performance.  The parties hereto agree
 that irreparable damage would occur in the event any of the provisions of
 this Agreement were not performed in accordance with the terms hereof and
 that the parties shall be entitled to specific performance of the terms
 hereof, in addition to any other remedy at law or equity. 

           Section 10.8   Counterparts.  This Agreement may be executed in
 two or more counterparts, each of which shall be deemed to be an original
 but all of which shall constitute one and the same agreement.

           IN WITNESS WHEREFORE, each of Parent, Sub and the Company has
 caused this Agreement to be executed on its behalf by its officers
 thereunto duly authorized, all as of the date first above written. 
  

                             ACXIOM CORPORATION 
  
  
                             By:  /s/ Charles D. Morgan
                                ------------------------------------
                                Name:   Charles D. Morgan
                                Title:  President 
  
  
                             ACX ACQUISITION CO., INC. 
  
  
                             By:  /s/ Catherine L. Hughes
                                ------------------------------------
                                Name: Catherine L. Hughes
                                Title: General Counsel and Secretary
  
  
                             MAY & SPEH, INC. 
  
  
                             By:  /s/ Peter I. Mason
                                -----------------------------------
                                Name:   Peter I. Mason 
                                Title:  Chairman, President and CEO 



