
<PAGE>

                                                                     Exhibit 2.1


                           STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 14th day of August 1996, by and among INTERNATIONAL SPORTS MARKETING, INC.,
a Pennsylvania corporation ("ISM"), HENRY POSNER, JR., THOMAS D. WRIGHT, MICHAEL
J. FETCHKO, JAMES C. RODDEY, RICHARD W. TALARICO and JOHN F. HENSLER (each a
"Stockholder" and collectively, the "Stockholders"), who are all of the
stockholders of ISM, and ALLIN COMMUNICATIONS CORPORATION, a Delaware
corporation ("Buyer").

                                    RECITALS

     A.  The Stockholders own all of the issued and outstanding shares of
capital stock of ISM (the "Shares").

     B.  The Stockholders desire to sell, transfer and assign to Buyer, and
Buyer desires to purchase from the Stockholders, all of the Shares, on the terms
and conditions hereinafter set forth.

                                   COVENANTS

     In consideration of the mutual representations, warranties and covenants
and subject to the conditions herein contained, the parties hereto, intending to
be legally bound hereby, agree as follows:


                                   ARTICLE I
                          PURCHASE AND SALE OF SHARES

     1.1  Shares.  At the Closing (as defined in Section 3.1), each Stockholder
shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall
purchase from each Stockholder, free and clear of all liens, mortgages, pledges,
security interests, claims, assessments, restrictions, encumbrances and charges
of every kind (collectively, "Liens"), on the terms and subject to the
conditions set forth in this Agreement, the number of Shares set forth opposite
the name of such Stockholder on Schedule 4.3.


                                   ARTICLE II
                                 PURCHASE PRICE

     2.1  Purchase Price.  As consideration for the Shares, Buyer shall, subject
to and upon the terms and conditions set forth in this Agreement, make the
following payments.

     2.1.1  Cash Payment to be Made at Closing.  Buyer shall pay for the Shares
for a cash purchase price of Twenty Two Thousand Eight Hundred Dollars ($22,800)
per
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share, for a total aggregate purchase price of Two Million Four Hundred Thousand
Dollars ($2,400,000) (the "Cash Payment").  The Cash Payment will be made on the
Closing Date by wire transfer of immediately available funds to one or more
accounts identified by the Stockholders at least five (5) business days prior to
the Closing.

     2.1.2  Contingent Earn-out Payments.  The Stockholders shall also have a
right to receive earn-out payments calculated as follows (the total aggregate
amount of earn-out payments not to exceed a maximum of $2,400,000):

     2.1.2.1  Interim Earn-out Payment.  On or before the fifteenth (15th)
business day after the Interim Earn-out Determination and any adjustments
thereto have become binding on the parties as provided in this Section 2.1.2
(the "Interim Payment Date"), Buyer shall pay to the Stockholders an aggregate
interim earn-out payment ("Interim Earn-out Payment") based on annual Operating
Income (as defined in Section 2.1.2.3, and referred to herein as "Operating
Income" or "OI"), and calculated as follows:

                             6 x (1997 OI + 1998 OI)
Interim Earn-out Payment = ___________________________ - $2,400,000
                                        3

     If the Interim Earn-out Payment calculated in accordance with the foregoing
formula is zero or a negative amount, no payment shall be due to the
Stockholders.  If the Interim Earn-out Payment is a positive amount, one-half of
the Interim Earn-out Payment will be paid to the Stockholders, in cash, on or
before the Interim Payment Date, such one-half of the Interim Earn-out Payment
to be distributed among the Stockholders pro rata in accordance with the ratio
which the number of Shares sold by each Stockholder hereunder bears to
105.26315.  The other one-half of the Interim Earn-out Payment will be paid by
delivery of a promissory note to each Stockholder dated the Interim Payment Date
in an original principal amount equal to one-half of the Interim Earn-out
Payment multiplied by a fraction, the numerator of which is the number of Shares
being sold by the applicable Stockholder hereunder, and the denominator of which
is 105.26315 ("Promissory Notes").  Such Promissory Notes shall bear interest at
a rate of seven percent (7%) per annum, compounded quarterly, such interest to
be due on (a) the fifteenth (15th) business day following the date on which the
Final Earn-out Determination and any adjustments thereto have become binding on
the parties as provided in this Section 2.1.2 (the "Final Payment Date"), and
(b) the first anniversary of the Final Payment Date.  One-half of the principal
due under the Promissory Notes will be due on the Final Payment Date, and the
other one-half of the principal due under the Promissory Notes will be due on
the first anniversary of the Final Payment Date.

     2.1.2.2  Final Earn-out Payment.  On or before the Final Payment Date,
Buyer shall pay to the Stockholders the aggregate final earn-out payment ("Final
Earn-out Payment"), calculated as follows:

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<TABLE>

<S>                      <C>
                           6 x (1997 OI + 1998 OI + 1999 OI)
Final Earn-out Payment = _____________________________________ - ($2,400,000 + Interim Earn-out Payment)
                                          3
</TABLE>

     If the Final Earn-out Payment calculated in accordance with the foregoing
formula is zero or a negative amount, no additional payment shall be due to the
Stockholders.  In addition, if the Final Earn-out Payment is a negative amount,
the principal due on each Promissory Note shall be reduced by a positive amount
equal to the negative Final Earn-out Payment multiplied by a fraction, the
numerator of which is the number of shares being sold by the applicable
Stockholder on the date hereof, and the denominator of which is 105.26315 (the
"Adjusted Principal Amount").

     Interest under each Promissory Note shall be calculated on the Adjusted
Principal Amount, as though the original principal amount of the Note had been
the Adjusted Principal Amount.  Notwithstanding anything else contained herein,
the fact that the Adjusted Principal Amount of any Promissory Note is a negative
amount, shall not affect the right of the Stockholders to retain the cash
portion of the Interim Earn-out Payment previously received by them.

     If the Final Earn-out Payment calculated in accordance with the foregoing
formula is a positive amount, one-half of the Final Earn-out Payment (divided
pro rata among the Stockholders in accordance with the ratio which the number of
Shares sold by each Stockholder hereunder, bears to 105.26315), will be paid to
the Stockholders on or before the Final Payment Date, along with the principal
amount and interest then due under the Promissory Notes.  The final payments of
principal and interest due under the Promissory Notes will be due and payable on
the first anniversary of the Final Payment Date.

     The other one-half of the Final Earn-out Payment will be paid by delivery
of a promissory note to each Stockholder dated the Final Payment Date in an
original principal amount equal to one-half of the Final Earn-out Payment
multiplied by a fraction, the numerator of which is the number of Shares being
sold by the applicable Stockholder hereunder and the denominator of which is
105.26315 ("Additional Promissory Notes").  Such Additional Promissory Notes
shall bear interest at a rate of seven percent (7%) per annum, compounded
quarterly, such interest to be due on (a) the first anniversary of the Final
Payment Date and (b) the second anniversary of the Final Payment Date.  One-half
of the principal due under the Additional Promissory Notes will be due on the
first anniversary of the Final Payment Date, and the other one-half of the
principal due under the Additional Promissory Notes will be due on the second
anniversary of the Final Payment Date.

     Notwithstanding anything to the contrary contained herein, in no event may
the aggregate amount of earn-out payments made to the Stockholders exceed an
aggregate of $2,400,000.

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     2.1.2.3  Operating Income.  For purposes of this Agreement, "Operating
Income" for each calendar year shall mean the consolidated income (loss) of ISM
and its subsidiaries, if any, after deduction for all expenses, charges and
reserves of ISM and its subsidiaries for such year (including without limitation
profit sharing and bonus expense), but before provision for all Federal, state
and local income taxes for such year, determined in accordance with generally
accepted accounting principles consistently applied from year to year, and
provided that in making such determinations:

               (i)  no income or expense shall be included in respect of any
          "extraordinary items", as such item is defined in Paragraphs 21 and 22
          of APB Opinion No. 9, notwithstanding that such accounting bulletin
          has been superseded, it being agreed that for purposes of this
          Agreement APB Opinion No. 9 shall be deemed operative; provided,
          however, in no case shall the write-off of bad debts be deemed an
          extraordinary item;

               (ii)  intercompany management charges or overhead charges between
          Buyer and its Affiliates (the "Buyer Group") and ISM shall not be
          treated as an expense or other charge; provided, however, that all
          charges between and among members of the Buyer Group for services
          requested at rates agreed between the President (or other authorized
          executives) of such companies shall be treated as an expense;

               (iii)  neither the proceeds from nor any dividends or refunds
          with respect to, any life insurance policy under which ISM is the
          named beneficiary or otherwise entitled to recovery, shall be included
          as income, and the premium expense related thereto shall not be
          included as an expense;

               (iv)  any write-off or amortization or depreciation shall not be
          treated as an expense;

               (v)  any write-off of the following intangible assets of ISM
          shall not be treated as an expense: goodwill, covenants not to
          compete, client lists and work force;

               (vi)  any losses which give rise to an indemnity payment pursuant
          to the indemnification provisions of Article XI below and which are
          fully assumed by one or more of the Stockholders or as to which one or
          more Stockholders have fully reimbursed (by offset or otherwise) the
          appropriate Indemnified Parties shall not be treated as an expense,
          and there shall be excluded from income any amount received by any
          Indemnified Party pursuant thereto;

               (vii)  gross income shall not include any revenue of ISM received
          from digital imaging operations;

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               (viii)  expenses shall not include expenses relating to digital
          imaging operations; and

               (ix)  costs and expenses related to ISM personnel engaged in
          digital imaging operations shall be considered expenses relating to
          digital imaging operations, to the extent that such costs and expenses
          are attributable to work performed in connection with digital imaging
          operations.

               2.1.2.4  Accounting Procedures.

               (i)  For each of calendar years 1997, 1998 and 1999, Arthur
          Andersen & Company, or such other independent accounting firm then
          auditing the books of Buyer (the "Accountants") shall prepare a report
          containing an audited consolidated balance sheet of ISM and its
          subsidiaries, if any, and a related consolidated statement of income
          for the twelve months then ended, prepared in accordance with
          generally accepted accounting principles consistently applied,
          together with a statement setting forth for the period under
          examination the calculation of the Interim Earn-out Payment or the
          Final Earn-out Payment, as the case may be (including the calculation
          of Operating Income) and all other adjustments required to be made to
          such audited financial statements in order to make the calculations
          required under this Section 2.1 (the "Interim Earn-out Determination"
          and the "Final Earn-out Determination" collectively, the
          "Determinations", and individually a "Determination").  A copy of the
          Interim Earn-out Determination shall be delivered to the Stockholders
          not later than March 31, 1999, and a copy of the Final Earn-out
          Determination shall be delivered to the Stockholders not later than
          March 31, 2000.

               (ii)  If the Stockholders holding at least 51% of the common
          stock of ISM outstanding on the date hereof (the "Majority
          Stockholders") do not agree that any Determination delivered pursuant
          to clause (i) above correctly states the Interim Earn-out Payment or
          the Final Earn-out Payment, as applicable, the Majority Stockholders
          shall promptly (but not later than 60 days after the delivery of such
          Determination) give written notice to Buyer of any exceptions thereto
          (in reasonable detail describing the nature of the disagreement
          asserted).  If the Majority Stockholders and Buyer reconcile their
          differences, the Determination shall be adjusted accordingly and shall
          thereupon become final and conclusive upon all of the parties hereto
          and enforceable in a court of law.  If the Majority Stockholders and
          Buyer are unable to reconcile their differences in writing within 20
          days after written notice of exceptions is received by Buyer, the
          items in dispute shall be submitted to the Pittsburgh office of Price
          Waterhouse or its successors (the "Arbitrator") for final
          determination, and the Determination shall be deemed adjusted in
          accordance with the determination of the Arbitrator and shall become
          final and conclusive

                                      -5-
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          upon all of the parties hereto and enforceable in a court of law.  The
          Arbitrator shall consider only the items in dispute and shall be
          instructed to act within 30 days to resolve all items in dispute.  If
          the Majority Stockholders do not give notice of any exception within
          60 days after the delivery of the Determination or if the Majority
          Stockholders give written notification of their acceptance of the
          Determination prior to the end of such 60 day period, such
          Determination shall thereupon become final and conclusive upon all the
          parties hereto and enforceable in a court of law.

               (iii)  In the event the Arbitrator shall have, at any time during
          the period it might be called upon to determine a dispute under this
          Section 2.1.2.4, performed auditing or other services for Buyer (other
          than as an arbitrator in other dispute proceedings) or the
          Stockholders, or for any other reason is unable or unwilling to
          perform the services required of it under this Section, then Buyer and
          the Majority Stockholders agree to select another accounting firm from
          among the six largest accounting firms in the United States in terms
          of gross revenues to perform the services to be performed under this
          Section 2.1.2.4 by the Arbitrator.  If Buyer and the Majority
          Stockholders fail to select another accounting firm within 15 days
          after it is determined that the Arbitrator will not perform the
          services required, either Buyer or the Majority Stockholders may
          request the American Arbitration Association in New York to appoint an
          independent firm of certified public accountants of recognized
          national standing to perform the services required under this Section
          2.1.2.4 by the Arbitrator.  For purposes of Section 2.1 the term
          "Arbitrator" shall include such other accounting firm chosen in
          accordance with this clause (iii).

               (iv)  The Arbitrator shall determine the party (i.e., Buyer or
          the Majority Stockholders, as the case may be) whose asserted
          positions before the Arbitrator are in the aggregate further from the
          aggregate resolutions determined by the Arbitrator, which non-
          prevailing party shall pay the fees and expenses of the Arbitrator.

          2.1.2.5  Examination of Books and Records.  The books and records of
ISM shall be made available during normal business hours upon reasonable advance
notice at the principal office of ISM, to Buyer, the Stockholders and to the
Arbitrator (or if applicable, such other accounting firm selected in accordance
with Section 2.1.2.4 above.)


                                  ARTICLE III
                                    CLOSING

     3.1  Time and Place of the Closing.  Subject to and after the fulfillment
or waiver of the conditions set forth in Articles VIII and IX, the closing of
the sale of the Shares shall take

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place at the offices of Eckert Seamans Cherin & Mellott, 600 Grant Street, 42nd
Floor, Pittsburgh, Pennsylvania, at 10:00 a.m., no later than five (5) business
days following the consummation of the initial public offering of shares of
common stock by Buyer (the "Initial Public Offering"), or such other date, time
and place as the parties may agree.  In this Agreement, such event is referred
to as the "Closing" and such date and time are referred to as the "Closing
Date."


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                          OF ISM AND THE STOCKHOLDERS

         To induce Buyer to enter into this Agreement and to consummate the
transactions contemplated hereunder, ISM and the Stockholders jointly and
severally make the following representations and warranties, which
representations and warranties shall survive the Closing:

         4.1  Organization, Power and Authority; Subsidiaries.  ISM is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania, and has all requisite corporate power and
authority (i) to own or lease its properties and to carry on its business as it
is now being conducted; (ii) to enter into this Agreement; and (iii) to carry
out the other transactions and agreements contemplated hereby.  ISM is duly
qualified to transact business as a foreign corporation and is in good standing
in each of the jurisdictions set forth on Schedule 4.1, which are all of the
jurisdictions in which its business or property is such as to require that it be
thus qualified.  ISM does not own, directly or indirectly of record or
beneficially, or have any right to acquire, any capital stock or equity
interest, investment or partnership interest in any corporation, partnership,
joint venture, association or other entity, and has no right or ability to
control the management of any corporation, partnership, joint venture,
association or other entity, whether by agreement or otherwise.

         4.2  Due Authorization; Binding Obligation; No Violations; Consents.
ISM has full power, authority and capacity to enter into this Agreement and to
carry out its obligations hereunder.  Each Stockholder has full power, authority
and capacity to enter into this Agreement and to carry out his obligations
hereunder.  The execution, delivery and performance of this Agreement and each
of the other agreements, instruments and documents contemplated hereby and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action of ISM.  This Agreement has been duly executed
and delivered by ISM and the Stockholders and is a legal, valid and binding
obligation of ISM and the Stockholders, enforceable in accordance with its
terms.  The execution, delivery and performance of this Agreement by ISM and the
Stockholders does not, and the consummation of the transactions contemplated
herein do not and will not (i) violate any provision of the charter or bylaws of
ISM; (ii) violate or conflict with any federal, state or local law, statute,
ordinance, rule, regulation or any decree, writ, injunction,

                                      -7-
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judgment or order of any court or administrative or other governmental body or
of any arbitration award which is either applicable to, binding upon or
enforceable against ISM, the Stockholders or the Shares; (iii) violate, conflict
with, result in any breach of, or constitute a default (or an event which would,
with the passage of time or the giving of notice or both, constitute a default)
under, or give rise to a right to terminate, amend, modify, abandon or
accelerate, any mortgage, contract, agreement, lease, license, indenture, will,
trust or other instrument which is either binding upon or enforceable against
ISM, any of the Stockholders, or the Shares; (iv) violate any legally protected
right arising in the operation of the business of ISM of any person or entity or
give to any person or entity (including in each case any Stockholder), a right
or claim against Buyer, ISM or the Shares, (v)  result in or require the
creation or imposition of any Lien upon or with respect to the Shares or
property of ISM; or (vi) except as set forth on Schedule 4.2, require the
consent, approval or authorization of, or the registration, recording, filing or
qualification with, or notice to, or the taking of any other action in respect
of, any governmental authority or any other person or entity (all of which
consents have been obtained).

         4.3  Capital Structure; Shareholders; Title to Shares.  The authorized
capital stock of ISM consists solely of 1,000 shares of ISM common stock, $1.00
par value per share, of which 105.26315 shares are issued and outstanding.  The
Stockholders own all of the Shares.  Set forth on Schedule 4.3 is the number of
Shares owned by each Stockholder.  No options, warrants, convertible debt or
other rights to acquire any equity interest in ISM whether upon exchange for or
conversion of other securities or otherwise, are outstanding or will be granted
and no Shares of ISM will be issued between the date hereof and the Closing
Date.  All of the Shares are duly authorized, validly issued, fully paid and
non-assessable, and have been offered, issued, sold and delivered free of
preemptive rights or rights of first refusal and in compliance with applicable
federal and state securities laws.  No stock appreciation rights, phantom
shares, cash performance units or other similar rights have been issued by ISM.
Upon the consummation of the Closing, Buyer will have good and marketable title
to the Shares, free and clear of all Liens.

         4.4  Financial Statements.  ISM and the Stockholders previously have
furnished to Buyer the following financial statements of ISM, including the
notes pertaining thereto (the "Financial Statements"):

             (a)  The audited balance sheets as of December 31, 1993, 1994 and
         1995 and the related statements of operations, cash flows and changes
         in stockholders' equity (including the related notes) for each of the
         three years ended December 31, 1993, 1994 and 1995; and

             (b)  The balance sheet as of June 30, 1996, as set forth on
         Schedule 4.4 (the "Last Balance Sheet") and the related consolidated
         statement of operations (including the notes thereto, if any) for the
         six months ended June 30, 1996, which are unaudited.

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The Financial Statements present fairly and are true, correct and complete
statements of the financial position of ISM at each of the said balance sheet
dates and the results of operations for each of the said periods covered, and
they have been prepared in accordance with generally accepted accounting
principles consistently applied and have been certified by the Chief Financial
Officer of ISM to such effect.  The books and records of ISM properly and
accurately reflect all transactions, properties, assets and liabilities of ISM.

         4.5  Liabilities.  ISM has no liability or obligation, either accrued,
absolute, contingent or otherwise, except:  (i) to the extent reflected in or
taken into account in determining net worth in the Last Balance Sheet and not
heretofore paid or discharged; (ii) to the extent specifically set forth in
Schedule 4.5; or (iii) liabilities incurred since May 31, 1996 and related to
the conduct of business activities of ISM in the ordinary course during the
period since that date, none of which are material to the business or financial
condition of ISM.

         4.6  Tax Matters.

             4.6.1  ISM has timely filed all tax returns and reports required to
    be filed by it, including all federal, state, local and foreign tax returns,
    and has paid in full or made adequate provision by the establishment of
    reserves for all taxes and other charges, including estimated taxes, which
    have become due.  All tax returns and reports have been prepared in
    accordance with applicable laws and accurately reflect the taxable income
    (or other measure of tax) and tax liability of ISM for the applicable
    period.  There is no tax deficiency proposed or threatened against ISM.
    There are no tax liens upon any property or assets of ISM.  ISM has made all
    payments of estimated taxes when due in amounts sufficient to avoid the
    imposition of any penalty or established adequate reserves on its books in
    respect thereof to cover the amount of such estimated taxes, together with
    interest and penalties thereon.  ISM has delivered to Buyer true and
    complete copies of all federal and state tax returns filed by ISM in the
    past three years.  ISM has elected "S" Corporation status under applicable
    federal and Pennsylvania law.

             4.6.2  All taxes and other assessments and levies which ISM was
    required by law to withhold or to collect have been duly withheld and
    collected, and have been paid over to the proper governmental authority or
    are being held by ISM in a separate bank account for such payment.  All such
    withholdings and collections and all other payments due in connection
    therewith as of the date of the Last Balance Sheet are duly reflected on the
    Last Balance Sheet.

             4.6.3  None of the federal, state or local income tax returns of
    ISM have been closed by applicable statute (other than returns which were
    filed over three (3) years ago) or examined by any applicable tax
    authorities.  There are no outstanding agreements or waivers extending the
    statute of limitations applicable to any federal, state or local income,
    sales, use or similar tax returns of ISM for any period.

                                      -9-
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             4.7 Real Estate.

             4.7.1  ISM does not own any real property or any interest therein
    except as set forth on Schedule 4.7.1 (the "Owned Properties").

             4.7.2  ISM does not hold any leasehold interest in any real
    property except as set forth on Schedule 4.7.2 (the "Leasehold Premises").
    An accurate and complete copy of each lease agreement with respect to the
    properties described on Schedule 4.7.2, including all amendments thereto and
    modifications thereof (collectively, the "Leases") has been delivered to
    Buyer prior to the date hereof.  Schedule 4.7.3 also sets forth a
    description of the nature and amount of all Liens on ISM's interests in the
    Leasehold Premises, and to the best knowledge of the ISM and the
    Stockholders, on the underlying real property and all improvements to and
    buildings thereon (including any environmental Liens).  The Leases are in
    full force and effect, ISM is not in default or breach under any Lease and
    no event has occurred which with the passage of time or the giving of notice
    or both would cause a material breach of or default under any Lease.  To the
    knowledge of ISM, there is no breach or anticipated breach of any Lease by
    any other party to such Lease.

             4.7.3  ISM owns the Owned Properties and has valid leasehold
    interests in the Leasehold Premises, free and clear of any Liens, covenants
    and easements or title defects of any nature whatsoever, except for (i)
    Liens set forth on Schedule 4.7.3, (ii) Liens for real estate taxes not yet
    due and payable; and (iii) such imperfections of title and encumbrances, if
    any, as are not material in character, amount or extent and do not detract
    from the value, or interfere with the present use of such properties or
    otherwise impair business operations in any respect (collectively,
    "Permitted Encumbrances").

             4.7.4  The portions of the buildings located on the Leasehold
    Premises that are used in ISM's business and the buildings located on the
    Owned Properties are each in good repair and condition, normal wear and tear
    excepted, and are in the aggregate sufficient to satisfy ISM's current and
    reasonably anticipated business activities as conducted thereat.

             4.7.5  Each of the Leasehold Premises and Owned Properties:  (i)
    has direct access to public roads or access to public roads by means of an
    access easement (which access easement is perpetual, in the case of each of
    the Owned Properties, and for at least the remaining term of the Lease and
    any renewal periods, in the case of each of the Leasehold Premises), such
    access being sufficient to satisfy the current normal day-to-day
    transportation requirements of ISM's business as presently conducted at such
    parcel; and (ii) is served by all utilities in such quantity and quality as
    are sufficient to satisfy the current business activities as conducted at
    such parcel.

             4.7.6  ISM has not received notice of (i) any condemnation
    proceeding with respect to any portion of the Leasehold Premises or Owned
    Properties or any

                                      -10-
<PAGE>
 
    access thereto, and, to the best knowledge of ISM and the Stockholders, no
    such proceeding is contemplated by any governmental authority; or (ii) any
    special assessment which may affect any of the Leasehold Premises or Owned
    Properties, and, to the best knowledge of the ISM and the Stockholders, no
    such special assessment is contemplated by any governmental authority.

         4.8  Good Title to and Condition of the Assets.

             4.8.1  ISM has good and marketable title to all of its properties
    and assets (other than the Leasehold Premises and personal property which is
    leased by ISM), whether real, personal or mixed, tangible or intangible,
    wherever located (collectively, the "Assets"), free and clear of any Liens
    other than Permitted Encumbrances.

             4.8.2  The Fixed Assets (as hereinafter defined) of ISM currently
    in use or necessary for its business are in good operating condition, normal
    wear and tear excepted.  For purposes of this Agreement, the term "Fixed
    Assets" means all buildings, machinery, equipment, tools, supplies,
    leasehold improvements, construction in progress, furniture and fixtures of
    ISM.

             4.8.3  The inventory of ISM (the "Inventory") consists of items of
    a quality and quantity usable and salable in the ordinary course of ISM's
    business and, at an aggregate value not less than the aggregate values at
    which such items are carried on their books.  The values of the inventory on
    the Last Balance Sheet fairly represent the fair market value of such
    inventory.  The inventory as reflected on the Last Balance Sheet does not
    include any unreasonable accumulation of slow-moving inventory or inventory
    of below standard quality.  All of the inventory of ISM is located on the
    Owned Premises or the Leased Premises.

         4.9  Receivables.  The accounts receivable of ISM ("Receivables") are
valid and legally binding, represent bona fide transactions and arose in the
ordinary course of business of ISM.  The Receivables reflected on the Last
Balance Sheet are collectible in the full amount stated, within sixty (60) days
of the Closing Date, net of any allowance for doubtful accounts.  For purposes
of this Agreement, the term "Receivables" means all receivables of ISM,
regardless of where set forth on the balance sheet, including all trade account
receivables arising from sales or rental of inventory in the ordinary course of
business, notes receivable, and insurance proceeds receivable.

         4.10  Licenses and Permits.  ISM possesses all licenses and required
governmental or official approvals, permits or authorizations for the business
and operation of each of ISM, the Owned Properties and each of the Leasehold
Premises (collectively, the "Permits").  All Permits are valid and in full force
and effect.  ISM is in compliance with all requirements of the Permits, and no
proceeding is pending or threatened to revoke or amend any of the Permits.
Except as set forth on Schedule 4.10, none of the Permits is or will be

                                      -11-
<PAGE>
 
impaired or in any way affected by the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby.

         4.11  Adequacy of the Assets; Relationships with Customers and
Suppliers.  The Assets constitute, in the aggregate, all of the property
necessary for the conduct of the business of ISM in the manner in which and to
the extent to which it is currently being conducted.  ISM does not know of any
written or oral communication, fact, event or action which exists or has
occurred prior to the date hereof which indicates that:

             4.11.1  any current customer of ISM which accounted for over 1% of
    the total revenue of ISM for the year ended December 31, 1995, will
    terminate its business relationship with ISM; or

             4.11.2  any current supplier to ISM of items essential to the
    conduct of its business which items cannot be replaced by ISM at comparable
    cost to ISM and the loss of which would have an adverse effect on the
    business or operations of ISM, will terminate its business relationship with
    ISM.  Except as set forth on Schedule 4.11.2, neither ISM nor any of its
    affiliates, as such term is defined in Rule 405 promulgated under the
    Securities Act of 1933, as amended (the "1933 Act"), has any direct or
    indirect interest in any customer, supplier or competitor of ISM, or in any
    person or entity from whom or to whom ISM leases real or personal property,
    or in any person with whom ISM is doing business. ISM is not restricted by
    agreement from carrying on its business anywhere in the world.

         4.12  Documents of and Information with Respect to ISM.

             4.12.1  Schedule 4.12 is an accurate and complete list of the
    following:  (i) each policy of insurance in force with respect to the Assets
    of ISM and each of the performance or other surety bonds maintained by ISM
    in the conduct of its business; (ii) each loan, credit agreement, guarantee,
    security agreement or similar document or instrument to which ISM is a party
    or by which it is bound; (iii) each lease of personal property to which ISM
    is a party or by which it is bound, (iv) any other agreement, contract or
    commitment to which ISM is a party or by which it is bound which involves a
    future commitment by ISM in excess of $5,000, except for those agreements,
    contracts, and commitments entered into by ISM in the ordinary course of its
    business of sports marketing and licensing; (v) the name and current annual
    salary of each officer or other employee of ISM and the profit sharing,
    bonus or any other form of compensation (other than salary) paid or payable
    by ISM to or for the benefit of each such person for the year ended December
    31, 1995, and any employment or other agreement of ISM with any of their
    officers or employees; (vi) the names of the directors of ISM; (vii) the
    name of each bank in which ISM has an account or safe-deposit box, the name
    in which the account or box is held, the account number and the names of all
    persons authorized to draw thereon or to have access thereto; and (viii) a
    list of powers of attorney granted by or on behalf of ISM.  ISM has
    previously

                                      -12-
<PAGE>
 
    furnished Buyer with an accurate and complete copy of each such agreement,
    contract or commitment listed in Schedule 4.12.  There has not been any
    breach of or default in any obligation to be performed by ISM under any such
    instrument or, to the knowledge of ISM, in any obligation to be performed by
    any other party to such instrument.  All of such instruments to which ISM is
    a party are valid, binding and enforceable against ISM and in full force and
    effect in accordance with their respective terms.  None of such instruments
    will expire or be terminated or be subject to any modification of terms or
    conditions upon consummation of the Merger.

             4.12.2  ISM carries insurance which is substantially comparable in
    character and amount to that carried by other companies engaged in similar
    businesses, with reputable insurers, covering all of its assets, properties
    and businesses, and has provided all required performance or other surety
    bonds.  All premiums and other payments which have become due under each
    policy of insurance listed on Schedule 4.12 have been paid in full, all of
    such policies are in full force and effect and ISM has not received notice
    from any insurer, agent or broker of the cancellation of, or any increase in
    premium with respect to, any of such policies or bonds.  Except as set forth
    on Schedule 4.12, ISM has not received any notification from any insurer,
    agent or broker denying or disputing any claim made by ISM or denying or
    disputing any coverage for any such claim or the amount of any claim.  ISM
    does not have any claim against any of its insurers under any of such
    policies pending or anticipated and there has been no occurrence of any kind
    which could give rise to any such claim.

         4.13  Litigation.  There are no actions, suits, claims, governmental
investigations or arbitration proceedings pending or threatened against or
affecting ISM, the Shares, the Assets or the liabilities of ISM or which
question the validity or enforceability of this Agreement or any action
contemplated herein.  There is no basis for any of the foregoing.  There are no
outstanding orders, decrees or stipulations issued by any federal, state, local
or foreign judicial or administrative authority in any proceeding to which ISM
is or was a party or which affect the Shares, the Assets or the liabilities of
ISM or any of the transactions contemplated hereby.

         4.14  Records.  ISM's records are accurate and complete in all material
respects and there are no material matters as to which appropriate entries have
not been made in such records.  A record of all action taken by the Stockholders
and the board of directors of ISM and all minutes of their respective meetings
are contained in the minute books of ISM and are accurate and complete.  The
records, books and stock ledgers of ISM contain an accurate and complete record
of all issuances, transfers and cancellations of shares of capital stock of ISM.

         4.15  No Material Adverse Change.  Since the date of the Last Balance
Sheet, there has not been (i) any change in the business or properties of ISM or
in the financial condition of ISM, other than changes occurring in the ordinary
course of business which have not had a Material Adverse Effect; or (ii) any
threatened or prospective event or

                                      -13-
<PAGE>
 
condition of any character whatsoever which could materially adversely affect
the Shares or have a Material Adverse Effect.  "Material Adverse Effect" when
used in this Agreement, shall mean that the fact, event or occurrence being
measured in reference to such standard would have a material adverse effect on
the business, properties, financial condition or results of operations of ISM.

         4.16  Absence of Certain Acts or Events.  Since the date of the Last
Balance Sheet, ISM has not (i) authorized or issued any capital stock or other
securities; (ii) declared or paid any dividend or made any other distribution of
or with respect to its capital stock or other securities, or purchased or
redeemed any of its capital stock or other securities; (iii) paid any bonus or
increased the rate of compensation of any of its employees; (iv) sold or
transferred any of its assets other than in the ordinary course of business; (v)
made or obligated itself to make capital expenditures aggregating more than
$5,000; (vi) incurred any material obligations or liabilities (including any
indebtedness) or entered into any material transaction, except for this
Agreement, and the transactions contemplated hereby; (vii) suffered any theft,
damage, destruction or casualty loss in excess of $5,000; (viii) waived any
right of material value; (ix) suffered any extraordinary losses; (x) made or
adopted any change in its accounting practice or policies; (xi) made any
adjustment to its books and records other than in respect of the conduct of its
business activities in the ordinary course during the period since June 30,
1996; or (xii) made any loan or advance other than advances to employees in the
ordinary course of business not exceeding $5,000 as to all employees in the
aggregate.

         4.17  Compliance with Laws.

             4.17.1  ISM is in compliance with all laws, regulations and orders
    applicable to it, the Shares or the Assets (including the Internal Revenue
    Code of 1986, as amended (the "Code") and ERISA, as defined in Section
    4.20).  ISM has not been cited, fined or otherwise notified of any asserted
    past or present failure to comply with any laws, and to the best knowledge
    of ISM and the Stockholders, no proceeding with respect to any such
    violation is contemplated.

             4.17.2  Neither ISM, nor any employee of ISM has made any payment
    of funds in connection with the business of ISM prohibited by law, and no
    funds have been set aside to be used in connection with the business of ISM
    for any payment prohibited by law.

             4.17.3  ISM is and at all times has been in full compliance with
    the terms and provisions of the Immigration Reform and Control Act of 1986
    (the "Immigration Act").  With respect to each Employee (as defined in 8
    C.F.R. 274a.1(f)) of ISM for whom compliance with the Immigration Act by ISM
    as Employer is required, ISM shall have supplied to Buyer an accurate and
    complete copy of (i) each Employee's Form I-9 (Employment Eligibility
    Verification Form) and (ii) all other records, documents or other papers
    prepared, procured and/or retained by ISM pursuant to the

                                      -14-
<PAGE>
 
    Immigration Act.  ISM has not been cited, fined, served with a Notice of
    Intent to Fine or with a Cease and Desist Order under the Immigration Act,
    nor has any action or administrative proceeding been initiated or threatened
    against ISM by reason of any actual or alleged failure to comply with the
    Immigration Act.

         4.18  Environmental Matters.

             4.18.1  ISM has not (i) transported, stored, handled, treated or
    disposed of, or allowed or arranged for any third parties to transport,
    store, handle, treat or dispose of, Hazardous Substances or other waste to
    or at any location other than a site lawfully permitted to receive such
    Hazardous Substances or other waste for such purposes, nor has it performed,
    arranged for or allowed by any method or procedure such transportation,
    storage, treatment or disposal in contravention of any laws or regulations
    or (ii) stored, handled, treated or disposed of, or allowed or arranged for
    any third parties to store, handle, treat or dispose of, Hazardous
    Substances or other waste upon property owned or leased by it, except as
    permitted by law.  For purposes of this Section 4.18, the term "Hazardous
    Substances" shall mean and include the following:  (A) any "Hazardous
    Substance," "Pollutant" or "Contaminant" as defined in the Comprehensive
    Environmental Response, Compensation and Liability Act, as amended, 42
    U.S.C. Section 9601, et seq., or the regulations promulgated thereunder
                         -- ---                                            
    ("CERCLA"); (B) any hazardous waste as that term is defined in applicable
    state or local law; (C) any substance containing petroleum, as that term is
    defined in Section 9001(8) of the Resource Conservation and Recovery Act, as
    amended, 42 U.S.C. Section 6991(8), or in 40 C.F.R. Section 280.1; or (D)
    any other substance for which any governmental entity with jurisdiction over
    the Leasehold Premises or the Owned Properties requires special handling in
    its generation, handling, use, collection, storage, treatment or disposal.

             4.18.2  There has not occurred, nor is there presently occurring, a
    Release of any Hazardous Substance on, into or beneath the surface of any
    parcel of the Owned Properties or Leasehold Premises.  For purposes of this
    Section 4.18, the term "Release" shall have the meaning given it in CERCLA.

             4.18.3  ISM has not shipped, transported or disposed of, or allowed
    or arranged, by contract, agreement or otherwise, for any third parties to
    ship, transport or dispose of, any Hazardous Substance or other waste to or
    at a site which, pursuant to CERCLA or any similar state law, (i) has been
    placed on the National Priorities List or its state equivalent; or (ii) the
    Environmental Protection Agency or the relevant state agency has proposed or
    is proposing to place on the National Priorities List or its state
    equivalent.  ISM has not received notice, nor does it have knowledge of any
    facts which could give rise to any notice, that ISM is a potentially
    responsible party for a federal or state environmental cleanup site or for
    corrective action under CERCLA or any other applicable law or regulation.
    ISM has not submitted and was not required to submit any notice pursuant to
    Section 103(c) of CERCLA with respect to the Owned

                                      -15-
<PAGE>
 
    Properties or the Leasehold Premises.  ISM has not received any written or
    oral request for information in connection with any federal or state
    environmental cleanup site.  ISM has not been required to and has not
    undertaken any response or remedial actions or clean-up actions of any kind
    at the request of any federal, state or local governmental entity, or at the
    request of any other person or entity.

             4.18.4  ISM does not use, and has not used, any Underground Storage
    Tanks (as defined below). There are not now nor have there ever been any
    Underground Storage Tanks on the Owned Properties or the Leasehold Premises.
    For purposes of this Section 4.18, the term "Underground Storage Tanks"
    shall have the meaning given it in the Resource Conservation and Recovery
    Act (42 U.S.C.  Sections 6901 et seq.).
                                  -- ---   

             4.18.5  There are no laws, regulations, ordinances, licenses,
    permits or orders relating to environmental or worker safety matters
    requiring any work, repairs, construction or capital expenditures with
    respect to the assets or properties of ISM. There are no violations of
    environmental law committed by ISM relating to (i) the Owned Properties or
    the Leasehold Premises or any property or parcel adjacent to any of the
    foregoing, or (ii) ISM's use of the Owned Properties or Leasehold Premises.

             4.18.6  Schedule 4.18.6 identifies (i) all environmental audits,
    assessments or occupational health studies undertaken by ISM or its agents
    or, to the knowledge of ISM, undertaken by governmental agencies relating to
    or affecting ISM or any of the Owned Properties or Leasehold Premises; (ii)
    the results of any groundwater, soil, air or asbestos monitoring undertaken
    by ISM or its agents or, to the knowledge of ISM, undertaken by governmental
    agencies relating to or affecting ISM or any of the Owned Properties or
    Leasehold Premises; (iii) all written communications between ISM or its
    representatives, on the one hand, and environmental agencies, on the other
    hand; and (iv) all citations issued under the Occupational Safety and Health
    Act (29 U.S.C. Sections 651 et seq.) relating to or affecting ISM or any of
                                -- ---                                         
    the Owned Properties or Leasehold Premises.

             4.18.7  Schedule 4.7.1 identifies, to the knowledge of ISM and the
    Stockholders, all prior uses of the Owned Properties.

         4.19  Labor Relations.  ISM is not a party to or bound by any
collective bargaining agreement or any other agreement with a labor union, and
there has been no effort by any labor union during the last five (5) years to
organize any employees of ISM into one or more collective bargaining units.
There is not pending or threatened any labor dispute, strike or work stoppage
which affects or which may affect the business of ISM or which may interfere
with the continued operation of its business.  Neither ISM, nor any agent,
representative or employee of ISM has committed any unfair labor practice as
defined in the National Labor Relations Act, as amended, and there is not now
pending or threatened any charge or complaint against ISM by or with the
National Labor Relations Board or any

                                      -16-
<PAGE>
 
representative thereof.  There has been no strike, walkout or work stoppage
involving any of the employees of ISM. Neither ISM nor any Stockholder is aware
that any executive or key employee or group of employees has any plans to
terminate his, her or their employment with ISM.

         4.20  Employee Benefits.

             4.20.1  Except as set forth on Schedule 4.20.1, the employees of
    ISM do not participate (and have not participated in the preceding five
    calendar years) in any "employee benefit plan", as defined in section 3(3)
    of the Employee Retirement Income Security Act of 1974, as amended
    ("ERISA"), nor in any other retirement, profit-sharing, deferred
    compensation, bonus, stock option, stock purchase or similar plan, program
    or arrangement of ISM (any of the foregoing being hereinafter referred to as
    a "Plan").  Each Plan which is intended to be a qualified plan under section
    401(a) of the Code has been determined by the Internal Revenue Service
    ("IRS") to be qualified under section 401(a) of the Code, each trust related
    to any such Plan has been determined to be exempt from federal income tax
    under section 501(a) of the Code and no event has occurred or condition
    exists which is likely to adversely affect such determinations.  With
    respect to all Plans (whether or not subject to ERISA and whether or not
    qualified under section 401(a) of the Code), all employer contributions
    (including any contributions to any trust account or payments due under any
    life insurance policy) previously declared or otherwise required by law or
    contract to have been made have been paid and all employer contributions
    (including any contributions to any trust account or payments due under any
    life insurance policy) accrued have been paid as required by law or
    contract.  No Prohibited Transaction has occurred with respect to any Plan.
    For purposes of this Agreement, the term "Prohibited Transaction" means any
    transaction described in section 406 of ERISA which is not exempt by reason
    of section 408 of ERISA or the transitional rules set forth in section
    414(c) of ERISA, and any transaction described in section 4975(c) of the
    Code which is not exempt by reason of section 4975(c)(2) or section 4975(d)
    of the Code or the transactional rules of section 2003(c) of ERISA.

             4.20.2  ISM has not terminated and will not terminate before the
    Closing Date, any plan subject to Title IV of ERISA.  ISM has not incurred
    any termination or withdrawal liability under Title IV of ERISA.

             4.20.3  ISM has never contributed to any "multiemployer plan," as
    defined in section 414(f) of the Code or section 3(37) of ERISA.  No Plan
    has incurred any accumulated funding deficiency, as defined in section 412
    of the Code and section 302 of ERISA.

             4.20.4  ISM has never (i) failed to make a required installment
    under section 302(e) of ERISA or (ii) been required to provide security to
    any employee

                                      -17-
<PAGE>
 
    benefit plan or the Pension Benefit Guaranty Corporation under section 306
    or 307 of ERISA.

             4.20.5  There are no actions, suits or claims pending (other than
    routine claims for benefits) or overtly threatened against a Plan or the
    assets of any Plan.

             4.20.6  No Plan which is an "employee welfare benefit plan," as
    defined in section 3(1) of ERISA, provides employer-paid benefits to
    retirees or former employees, except for continuation coverage under the
    Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

             4.20.7  Except as set forth on Schedule 4.20.7, ISM is not
    obligated to pay any severance benefits to any employee whose employment may
    be terminated on or after July 1, 1996.

         4.21  Computer Programs and Software.  All computer programs and
software currently being used in the business of ISM (the "Software") are owned
by ISM or held under valid license agreements.  ISM has not licensed anyone to
use any of the Software nor does ISM have knowledge of any infringing use of the
Software or claim of infringing use.  The Software is sufficient for the conduct
of the business of ISM as now operated.

         4.22  Brokers.  Neither the Stockholders nor ISM has paid or become
obligated to pay any fee or commission of any broker, finder or intermediary for
or on account of the transactions provided for in this Agreement.

         4.23  Intellectual Property.  Set forth on Schedule 4.23 is a list of
all trade names, assumed names, service marks and trademarks, logos, patents,
copyrights, rights and applications therefor and other intellectual property of
ISM, including without limitation, trade secrets, technology, know-how,
formulae, designs, drawings, computer software, slogans, and operating rights,
and all registrations and filings thereof ("Intellectual Property").  ISM holds
all Intellectual Property or other intellectual properties which it uses in its
business free and clear of all Liens and requires no rights in such properties
that it does not have to conduct its business as presently conducted.  No
proceedings have been instituted or are pending or threatened or, to the
knowledge of ISM and the Stockholders, contemplated which assert the invalidity,
abuse, misuse or unenforceability of any such rights, and there are no grounds
for the same.  Except as disclosed in Schedule 4.12 or Schedule 4.23, ISM has
not licensed anyone to use any Intellectual Property.  Neither ISM nor the
Stockholders have knowledge of the infringing use of such proprietary rights by
any other person.  Neither ISM nor any Stockholder has received a notice of
conflict with the asserted rights of others.  The conduct of the business of ISM
has not infringed any asserted rights of others.

         4.24  Business Locations.  As of the date hereof, ISM does not have any
office or place of business other than as identified on Schedules 4.7.1 and
4.7.2.  ISM's principal place of business and its chief executive offices (as
such term is used in subsection 9-401 of

                                      -18-
<PAGE>
 
the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania as of
the date hereof) are indicated on Schedule 4.24, and all locations where ISM's
equipment, inventory, chattel paper and books and records are located as of the
date hereof are fully identified on Schedules 4.7.1 and 4.7.2.

         4.25  Names; Prior Acquisitions.  All names under which ISM does
business as of the date hereof are identified on Schedule 4.25.  Except as set
forth on Schedule 4.25, ISM has not changed its name or used any assumed or
fictitious name, or been the surviving entity in a merger, acquired any business
or changed its principal place of business or chief executive office within the
last six (6) years.

         4.26  Accuracy of Information Furnished by ISM and the Stockholders.
No representation, statement or information made or furnished by ISM or the
Stockholders to Buyer, including those contained in this Agreement and the other
information and statements referred to herein and previously furnished by ISM or
the Stockholders pursuant hereto, contains or shall contain any untrue statement
of a material fact or omits or shall omit any material fact necessary to make
the information contained herein or therein not misleading.

         4.27  Franchising.  ISM is not a franchisor in any franchising
relationship and does not have any franchisees (as such terms are defined under
federal laws, rules or regulations or the laws, rules or regulations of any
state).  If and to the extent any activities of ISM may have constituted the
offering of a franchise, ISM has fully complied with all applicable laws, rules
and regulations with respect thereto, including any registration requirements of
any state or other jurisdiction.


                                   ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF BUYER

         To induce ISM and the Stockholders to enter into this Agreement and to
consummate the transactions contemplated hereunder, Buyer makes the following
representations and warranties, which representations and warranties shall
survive the Closing:

         5.1  Organization, Power and Authority of Buyer.  Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and has all requisite corporate power and authority to
enter into this Agreement and all other agreements, instruments and documents
contemplated hereby and to perform its obligations hereunder and thereunder.

         5.2  Due Authorization; Binding Obligation; No Violations.  The
execution, delivery and performance of this Agreement and all other agreements,
instruments and documents contemplated hereby and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action of Buyer.  This Agreement has been duly executed and delivered
by Buyer and is a valid and binding obligation of Buyer, enforceable

                                      -19-
<PAGE>
 
against Buyer in accordance with its terms.  Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will:  (i) violate any provision of the certificate of incorporation or bylaws
of Buyer; (ii) violate any federal, state or local law, statute, ordinance,
rule, regulation or any decree, writ, injunction, judgment or order of any court
or administrative or other governmental body or of any arbitration award which
is either applicable to, binding upon or enforceable against Buyer; or (iii)
require the consent, approval or authorization of, or the registration,
recording, filing or qualification with, or notice to, or the taking of any
other action in respect of, any governmental authority or any other person or
entity.


                                   ARTICLE VI
                ADDITIONAL COVENANTS OF ISM AND THE STOCKHOLDERS

         6.1  Best Efforts.  ISM and the Stockholders will use their best
efforts to cause to be satisfied as soon as practicable and prior to the Closing
Date all of the conditions set forth in Article VIII to the obligation of Buyer
to proceed with the purchase of Shares hereunder.

         6.2  Conduct of Business Pending the Closing.  From and after the
execution and delivery of this Agreement and until the Closing Date, except as
otherwise provided by the prior written consent of Buyer:

             6.2.1  ISM will conduct its business and operations in the ordinary
    course of business consistent with past practices, and ISM will use its best
    efforts to (i) preserve its business organization intact; (ii) keep
    available to ISM the services of its officers, employees, agents and
    distributors; and (iii) preserve its relationships with customers,
    suppliers, lenders, landlords and others having dealings with them.

             6.2.2  ISM will maintain all of its properties in good repair,
    order and condition, reasonable wear and use excepted, and will maintain
    insurance of such types and in such amounts upon all of its properties and
    with respect to the conduct of its business as are in effect on the date of
    this Agreement.

             6.2.3  ISM will not (i) authorize or issue any shares of its
    capital stock (including shares held in the treasury) or any other
    securities or grant any option, warrant, or other right to acquire same;
    (ii) declare or pay any dividend or make any distribution on or with respect
    to its capital stock or other securities or purchase or redeem any of its
    capital stock or other securities; (iii) pay any bonus or increase the rate
    of compensation of any of its employees or enter into any new employment
    agreement or amend any existing employment agreement; (iv) sell or transfer
    any of its assets other than in the ordinary course of business or grant any
    Liens thereon; (v) make or obligate itself to make capital expenditures
    aggregating more than $20,000; (vi) incur any obligations or liabilities or
    enter into any transaction other than in the ordinary course of business;
    (vii) amend its certificate of incorporation or bylaws; (viii) waive any
    right of value; (ix) enter into any

                                      -20-
<PAGE>
 
    material amendment to any Lease or enter into any new lease of real
    property; (x) incur any indebtedness; (xi) make or adopt any change in its
    accounting practice or policies; (xii) make any adjustment to its books and
    records other than in respect of the conduct of its business activities in
    the ordinary course during the period from the date hereof; or (xiii) make
    any loan or advance other than advances to employees in the ordinary course
    of business which, when aggregated with all such advances made during the
    period from May 31, 1996 to the date hereof, exceeds $5,000 in the aggregate
    as to all employees.

         6.3  Access to Properties and Records.  From and after the execution
and delivery of this Agreement, ISM will afford to representatives of Buyer
access, during normal business hours and upon reasonable notice, to its premises
sufficient to enable Buyer to inspect the Assets or the operation of its
business, and ISM will furnish to such representatives during such period all
such information relating to the foregoing investigation as Buyer may reasonably
request; provided, however, that any furnishing of such information to Buyer and
any investigation by Buyer, whether prior to or subsequent to the date hereof,
shall not affect the right of Buyer to rely on the representations and
warranties made by ISM and the Stockholders in this Agreement.

         6.4  No Other Discussions.  From the date hereof until December 31,
1996 (the "Termination Date"), ISM, the Stockholders and their respective
affiliates, employees, agents or representatives, either alone or together, (i)
will not initiate or encourage the initiation by others of discussions or
negotiations with third parties or respond to (other than to decline interest
in) solicitations by third parties relating to any merger, sale or other
disposition of any substantial part of the capital stock or assets of ISM, (ii)
will immediately notify Buyer if any third party attempts to initiate any such
solicitation, discussion or negotiation with any of their affiliates, employees,
agents or representatives, and (iii) will not enter into any agreement with
respect thereto with any third party.

         6.5  Retention of Shares.  The Stockholders will not, prior to the
Closing Date, sell, assign, transfer, pledge, encumber or otherwise dispose of
any of the Shares (or any interest therein) nor grant any options or similar
rights with respect to any of the Shares.


                                  ARTICLE VII
                         ADDITIONAL COVENANTS OF BUYER

         7.1  Best Efforts.  Buyer will use its best efforts to cause to be
satisfied as soon as practicable and prior to the Closing Date, all of the
conditions set forth in Article IX to the obligation of ISM and the Stockholders
to proceed with the sale of Shares hereunder.

                                      -21-
<PAGE>
 
                                  ARTICLE VIII
                     CONDITIONS TO THE OBLIGATION OF BUYER

         The obligation of Buyer to proceed with the purchase of the Shares
shall be subject to the fulfillment at or prior to the Closing Date of each of
the following conditions:

         8.1  Accuracy of Representations and Warranties and Compliance with
Obligations.  The representations and warranties of ISM and the Stockholders
contained in this Agreement shall have been true and correct at and as of the
date hereof, and they shall be true and correct at and as of the Closing Date
with the same force and effect as though made at and as of that time.  ISM and
the Stockholders shall have performed and complied with all of their respective
obligations required by this Agreement to be performed or complied with at or
prior to the Closing Date.  ISM and the Stockholders shall have delivered to
Buyer a certificate, dated the Closing Date and signed by the President of ISM
and each Stockholder, certifying that such representations and warranties were
true and correct at and as of the date hereof, and are true and correct at and
as of the Closing Date with the same force and effect as though made at and as
of that time, and that all such obligations have been thus performed and
complied with.

         8.2  Due Diligence Review.  Buyer shall have completed to its
reasonable satisfaction a due diligence review of the business and operations of
ISM.

         8.3  No Material Adverse Changes or Destruction of Property.  Between
the date hereof and the Closing Date, (i) there shall have been no material
adverse change in the condition, financial or otherwise, of ISM, (ii) there
shall have been no adverse federal, state or local legislative or regulatory
change affecting in any material respect the services, products or business of
the ISM, and (iii) none of the properties and assets of ISM shall have been
damaged by fire, flood, casualty, act of God or public enemy or other cause,
regardless of insurance coverage for such damage, and there shall have been
delivered to Buyer a certificate to that effect, dated the Closing Date and
signed on behalf of ISM by its President.

         8.4  No Adverse Litigation.  There shall not be pending or threatened
any action, suit, investigation or proceeding by or before any court or other
governmental body which shall seek to restrain, prohibit, invalidate or collect
damages arising out of the purchase of the Shares or any other transaction
contemplated hereby, or which might affect the right of ISM to own, operate in
their entirety, or control the Assets, and which, in the reasonable judgment of
Buyer, makes it inadvisable to proceed with the transactions contemplated
hereby.

         8.5  Corporate Action.  The directors and Stockholders of ISM shall
have taken all corporate action necessary to effect the transactions
contemplated hereby, and ISM shall have furnished Buyer with certified copies of
resolutions duly adopted by its directors and Stockholders, in form and
substance satisfactory to counsel for Buyer, in connection with the foregoing.

                                      -22-
<PAGE>
 
         8.6  Corporate Certificates.  ISM and the Stockholders shall have
delivered to Buyer (a) true, correct and complete copies of the articles of
incorporation and bylaws of ISM as in effect immediately prior to the Closing
and (b) a certificate of good standing of ISM issued by the Secretary of State
of the Commonwealth of Pennsylvania and the appropriate officer of each state in
which ISM is qualified to do business, in each case dated as of a reasonably
recent date.

         8.7  Receipt of Necessary Consents.  All necessary consents or
approvals of third parties to any of the transactions contemplated hereby
(including the consents identified on Schedule 4.2), shall have been obtained
and shown by written evidence satisfactory to Buyer.  The form and substance of
such consents shall be reasonably satisfactory to Buyer.

         8.8  Delivery of Stock Certificates.  ISM and the Stockholders shall
have delivered to Buyer stock certificates evidencing the Shares, accompanied by
appropriate stock powers duly endorsed.

         8.9  Resignations.  ISM and the Stockholders shall have delivered to
Buyer, duly executed resignations of each of the officers and directors of ISM.

         8.10  Completion of Initial Public Offering.  The initial public
offering of shares of Buyer common stock shall have been consummated.



                                   ARTICLE IX
             CONDITIONS TO OBLIGATIONS OF ISM AND THE STOCKHOLDERS

         The obligations of ISM and the Stockholders to proceed with the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Closing Date of the following conditions:

         9.1  Accuracy of Representations and Warranties and Compliance with
Obligations.  The representations and warranties of Buyer contained in this
Agreement shall have been true and correct at and as of the date hereof, and
they shall be true and correct at and as of the Closing Date with the same force
and effect as though made at and as of that time.  Buyer shall have performed
and complied in all material respects with all of its respective obligations
required by this Agreement to be performed or complied with at or prior to the
Closing Date.  Buyer shall have delivered to ISM a certificate, dated as of the
Closing Date and signed by one of its officers, certifying that such
representations and warranties were true and correct at and as of the date
hereof, and are true and correct at and as of the Closing Date with the same
force and effect as though made at and as of that time, and that all such
obligations have been thus performed and complied with.

                                      -23-
<PAGE>
 
         9.2  Delivery of the Cash Payment.  Buyer shall have delivered
$2,400,000 to the Stockholders.


                                   ARTICLE X
                       CERTAIN ACTIONS AFTER THE CLOSING

         10.1  Execution of Further Documents.  From and after the Closing, upon
the reasonable request of Buyer, the former officers of ISM and the Stockholders
shall execute, acknowledge and deliver all such further acts, deeds, bills of
sale, assignments, transfers, conveyances, powers of attorney and assurances as
may be requested to convey and transfer to and vest in Buyer and protect its
right, title and interest in all of the Shares, and as may be required or
otherwise appropriate to carry out the transactions contemplated by this
Agreement.

         10.2  Employment of ISM's Employees.

             10.2.1   The Stockholders shall use their best efforts to aid Buyer
    and ISM in retaining such of the employees of ISM as are employed on the
    Closing Date whom Buyer and ISM desire to retain after the Closing Date.
    Except with the prior written consent of Buyer, neither the Stockholders nor
    any affiliate of the Stockholders shall solicit or cause, directly or
    indirectly, to be solicited, nor attempt to induce, for a period of three
    years after the Closing Date, any person employed by ISM on the Closing Date
    or at any time within 180 days prior to the Closing Date unless such person
    either was not retained by ISM or was terminated by ISM: (i) to refuse to
    continue his or her employment with ISM or Buyer, (ii) if such employment is
    continued, to terminate his or her employment with ISM or (iii) to work,
    directly or indirectly, with or for any of the Stockholders or any of their
    Affiliates.  As used in this Agreement, the term "Affiliate" means, with
    respect to a specified person, any other person which directly, or
    indirectly through one or more intermediaries, controls or is controlled by,
    or is under common control with, the person specified and, with respect to
    any natural person, shall include all persons related to such person by
    blood or marriage.

             10.2.2  Except as set forth on Schedule 4.20.7, neither Buyer nor
    ISM shall have any obligation to continue to employ any of the persons
    currently employed by ISM or to continue, or institute any replacement or
    substitution for, any vacation, severance, incentive, bonus, profit sharing,
    pension or other employee benefit plan or program of ISM.

         10.3  Restrictive Covenants.

             10.3.1  To assure that Buyer will realize the value and goodwill
    inherent in ISM, the Stockholders jointly and severally agree with Buyer
    that neither the Stockholders nor any of their Affiliates shall:

                                      -24-
<PAGE>
 
              10.3.1.1  directly or indirectly, for a period of five years
    following the Closing Date (the "Restricted Period"), engage in or have any
    interest in any business, firm, person, partnership, corporation, limited
    liability company, or other entity (as an owner, shareholder, partner,
    manager, member, employee, agent, security holder, creditor, consultant or
    otherwise) that engages in any activity that is the same or similar to, or
    competitive with, any activity engaged in by ISM or any of its Affiliates on
    the Closing Date, or by ISM or any Affiliate of ISM during the Restricted
    Period; provided that (a) the prohibition contained in this Section 10.3.1.1
    shall not apply to any activity in which ISM permanently ceases to be
    engaged, and (b) provided that the ownership, beneficially or of record, of
    less than five percent (5%) of the outstanding shares of any class of stock
    of any issuer listed on a national securities exchange shall not be a breach
    of this Agreement.

              10.3.1.2  directly or indirectly, at any time following the
    Closing Date, divulge, communicate, use to the detriment of Buyer or ISM or
    the Affiliates of either of the foregoing, or for the benefit of any other
    business, firm, person, partnership, limited liability company or
    corporation, the confidential information, data, intellectual property or
    trade secrets of ISM, including but not limited to those items identified on
    Schedule 4.23, and the business records, financial information and the
    customer, supplier and personnel information of ISM.

              10.3.1.3  directly or indirectly, for a period of five years
    following the Closing Date: (i) induce any customer of ISM at the Closing
    Date to patronize any business other than ISM or Buyer similar to any of
    those described in Section 10.3.1.1; (ii) canvass, solicit or accept from
    any customer of ISM at the Closing Date any business similar to any of those
    described in Section 10.3.1.1 other than on behalf of ISM or Buyer; or (iii)
    request or advise any individual or entity which is a customer of ISM at the
    Closing Date to withdraw, curtail or cancel any such customer's business
    with ISM or Buyer.

              10.3.1.4  directly or indirectly, for a period of five (5) years
    following the Closing Date, solicit (or employ or cause to be employed other
    than by ISM or Buyer) other employees of ISM or any Affiliate or subsidiary
    of ISM, directly or indirectly, for the purpose of enticing them to leave
    their employment with ISM or any Affiliate or subsidiary of ISM;

              10.3.1.5  request or advise any individual or entity which is a
    supplier or vendor of ISM at the Closing Date to withdraw, curtail or cancel
    any such supplier's or vendor's business with ISM or Buyer.

             10.3.2  The Stockholders agree and acknowledge that the
    restrictions contained in Section 10.3.1 have been specifically negotiated
    by sophisticated parties and agree that all such provisions are reasonable
    and necessary in territorial scope and in duration to adequately protect
    Buyer and ISM after the Closing Date.  If, however, any

                                      -25-
<PAGE>
 
    provision of Section 10.3.1, as applied to any party or to any
    circumstances, is adjudged by a court of competent jurisdiction to be
    invalid or unenforceable, the same will in no way affect any other provision
    of Section 10.3 or any other part of this Agreement, the application of such
    provision in any other circumstances or the validity or enforceability of
    this Agreement.  If any such provision, or any part thereof, is held to be
    unenforceable because of the duration of such provision or the area covered
    thereby, the parties agree that the court making such determination will
    have the power to modify the duration and/or area of such provision, and/or
    to delete specific words or phrases, and in its modified form such provision
    will then be enforceable and will be enforced.  It is further agreed that a
    breach or violation of any provision of Section 10.3.1 will result in
    immediate and irreparable injury to Buyer and ISM and that money damages
    will be an inadequate remedy.  Accordingly, in addition to such damages as
    Buyer and ISM can demonstrate they have sustained by reason of such breach
    or violation, and in addition to any other remedy that Buyer or ISM may
    have, Buyer and ISM shall each be entitled to both temporary and permanent
    injunctive relief to enforce the specific performance of this Section 10.3.

             10.3.3 The period of time during which the Stockholders are
     prohibited from engaging in certain activities pursuant to the terms of
     this Section 10.3 shall be extended by the length of time during which any
     of the Stockholders are in breach of the terms of this Section 10.3.

             10.3.4 The provisions of this Section 10.3 are not intended to
    preclude any Stockholder from being an officer or director of ISM, or an
    officer, director or shareholder of Buyer or any affiliate of Buyer.


                                   ARTICLE XI
                                INDEMNIFICATION

         11.1  Agreement by the Stockholders to Indemnify.  The Stockholders
jointly and severally shall indemnify and hold Buyer and ISM harmless in respect
of the aggregate of all Indemnifiable Damages (as herein defined).

             11.1.1  "Indemnifiable Damages" means, without duplication, the
    aggregate of all expenses, losses, costs, deficiencies, liabilities and
    damages (including related counsel and paralegal fees and expenses) incurred
    or suffered by Buyer or ISM, on a pre-tax basis, to the extent (i) resulting
    from any breach of a representation or warranty of ISM or the Stockholders
    in or pursuant to Article IV or elsewhere herein; (ii) resulting from any
    breach of the covenants or agreements of ISM or the Stockholders in this
    Agreement; or (iii) resulting from any inaccuracy in any certificate
    delivered pursuant to Sections 8.1 or 8.3.

                                      -26-
<PAGE>
 
             11.1.2  Without limiting the generality of the foregoing, with
    respect to the measurement of Indemnifiable Damages, Buyer shall have the
    right to be put in the same financial position as it would have been in had
    each of the representations and warranties of ISM and the Stockholders been
    true and correct and had each of the covenants of ISM and the Stockholders
    been performed in full.

         11.2  Agreement by Buyer to Indemnify.  Buyer shall indemnify and hold
harmless the Stockholders in respect of all Losses (as defined below) of the
Stockholders.  For this purpose, "Losses" of the Stockholders means, without
duplication, the aggregate of all expenses, losses, costs, deficiencies,
liabilities and damages (including related counsel and paralegal fees and
expenses) incurred or suffered by the Stockholders, (i) resulting from any
breach of a representation or warranty of Buyer contained in Article V or
elsewhere herein;  (ii) resulting from any default in the performance of any of
the covenants or agreements of Buyer in this Agreement; or (iii) resulting from
any inaccuracy in any certificate delivered pursuant to Section 9.1.

         11.3  Survival.  Notwithstanding any investigation at any time made by
any party hereto, all representations and warranties contained in this Agreement
shall be deemed continuing representations and warranties and shall survive the
Closing for a period ending on the earlier to occur of: (a) the expiration of
the applicable statute of limitations, or (b) June 30, 2000.  Notwithstanding
the foregoing, and notwithstanding any investigation at any time made by any
party hereto, the representations and warranties contained in Sections 4.3, 4.6
and 4.8.1 shall survive the Closing indefinitely.

         11.4  Limitations on Indemnification.  Neither the Buyer nor the
Stockholders shall be entitled to indemnification hereunder (a) except for
amounts which are in the aggregate greater than $25,000, and then only with
respect to such excess, or (b) in excess of the sum of the Cash Payment, the
Interim Earn-out Payment and the Final Earn-out Payment; provided, however, that
the foregoing limitations shall not apply to any claim for indemnification for
any liability of the claimant to any third party.


                                  ARTICLE XII
                                 MISCELLANEOUS

         12.1  Transaction Expenses; Brokers' Fees.  The Stockholders shall pay
all of the legal, accounting and other transaction expenses (including brokers'
fees) incurred by the Stockholders or ISM in connection with the transactions
contemplated hereby.  The Stockholders shall indemnify and hold harmless Buyer
and ISM from any such expenses and from the commission, fee or claim of any
person, firm or corporation employed or retained or claiming to be employed or
retained by ISM or the Stockholders to bring about, or to represent any of them
in, the transactions contemplated hereby.

                                      -27-
<PAGE>
 
         12.2  Amendment and Modification.  The parties hereto may amend, modify
or supplement this Agreement in such manner as may be agreed upon by them in
writing.

         12.3  Termination.

             12.3.1  Anything to the contrary herein notwithstanding, this
    Agreement may be terminated and the transaction contemplated hereby may be
    abandoned:

                   (a)  by the mutual written consent of Buyer and ISM at any
         time prior to the Closing Date;

                   (b)  by Buyer at any time prior to the Closing Date if there
         shall be a pending or threatened action or proceeding by or before any
         court or other governmental body which shall seek to restrain, prohibit
         or invalidate the sale of the Shares to Buyer or any other transaction
         contemplated hereby, or which might affect the right of Buyer to own,
         operate in their entirety or control the Shares and the properties and
         assets of ISM, or to conduct the business of ISM and which, in the
         reasonable judgment of Buyer, makes it inadvisable to proceed with the
         transaction contemplated by this Agreement; or

                   (c)  by Buyer in the event of the material breach by ISM or
         the Stockholders of any provision of this Agreement, or by ISM in the
         event of the material breach by Buyer of any provision of this
         Agreement, which breach in either case is not remedied by the breaching
         party within 30 days after receipt of notice thereof from the
         terminating party.

                    (d)  by Buyer, if the IPO is not consummated; and

                   (e)  by ISM or Buyer if the Closing has not occurred by
         December 31, 1996.


    If this Agreement is terminated pursuant to clause (a), (b), (d) or (e) of
    this paragraph 12.3.1, no party shall have any liability for any costs,
    expenses, loss of anticipated profit or any further obligation for breach of
    warranty or otherwise to any other party to this Agreement.  Any termination
    of this Agreement pursuant to clause (c) of this paragraph 12.3.1 shall be
    without prejudice to any other rights or remedies of the respective parties.

             12.3.2  The risk of any loss to the Assets and all liability with
    respect to injury and damage occurring in connection therewith shall be the
    sole responsibility of ISM and the Stockholders until the completion of the
    Closing.  If any material part of the Assets shall be damaged by fire or
    other casualty prior to the completion of the Closing hereunder, ISM  shall
    so notify Buyer and Buyer shall have the right and option:

                                      -28-
<PAGE>
 
                   (a)  to terminate this Agreement, without liability to any
         party hereto; or

                   (b)  to proceed with the Closing hereunder, in which event
         such casualty shall not constitute a breach by ISM or the Stockholders
         of any representation, warranty or covenant in this Agreement, and
         Buyer shall be entitled to receive and retain the insurance proceeds
         arising from such casualty.

         12.4  Additional Representations.  Each party hereto expressly
represents and warrants to all other parties hereto that (a) before executing
this Agreement, said party has fully informed itself or himself of the terms,
contents, conditions and effects of this Agreement; (b) said party has relied
solely and completely upon its or his own judgment in executing this Agreement;
(c) said party has had the opportunity to seek and has obtained the advice of
counsel before executing this Agreement; (d) said party has acted voluntarily
and of its or his own free will in executing this Agreement; and (e) said party
is not acting under duress, whether economic or physical, in executing this
Agreement.

         12.5  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

         12.6  Entire Agreement.  This Agreement, including the exhibits and
schedules, contains the entire agreement of the parties hereto with respect to
the purchase of the Shares and the other transactions contemplated herein, and
supersedes all prior understandings and agreements (oral or written) of the
parties with respect to the subject matter hereof.  The parties expressly
represent and warrant that in entering into this Agreement they are not relying
on any prior representations made by any other party concerning the terms,
conditions or effects of this Agreement which terms, conditions or effects are
not expressly set forth herein.  Any reference herein to this Agreement shall be
deemed to include the schedules and exhibits.

         12.7  Interpretation.  When a reference is made in this Agreement to an
article, section, paragraph, clause, schedule or exhibit, such reference shall
be to an article, section, paragraph, clause, schedule or exhibit of this
Agreement unless otherwise indicated.  The headings contained herein and on the
schedules are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement or the schedules.  References to
pronouns shall be deemed to include the masculine, feminine and neuter versions
thereof.  Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation."  Time shall be of the essence in this Agreement.

         12.8  Execution in Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

                                      -29-
<PAGE>
 
         12.9  Notices.  Any notice, consent, approval, request, acknowledgment,
other communication or information to be given or made hereunder to any of the
parties by any other party shall be in writing and (a) delivered personally, (b)
sent by express delivery service, (c) sent by certified mail, postage prepaid,
or (d) sent by facsimile as follows:

If to ISM or the Stockholders, addressed to:

             Mr. John F. Hensler
             The Hawthorne Group
             500 Greentree Commons
             381 Mansfield Avenue
             Pittsburgh, PA 15220
             Telecopy: (412) 928-7715

    with a copy to:

             Mr. Henry Posner, Jr.
             The Hawthorne Group
             500 Greentree Commons
             381 Mansfield Avenue
             Pittsburgh, PA 15220
             Telecopy: (412) 928-7715

If to Buyer, addressed to:

             Mr. Richard W. Talarico
             SeaVision, Inc.
             300 Greentree Commons
             381 Mansfield Avenue
             Pittsburgh, PA 15220
             Telecopy: (412) 928-7715
 

    with a copy to:

             Mr. Brian K. Blair
             SeaVision, Inc.
             One Pinewood Centre
             13320 State Route 7, North
             Lisbon, OH 43920
             Telecopy: (330) 385-6176

Any party may change the address to which notices hereunder are to be sent to it
by giving written notice of such change of address in the manner herein provided
for giving notice.  Any

                                      -30-
<PAGE>
 
notice delivered personally shall be deemed to have been given on the date it is
so delivered, any notice delivered by express delivery service or certified mail
shall be deemed to have been given on the date it is received, and any notice
sent by facsimile shall be deemed to have been given on the date it was sent (so
long as the sender receives confirmation of transmission and a hard copy of such
notice is sent by U.S. mail).

         12.10  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
applicable to contracts made and to be performed therein.

         12.11  Confidentiality; Publicity.  Without the prior written consent
of Buyer, neither ISM nor any of the Stockholders will, prior to the Closing
Date, disclose the existence of or any term or condition of this Agreement to
any person or entity.  No press release or other public announcement related to
this Agreement or the transactions contemplated hereby will be issued by any
party hereto without the prior approval of both Buyer and ISM, except that Buyer
is specifically authorized to disclose and discuss this Agreement and the
transactions contemplated hereby in a registration statement to be filed with
the United States Securities and Exchange Commission in connection with the
Initial Public Offering.  Buyer or ISM may make such public disclosure which it
believes in good faith to be required by law or by the terms of any listing
agreement with a securities exchange (in which case Buyer will consult with ISM
prior to making such disclosure, and ISM will consult with Buyer prior to making
such disclosure).

         12.12  Severability.  If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party.  Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the greatest extent possible.

         12.13  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior consent of Buyer and ISM.

         12.14  No Third-Party Beneficiaries.  This Agreement shall inure to the
benefit of, be binding upon and be enforceable by and against, the parties
hereto and their respective successors, heirs, personal representatives and
permitted assigns, and nothing herein expressed or implied shall be construed to
give any other person any legal or equitable rights hereunder.

                                      -31-
<PAGE>
 
         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the day and year first above written.

                              INTERNATIONAL SPORTS MARKETING, INC.



                              By: _________________________________________

                              Name: _______________________________________

                              Title: ______________________________________


                              _____________________________________________
                              Henry Posner, Jr.


                              _____________________________________________
                              Thomas D. Wright

                              _____________________________________________
                              Michael J. Fetchko


                              _____________________________________________
                              James C. Roddey


                              _____________________________________________
                              Richard W. Talarico


                              _____________________________________________
                              John F. Hensler



                              ALLIN COMMUNICATIONS CORPORATION



                              By: _________________________________________

                              Name: _______________________________________

                              Title: ______________________________________

                                      -32-
<PAGE>
 
          Pursuant to Regulation S-K, Item 601(b)(2), the following is a list
briefly identifying the contents of omitted schedules to this exhibit:

          (a) 4.1 - Organization, Power and Authority/Foreign Qualifications; 
(b) 4.2 - Consents; (c) 4.3 - Capital Structure/Shareholders/Title to Shares; 
(d) 4.5 - Liabilities; (e) 4.7.1 - Owned Properties; (f) 4.7.2 - Leasehold 
Premises; (g) 4.7.3 - Liens; (h) 4.10 - Licenses and Permits; (i) 4.11.2 - 
Customers and Suppliers; (j) 4.12 - Insurance/Loans/Personal Property 
Leases/Other Agreements/Employees/Directors/Bank Information/Powers of Attorney;
(k) 4.18.6 - Environmental Audits, Assessments and Occupational Health Studies; 
(l) 4.20.1 - Employment Agreements and Employee Benefits; (m) 4.20.7 - Severance
Benefits; (n) 4.23 - Intellectual Property; (o) 4.24 - Principal Place of 
Business/Chief Executive Offices; and (p) 4.25 - Names.

          Registrant agrees to furnish supplementally a copy of these schedules 
to the Securities Exchange Commission upon request.





                                     -33-



