
<PAGE>

                                                                    Exhibit 2.2

 
                          AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made and
entered into this 16th day of August, 1996, by and among Kent Consulting Group,
Inc., a California corporation ("Company"), Les Kent, who is the sole
stockholder of Company (the "Stockholder"), Kent Acquisition Corporation, a
California corporation ("Merger Sub"), and Allin Communications Corporation, a
Delaware corporation ("Parent").

                                   RECITALS:

     Company and Merger Sub propose to merge pursuant to this Merger Agreement,
which provides for the statutory merger of Company with and into Merger Sub,
with Merger Sub as the surviving corporation pursuant to the applicable laws of
the State of California.  Merger Sub is a wholly owned subsidiary of Parent.
This Merger Agreement sets forth the representations and warranties made by
Company, the Stockholder, Parent and Merger Sub in connection with the Merger,
sets forth certain covenants and agreements of the parties, provides conditions
to the obligations of the parties and sets forth other provisions relating to
the Merger.

     NOW, THEREFORE, Parent, Merger Sub, Company and the Stockholder,  in
consideration of the agreements, covenants and conditions contained herein,
hereby make the following representations and warranties, give the following
covenants and agree as follows:


                                   ARTICLE I
                                     MERGER

     1.1  Merger.  On the terms and subject to the conditions contained in this
Merger Agreement, on the Closing Date and at the Effective Time (as defined in
Sections 3.1 and 1.2, respectively) Company shall be merged with and into Merger
Sub, which shall change its name to Company and the separate corporate existence
of Company shall thereupon cease.  Said merger is referred to herein as the
"Merger."  Merger Sub shall be the surviving corporation in the Merger and shall
be governed by the California General Corporation Law (the "CCL").  The Merger
shall have the effects specified in the CCL.  From and after the Effective Time,
Merger Sub is sometimes referred to herein as the "Surviving Corporation."

     1.2  Certificate of Merger.  On the Closing Date, the parties hereto shall
cause this Agreement and an Officer's Certificate ("Certificate of Merger")
meeting the requirements of Section 1103 of the CCL, to be properly executed and
filed in accordance with the CCL.  The Merger shall be effective, for corporate
law purposes, at the time and on the date of the filing of the Certificate of
Merger in accordance with the CCL (the "Effective Time").

     1.3  Certificate of Incorporation.  The Certificate of Incorporation of
Merger Sub in effect immediately prior to the Effective Time shall be the
Certificate of Incorporation of the Surviving Corporation, except that the same
shall be amended to change the name of the Surviving Corporation to that of
Company.

     1.4  Bylaws.  The Bylaws of Merger Sub in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving Corporation.

     1.5  Officers.  The officers of Merger Sub immediately prior to the
Effective Time shall be the officers of the Surviving Corporation and will hold
office until their successors are duly elected or appointed and qualify in the
manner provided in the Certificate of Incorporation or
<PAGE>
 
Bylaws of the Surviving Corporation or as otherwise provided by law, or until
their earlier death, resignation or removal.

     1.6  Directors.  The directors of Merger Sub immediately prior to the
Effective Time shall be the directors of the Surviving Corporation and will
serve until their successors are duly elected or appointed and qualify in the
manner provided in the Certificate of Incorporation or Bylaws of the Surviving
Corporation or as otherwise provided by law, or until their earlier death,
resignation or removal.


                                   ARTICLE II
                              MERGER CONSIDERATION

     2.1  Conversion of Shares.  The manner of converting the shares of the
capital stock of Merger Sub and Company upon the Merger shall, by virtue of the
Merger and without any action on the part of the holders thereof, be as follows:

      (a)  The shares of Merger Sub common stock which shall be outstanding
    immediately prior to the Effective Time shall be converted into 100 shares
    of common stock of the Surviving Corporation.

      (b)  Each of the 1,000 shares of common stock of Company, no par value per
    share (the "Shares" or "Company Common Stock"), outstanding immediately
    prior to the Effective Time (the "Converted Shares") shall be converted into
    the right to receive (i) a number of shares of common stock of Parent
    ("Parent Common Stock") equal to Three Million Two Hundred Thousand Dollars
    ($3,200,000) divided by the initial public offering price of the Parent
    Common Stock, (ii) a cash payment of Two Million Dollars ($2,000,000) and
    (c) a promissory note in the original principal amount of Two Million Eight
    Hundred Thousand Dollars ($2,800,000), such original principal amount to be
    subject to adjustment as provided below (the "Promissory Note").  One-half
    of the principal of the Promissory Note (as adjusted) shall be due and
    payable on the fifteenth (15th) day following the Determination Date (as
    defined in Section 2.3) (the "First Payment Date") and the balance of the
    principal of such Promissory Note (as adjusted) shall be due and payable on
    the six-month anniversary of the Determination Date (the "Second Payment
    Date").  Interest shall accrue on the outstanding adjusted principal balance
    of the Promissory Note (as finally determined) at a rate of 7% per annum
    compounded quarterly, and shall be due and payable on the First Payment Date
    and the Second Payment Date.

    The principal amount of the Promissory Note shall be adjusted on the
    Determination Date as follows:

                                     Page 2
<PAGE>
 
<TABLE>
<CAPTION>
 If the Average Operating              The Promissory Note shall be
 Income ("OI") for calendar year       reduced by an amount equal to:
 1997, 1998 and 1999 is:
 -------------------------------       --------------------------------------
<S>                                   <C>
1.  Less than $1,862,000,              1.  $1,862,000 minus average OI
    but greater than
    $1,762,000

2.  Less than or equal to              2.  2 x ($1,862,000 minus  average OI)
    $1,762,000, but greater
    than $1,662,000

3.  Less than or equal to              3.  3 x ($1,862,000 minus  average OI)
    $1,662,000, but greater
    than $1,552,000

4.  Less than or equal to              4.  4 x ($1,862,000 minus average OI)
    $1,552,000, but greater
    than $1,442,000

5.  Less than or equal to              5.  5 x ($1,862,000 minus  average OI)
    $1,442,000 but greater
    than $1,400,000

6.  Less than or equal to              6.  100% (note is cancelled)
    $1,400,000
</TABLE>

  Notwithstanding the foregoing, if, prior to the Determination Date, (a) the
  Company is sold (whether by merger, sale of stock or sale of assets), or (b)
  Shareholder's employment with the Surviving Corporation is terminated without
  cause, the Promissory Note shall not be reduced and shall be paid to
  Shareholder in full at the closing of such sale, or the termination of such
  employment, as the case may be.

     (c)  All of the Converted Shares, by virtue of the Merger and without any
  action on the part of the holders thereof, shall no longer be outstanding and
  shall be cancelled and retired and shall cease to exist, and the holders
  thereof shall thereafter cease to have any rights with respect to the
  Converted Shares except to receive the merger consideration as provided in
  paragraph 2.1(b) above (the "Merger Consideration").

     (d)  Each share of Company Common Stock, if any, held in the treasury of
  Company on the Closing Date shall be cancelled and retired and shall cease to
  exist, and no consideration shall be paid with respect thereto.

     2.2  Operating Income.  For purposes of this Agreement, "Operating Income"
(or "OI") for each calendar year shall mean the consolidated income (loss) of
Surviving Corporation and its subsidiaries, if any, after deduction for all
expenses (not including interest expenses except for interest expenses which are
incurred in connection with an acquisition by Surviving Corporation), charges
and reserves of Surviving Corporation and its subsidiaries for such year
(including without limitation profit sharing, bonus expense and all compensation
paid to Shareholder in his capacity as an employee of Surviving Corporation,
including but not limited to, the base salary or incentive bonus paid to
Shareholder pursuant to any employment agreement between the Surviving
Corporation and Shareholder), but before provision for all Federal, state and
local income taxes for such year, determined in accordance with generally
accepted

                                     Page 3
<PAGE>
 
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
     Parent and its Affiliates (the "Parent Group") and Surviving Corporation
     shall not be treated as an expense or other charge; provided, however, that
     all charges between and among members of the Parent 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 Surviving Corporation is
     the named beneficiary or otherwise entitled to recovery, shall be included
     as income;

         (iv)  any write-off or amortization or depreciation of goodwill or
     other intangible assets arising out of the merger contemplated hereunder
     shall not be treated as an expense, except that the amortization of the
     Marketing Agreement between Surviving Corporation and Vision Network
     Systems shall be treated as an expense;

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

         (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 the Stockholder or as to which the Stockholder has 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.

     2.3  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 Surviving Corporation (the "Accountants") shall prepare a report
     containing an audited consolidated balance sheet of Surviving Corporation
     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 Operating Income, the average of the Operating Income for
     each of calendar years 1997, 1998 and 1999 ("Average Operating Income") and
     all other adjustments required to be made to such audited financial
     statements in order to make the calculation of Average Operating Income and
     the Promissory Note adjustment required under this Article II (the
     "Determination").  A copy of the Determination shall be delivered to the
     Stockholder not later than March 31, 2000.

         (ii)  If the Stockholder does not agree that the Determination
     delivered pursuant to clause (i) above correctly states the adjustment to
     be made to the Promissory Note, the

                                     Page 4
<PAGE>
 
     Stockholder shall promptly (but not later than 60 days after the delivery
     of such Determination) give written notice to Parent of any exceptions
     thereto (in reasonable detail describing the nature of the disagreement
     asserted). If the Stockholder and Parent 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 Stockholder and Parent are unable to reconcile their
     differences in writing within 20 days after written notice of exceptions is
     received by Parent, 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 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
     Stockholder does not give notice of any exception within 60 days after the
     delivery of the Determination or if the Stockholder gives written
     notification of his 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.
     The date on which the notification becomes final and binding on all parties
     shall be referred to herein as the "Determination Date."

         (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
     2.3, performed auditing or other services for Parent (other than as an
     arbitrator in other dispute proceedings) or the Stockholder, or for any
     other reason is unable or unwilling to perform the services required of it
     under this Section, then Parent and the Stockholder 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 2.3 by the Arbitrator.  If Parent and the Stockholder
     fail to select another accounting firm within 15 days after it is
     determined that the Arbitrator will not perform the services required,
     either Parent or the Stockholder 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 2.3 by the Arbitrator.  For purposes of Article
     II 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., Parent or the
     Stockholder, 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.

     2.4  Examination of Books and Records.  The books and records of Company
and Surviving Corporation shall be made available during normal business hours
upon reasonable advance notice at the principal office of Company, to Parent,
the Stockholder and to the Arbitrator (or if applicable, such other accounting
firm selected in accordance with Section 2.3 above.)

     2.5  Covenant of Parent.  Unless Parent pays in full the amount then
outstanding under the Promissory Note, Parent shall not during the period that
the Promissory Note is outstanding, intentionally take any action which it knows
or should have known would have a materially adverse effect on Operating Income
for any calendar year or on Average Operating Income.

                                     Page 5
<PAGE>
 
     2.6  Net Income.  The Stockholder shall be entitled at the Closing to
retain eighty percent (80%) of the Operating Income earned by the Company during
the period from June 1, 1996, through the Closing Date.  If cash on hand at the
Closing is sufficient to pay such amount to Stockholder, such amount shall be
paid to Stockholder out of cash on hand at the Closing.  If cash on hand at the
Closing is not sufficient to pay such amount to Stockholder, then such
insufficiency shall be paid to Stockholder by Parent in cash.

     2.7  Accounts Receivable.  If on the Closing Date, (a) the amount
determined by dividing the aggregate outstanding accounts receivable as of the
Closing Date by gross sales for the month immediately preceding the Closing Date
is greater than (b) the amount determined by dividing the average of the
outstanding accounts receivable during the six-month period preceding the
Closing Date by the average monthly gross sales for the six-month period
preceding the Closing Date, then the cash portion of the Merger Consideration
shall be reduced by an amount equal to the difference between the amount
determined pursuant to 2.7(a) and the amount determined pursuant to 2.7(b).  For
purposes of this Section 2.7, any amounts due and owing by Parent or any
affiliate of Parent to Company, shall be treated as having been paid, whether or
not such amounts have actually been paid.

     2.8  Grant of Stock.  Parent agrees to make available to key employees of
Surviving Corporation, pursuant to and in accordance with Parent's 1996 Stock
Plan, a number of shares of Parent Common Stock equal to $400,000 divided by the
initial public offering price of the Parent Common Stock.  Such shares of Parent
Common Stock shall vest in each such key employee on the third anniversary of
the Closing Date ("Vesting Date"), provided that such Parent Common Stock shall
not vest unless the key employee to whom such Parent Common Stock was granted is
still employed by Surviving Corporation on the Vesting Date.


                                  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 Merger shall take place at the offices of Eckert Seamans Cherin & Mellott,
600 Grant St., 42nd Floor, Pittsburgh, Pennsylvania, at 10:00 a.m., no later
than five (5) business days following of the consummation of the initial public
offering of shares of common stock by Parent, or such other date, time and place
as the parties may agree.  In this Merger 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 COMPANY AND THE STOCKHOLDER

     To induce Merger Sub and Parent to enter into this Merger Agreement and to
consummate the transactions contemplated hereunder, Company and the Stockholder
jointly and severally make the following representations and warranties, which
representations and warranties shall survive the Closing:

                                     Page 6
<PAGE>
 
     4.1  Organization, Power and Authority; Subsidiaries.

         4.1.1  Company.  Company is a corporation duly organized, validly
  existing and in good standing under the laws of the State of California, 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.  Company 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.  Company 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.

         4.1.2  The Stockholder.  The Stockholder owns the number of shares of
  Company Common Stock set forth on Schedule 4.1.2, and all such shares are
  owned free and clear of all claims, liens, mortgages, pledges, security
  interests, assessments, restrictions, encumbrances or charges of any kind
  (collectively, "Liens").

     4.2  Due Authorization; Binding Obligation; No Violations; Consents.
Company has full power, authority and capacity to enter into this Merger
Agreement and carry out its obligations hereunder.  Stockholder has full power,
authority and capacity to enter into this Merger Agreement and to carry out his
obligations hereunder.  The execution, delivery and performance of this Merger
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 Company.  This
Merger Agreement has been duly executed and delivered by Company and the
Stockholder and is a legal, valid and binding obligation of Company and the
Stockholder, enforceable in accordance with its terms.  The execution, delivery
and performance of this Merger Agreement by Company and the Stockholder 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 Company; (ii)
violate or conflict with 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 Company, the
Stockholder or the Converted 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 Company, the Stockholder, or
the Converted Shares; (iv) violate any legally protected right arising in the
operation of the business of Company of any person or entity or give to any
person or entity (including in each case any stockholder) a right or claim
against Parent, the Surviving Corporation or the Converted Shares, (v)  result
in or require the creation or imposition of any Lien upon or with respect to the
Converted Shares or property of Company; 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 (other than the filing of the Certificate of Merger with the Secretary of
State of the State of California).

                                     Page 7
<PAGE>
 
     4.3  Capital Structure; Ownership.  The authorized capital stock of Company
consists solely of 1,500 shares of Company common stock, no par value per share,
of which 1,000 shares are issued and outstanding.  Stockholder is the sole
shareholder of the Company, and holds all of the issued and outstanding capital
stock of the Company.  No options, warrants, convertible debt or other rights to
acquire any equity interest in Company whether upon exchange for or conversion
of other securities or otherwise, are outstanding or will be granted and no
Shares will be issued between the date hereof and the Effective Time.  All of
the outstanding 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 Company.  At the
Effective Time, the Shares shall be free and clear of all Liens.

     4.4  Financial Statements.  Company and the Stockholder previously have
furnished to Parent the following financial statements of Company, including the
notes pertaining thereto (the "Financial Statements"):

         (a)  The audited balance sheets as of December 31, 1993, 1994 (for
     Vision Network Systems) and 1995 (for Company) 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 statements of
     operations, cash flows and changes in stockholders' equity (including the
     notes thereto, if any) for the six months ended June 30, 1996, which are
     unaudited.

The Financial Statements present fairly and are true, correct and complete
statements of the financial position of Company 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 Company to such effect.  The books and records of Company properly
and accurately reflect all transactions, properties, assets and liabilities of
Company.

     4.5  Liabilities.  Company 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 June 30, 1996 and related to
the conduct of business activities of Company in the ordinary course during the
period since that date, none of which are material to the business or financial
condition of the Company.

     4.6  Tax Matters.

         4.6.1  Company 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 Company for the applicable period.  There
  is no tax deficiency proposed or threatened against Company.  There are no tax
  liens upon any property or assets

                                     Page 8
<PAGE>
 
  of Company. Company 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. Company has
  delivered to Parent true and complete copies of all federal and state tax
  returns filed by Company in the past three years.

         4.6.2  All taxes and other assessments and levies which Company 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 Company 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
  Company have been closed by applicable statute 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 Company for any period.

     4.7 Real Estate.

         4.7.1  Company 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  Company 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
  Parent prior to the date hereof.  Schedule 4.7.2 also sets forth a description
  of the nature and amount of all Liens on Company's interests in the Leasehold
  Premises, and to the best knowledge of the Company and the Stockholder, on the
  underlying real property and all improvements to and buildings thereon
  (including any environmental Liens).  The Leases are in full force and effect,
  Company 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 Company,
  there is no breach or anticipated breach of any Lease by any other party to
  such Lease.

         4.7.3  Company 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 Company'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 Company's current and
  reasonably anticipated business activities as conducted thereat.

                                     Page 9
<PAGE>
 
         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 Company'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  Company has not received notice of (i) any condemnation
  proceeding with respect to any portion of the Leasehold Premises or Owned
  Properties or any access thereto, and, to the best knowledge of Company and
  the Stockholder, 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
  Company, and the Stockholder, no such special assessment is contemplated by
  any governmental authority.

     4.8  Good Title to and Condition of the Assets.

         4.8.1  Company has good and marketable title to all of its properties
  and assets (other than the Leasehold Premises and personal property which is
  leased by Company), 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 Company currently
  in use or necessary for its business are in good operating condition, normal
  wear and tear excepted.  For purposes of this Merger Agreement, the term
  "Fixed Assets" means all buildings, machinery, equipment, tools, supplies,
  leasehold improvements, construction in progress, furniture and fixtures of
  Company.

         4.8.3  The inventory of Company (the "Inventory") consists of items of
  a quality and quantity usable and salable in the ordinary course of Company'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 Company is located on the
  Owned Premises or the Leased Premises.

     4.9  Receivables.  The accounts receivable of Company ("Receivables") are
valid and legally binding, represent bona fide transactions and arose in the
ordinary course of business of Company.  The Receivables reflected on the Last
Balance Sheet are collectible in the full amount stated, within forty-five (45)
days of the Closing Date, net of any allowance for doubtful accounts.  For
purposes of this Merger Agreement, the term "Receivables" means all receivables
of Company, 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.  Company possesses all licenses and required
governmental or official approvals, permits or authorizations for the business
and operation of each of Company, the Owned Properties and each of the Leasehold
Premises (collectively, the

                                    Page 10
<PAGE>
 
"Permits"). All Permits are valid and in full force and effect. Company 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 impaired or in any way affected
by the execution and delivery of this Merger 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 Company in the manner in which and to the extent to
which it is currently being conducted.  Company 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 Company which accounted for over 10% of
  the total revenue of Company for the year ended December 31, 1995, will
  terminate its business relationship with Company; or

         4.11.2  any current supplier to Company of items essential to the
  conduct of its business, which items cannot be replaced by Company at
  comparable cost to Company and the loss of which would have an adverse effect
  on the business or operations of Company, will terminate its business
  relationship with Company.  Neither Company 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 Company, or in any person or entity from whom or to
  whom Company leases real or personal property, or in any person with whom
  Company is doing business. Company is not restricted by agreement from
  carrying on its business anywhere in the world.

     4.12  Documents of and Information with Respect to Company.

         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 Company and each of the performance or other surety bonds maintained by
  Company in the conduct of its business; (ii) each loan, credit agreement,
  guarantee, security agreement or similar document or instrument to which
  Company is a party or by which it is bound; (iii) each lease of personal
  property to which Company is a party or by which it is bound; (iv) any other
  agreement, contract or commitment to which Company is a party or by which it
  is bound which involves a future commitment by Company in excess of $5,000;
  (v) the name and current annual salary of each officer or other employee of
  Company and the profit sharing, bonus or any other form of compensation (other
  than salary) paid or payable by Company to or for the benefit of each such
  person for the year ended December 31, 1995, and any employment or other
  agreement of Company with any of their officers or employees; (vi) the names
  of the directors of Company; (vii) the name of each bank in which Company 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 (vii) a list of powers of attorney granted by or
  on behalf of Company.  Company has previously furnished Parent 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 Company under any such instrument or, to the
  knowledge of Company, in any obligation to be performed by any other party to
  such instrument.  All of such instruments to which Company is a party are
  valid, binding and enforceable against Company and in full force and effect in
  accordance with their respective terms.  None of such instruments will

                                    Page 11
<PAGE>
 
  expire or be terminated or be subject to any modification of terms or
  conditions upon consummation of the Merger.

         4.12.2  Company 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 Company 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, Company has not received any notification from any insurer,
  agent or broker denying or disputing any claim made by Company or denying or
  disputing any coverage for any such claim or the amount of any claim.  Company
  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 Company, the Converted Shares, the Assets or the liabilities of
Company or which question the validity or enforceability of this Merger
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 Company is or was a party or which affect the Converted
Shares, the Assets or the liabilities of Company or any of the transactions
contemplated hereby.

     4.14  Records.  Company'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 Stockholder
and the board of directors of Company and all minutes of their respective
meetings are contained in the minute books of Company and are accurate and
complete.  The record books and stock ledgers of Company contain an accurate and
complete record of all issuances, transfers and cancellations of shares of
capital stock of Company.

     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
Company or in the financial condition of Company, 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 condition of any character
whatsoever which could materially adversely affect the Converted Shares or have
a Material Adverse Effect.  "Material Adverse Effect" when used in this Merger
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 the Company.

     4.16  Absence of Certain Acts or Events.  Since the date of the Last
Balance Sheet, Company 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 other
than in the ordinary course of business; (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

                                    Page 12
<PAGE>
 
other than in the ordinary course of business; (vi) incurred any material
obligations or liabilities (including any indebtedness) or entered into any
material transaction, except for this Merger 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.

     4.17  Compliance with Laws.

         4.17.1  Company is in compliance with all laws, regulations and orders
  applicable to it, the Converted Shares or the Assets (including the Internal
  Revenue Code of 1986, as amended (the "Code") and ERISA, as defined in Section
  4.20).  Company 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 Company and the Stockholder, no proceeding with respect to any
  such violation is contemplated.

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

         4.17.3  Company 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 Company for whom compliance with the Immigration Act by
  Company as Employer is required, Company shall have supplied to Parent 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 Company pursuant to the
  Immigration Act.  Company 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 Company by reason of any actual or alleged failure to comply with the
  Immigration Act.

     4.18  Environmental Matters.

         4.18.1  Company 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

                                    Page 13
<PAGE>
 
  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  Company 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.
  Company has not received notice, nor does it have knowledge of any facts which
  could give rise to any notice, that Company 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.  Company has not
  submitted and was not required to submit any notice pursuant to Section 103(c)
  of CERCLA with respect to the Owned Properties or the Leasehold Premises.
  Company has not received any written or oral request for information in
  connection with any federal or state environmental cleanup site.  Company 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  Company 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 Company. There are no violations of environmental law
  committed by Company relating to (i) the Owned Properties or the Leasehold
  Premises or any property or parcel adjacent to any of the foregoing, or (ii)
  Company'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 Company or its agents
  or, to the knowledge of Company, undertaken by governmental agencies relating
  to or affecting Company, or any of the Owned Properties or Leasehold Premises;
  (ii) the results of any groundwater, soil, air or asbestos monitoring
  undertaken by Company or its agents or, to the knowledge of Company,
  undertaken by governmental agencies relating to or affecting Company or any of
  the Owned Properties or Leasehold Premises; (iii) all written communications
  between Company or its respective 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

                                    Page 14
<PAGE>
 
  U.S.C. Sections 651 et seq.) relating to or affecting Company or any of the 
                      -- ---  
  Owned Properties or Leasehold Premises.

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

     4.19  Labor Relations.  Company 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 Company 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 Company or which may interfere
with the continued operation of its business.  Neither Company, nor any agent,
representative or employee of Company 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 Company by or with the
National Labor Relations Board or any representative thereof.  There has been no
strike, walkout or work stoppage involving any of the employees of Company.
Neither Company 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 Company.

     4.20  Employee Benefits.  The only "employee benefit plan", as defined in
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") maintained by the Company is the Kent Consulting Group, Inc. 401(k)
Profit Sharing Plan (the "401(k) Plan"), and the Company does not, and has not
for the five preceding calendar years, sponsored, maintained or contributed to
any other "employee benefit plan".  With respect to the 401(k) Plan, the Company
has complied in all respects with all applicable laws.  The Plan has been
determined by the Internal Revenue Service ("IRS") to be qualified under section
401(a) of the Code and no event has occurred or condition exists which is likely
to adversely affect such determination.  With respect to the Plan, 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.

     4.21  Computer Programs and Software.  All computer programs and software
currently being used in the business of Company (the "Software") are owned by
Company or held under valid license agreements.  Company has not licensed anyone
to use any of the Software nor does Company 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 Company as now operated.

     4.22  Brokers.  Neither the Stockholder nor Company 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 Merger 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
Company, 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").  Company
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

                                    Page 15
<PAGE>
 
its business as presently conducted. No proceedings have been instituted or are
pending or threatened or, to the knowledge of Company and the Stockholder,
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, Company has not licensed anyone to use any
Intellectual Property. Neither Company nor the Stockholder has knowledge of the
infringing use of such proprietary rights by any other person. Neither Company
nor any Stockholder has received a notice of conflict with the asserted rights
of others. The conduct of the business of Company has not infringed any asserted
rights of others.

     4.24  Business Locations.  As of the date hereof, Company does not have any
office or place of business other than as identified on Schedules 4.7.1 and
4.7.2.  Company's principal place of business and its chief executive offices
(as such term is used in subsection 9-401 of the Uniform Commercial Code as
enacted in the State of California as of the date hereof) are indicated on
Schedule 4.24, and all locations where Company'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 Company does
business as of the date hereof are identified on Schedule 4.25.  Except as set
forth on Schedule 4.25, Company 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 Company.  No representation,
statement or information made or furnished by Company or the Stockholder to
Merger Sub or Parent, including those contained in this Agreement and the other
information and statements referred to herein and previously furnished by
Company or the Stockholder 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.  Company 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 Company may have constituted the
offering of a franchise, Company 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 MERGER SUB AND PARENT

     To induce Company and the Stockholder to enter into this Merger Agreement
and to consummate the transactions contemplated hereunder, Merger Sub and Parent
jointly and severally make the following representations and warranties, which
representations and warranties shall survive the Closing:

     5.1  Organization, Power and Authority of Merger Sub and Parent.  Parent is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  Merger Sub is a corporation duly organized,
validly existing and in good standing under the laws of the State of California.
Each of Merger Sub and Parent has all requisite corporate power and authority to
enter into this Merger Agreement and all other agreements,

                                    Page 16
<PAGE>
 
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 Merger 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 Merger Sub and Parent.  This Merger Agreement has been duly
executed and delivered by Merger Sub and Parent and is a valid and binding
obligation of Merger Sub and Parent, enforceable against them in accordance with
its terms.  Neither the execution and delivery of this Merger Agreement nor the
consummation of the transactions contemplated hereby will:  (i) violate any
provision of the certificate of incorporation or bylaws of Merger Sub or Parent;
(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 Merger Sub or Parent;
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 (other than the filing of the Certificate of Merger with the Secretary of
State of the State of California).

     5.3  Reasonable and Adequate Capital.  It is the intention of Parent and
Merger Sub that the Surviving Corporation shall have an amount of capital which
is reasonable in light of the business purposes of the Surviving Corporation,
and adequate to enable Surviving Corporation to achieve its business purposes.


                                   ARTICLE VI
              ADDITIONAL COVENANTS OF COMPANY AND THE STOCKHOLDER

     6.1  Approval of Company.  Company will take all necessary action promptly
and in full compliance with the applicable provisions of the CCL to obtain the
approval and authorization of the Stockholder of the Merger on the terms and
conditions set forth in this Merger Agreement.  The Stockholder agrees to vote
his shares of Company in favor of the Merger.

     6.2  Best Efforts.  Company and the Stockholder 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 Merger Sub
and Parent to proceed with the Merger hereunder.

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

         6.3.1  Company will conduct its business and operations in the ordinary
  course of business consistent with past practices, and Company will use its
  best efforts to (i) preserve its business organization intact; (ii) keep
  available to Company 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.

                                    Page 17
<PAGE>
 
         6.3.2  Company 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 Merger Agreement.

         6.3.3  Company 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, other than in the ordinary course of business;
  (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 $5,000 other than in the ordinary
  course of business; (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 material amendment to any Lease or enter into any new lease of
  real property other than in the ordinary course of business; (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.

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

     6.5  No Other Discussions.  From the date hereof until December 31, 1996
(the "Termination Date"), Company, the Stockholder 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 Company,
(ii) will immediately notify Parent 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.

     6.6  Retention of Company Shares.  The Stockholder 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.

                                    Page 18
<PAGE>
 
                                  ARTICLE VII
                 ADDITIONAL COVENANTS OF MERGER SUB AND PARENT

     7.1  Best Efforts.  Merger Sub and Parent 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 IX to the obligation of Company and the
Stockholder to proceed with the Merger hereunder.


                                  ARTICLE VIII
             CONDITIONS TO THE OBLIGATION OF MERGER SUB AND PARENT

     The obligation of Merger Sub and Parent to proceed with the Merger 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 Company and the Stockholder
contained in this Merger 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.
Company and the Stockholder shall have performed and complied with all of their
respective obligations required by this Merger Agreement to be performed or
complied with at or prior to the Closing Date.  Company and the Stockholder
shall have delivered to Merger Sub and Parent a certificate, dated the Closing
Date and signed by the President of Company and 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.  Parent shall have completed to its reasonable
satisfaction a due diligence review of the business and operations of Company.

     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 Company, (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
Company, and (iii) none of the properties and assets of the Company 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 Merger Sub and Parent a certificate to that effect, dated the
Closing Date and signed on behalf of Company 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 Merger or any other transaction contemplated hereby,
or which might affect the right of the Surviving Corporation to own, operate in
their entirety, or control the Assets, and which, in the reasonable judgment of
Parent, makes it inadvisable to proceed with the transactions contemplated
hereby.

     8.5  Corporate Action.  The directors and stockholder of Company shall have
taken all corporate action necessary to effect the Merger, and Company shall
have furnished Merger Sub

                                    Page 19
<PAGE>
 
and Parent with certified copies of resolutions duly adopted by its directors
and Stockholder, in form and substance satisfactory to counsel for Parent, in
connection with the foregoing.

     8.6  Corporate Certificates.  Company and the Stockholder shall have
delivered to Merger Sub and Parent (a) true, correct and complete copies of the
articles of incorporation and bylaws of Company as in effect immediately prior
to the Merger and (b) a certificate of good standing of Company issued by the
Secretary of State of the State of California and each state in which Company 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 Parent.  The form and substance of such
consents shall be reasonably satisfactory to Parent.

     8.8  Execution and Filing of Certificate of Merger.  Company shall have
executed the Certificate of Merger (and any other documents required to be filed
in connection with the Merger) and the Certificate of Merger shall have been
filed with the Secretary of State of the State of California in accordance with
the CCL.

     8.9  Completion of Initial Public Offering.  The initial public offering of
shares of Parent Common Stock ("IPO") shall have been consummated.

     8.10  Employment Agreement.  Shareholder shall have executed and delivered
an employment agreement in the form attached hereto as Exhibit A ("Employment
Agreement").

     8.11  NetRight Agreement.  Parent and Shareholder shall have entered into a
stock purchase agreement in the form of Exhibit B attached hereto, pursuant to
which Parent shall have purchased all of the stock of NetRight for One Dollar
($1.00) (the "NetRight Agreement").

     8.12  Lockup Agreement.  Shareholder shall have executed the standard
lockup agreement required by Parent's underwriters in connection with the IPO.

     8.13  Letter from Jackie McMullen.  Jackie McMullen shall have executed and
delivered a letter in the form of Exhibit C attached hereto confirming that she
has no interest in any of the capital stock of the Company.

     8.14  Amendment of Leases.  The Company and the applicable lessor or
lessors shall have amended each of the following leases to provide that each
such lease is terminable on 30 days' notice: (a) that certain Commercial Lease
dated March 15, 1995, between Les Kent and Jackie McMullen as lessors, and the
Company as lessee, for Suite 203, 60-98th Avenue, Oakland, California, (b) that
certain Residential Lease commencing January 1, 1995, between Les Kent and
Jackie McMullen as lessor and the Company as lessee, and (c) that certain Lexus
Vehicle Lease commencing May 20, 1996 between Jackie McMullen as Lessor and the
Company as lessee.  In addition, the Commercial Lease referenced in (a) above
shall have been amended to reduce the amount of rent payable thereunder from
$5,000 per month to $4,000 per month.

                                    Page 20
<PAGE>
 
                                   ARTICLE IX
            CONDITIONS TO OBLIGATIONS OF COMPANY AND THE STOCKHOLDER

     The obligations of Company and the Stockholder to proceed with the Merger
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 Merger Sub and Parent
contained in this Merger 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.
Merger Sub and Parent shall have performed and complied in all material respects
with all of their respective obligations required by this Merger Agreement to be
performed or complied with at or prior to the Closing Date.  Each of Merger Sub
and Parent shall have delivered to Company a certificate, dated as of the
Closing Date and signed by one of its senior 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.

     9.2  Execution and Filing of Certificate of Merger.  Merger Sub shall have
executed the Certificate of Merger (and any other documents required to be filed
in connection with the Merger) and the Certificate of Merger shall have been
filed with the Secretary of State of the State of California in accordance with
the CCL.

     9.3  Employment Agreement.  Surviving Corporation shall have executed and
delivered the Employment Agreement.


                                   ARTICLE X
                       CERTAIN ACTIONS AFTER THE CLOSING

     10.1  Execution of Further Documents.  From and after the Closing, upon the
reasonable request of Parent, the former officers of Company and the Stockholder
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 the Surviving Corporation
and protect its right, title and interest in all of the Assets, and as may be
required or otherwise appropriate to carry out the transactions contemplated by
this Merger Agreement.

     10.2  Employment of Company's Employees.

         10.2.1   The Stockholder shall use his best efforts to aid Parent and
  the Surviving Corporation in retaining such of the employees of Company as are
  employed on the Closing Date whom Parent and the Surviving Corporation desire
  to retain after the Closing Date.  Except with the prior written consent of
  the Surviving Corporation, neither the Stockholder nor any affiliate of the
  Stockholder 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 Company on the Closing Date or at any time within 180 days
  prior to the Closing Date (unless such person was either not offered
  employment by the Surviving Corporation or was terminated by the Surviving
  Corporation): (i) to refuse an offer of employment from the Surviving
  Corporation (ii) if such an offer is accepted, to terminate his

                                    Page 21
<PAGE>
 
  or her employment with the Surviving Corporation or (iii) to work, directly or
  indirectly, for any person other than Surviving Corporation. As used in this
  Section 10.2, 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  The Surviving Corporation shall have no obligation to continue
  to employ any of the persons currently employed by Company 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 Company.

     10.3  Restrictive Covenants.

         10.3.1  To assure that Parent will realize the value and goodwill
  inherent in Company, the Stockholder shall not:

         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 Company or any of its Affiliates on the Closing
  Date, or by the Surviving Corporation or any Affiliate of the Surviving
  Corporation 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
  the Surviving Corporation 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 Parent or Surviving
  Corporation 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 Company, 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 Company.

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

         10.3.1.4  solicit (or employ or cause to be employed other than by the
  Surviving Corporation or Parent) employees of Company or any Affiliate or
  subsidiary of Company, directly or indirectly, for the purpose of enticing
  them to leave their employment with Company or Surviving Corporation, or any
  Affiliate or subsidiary of either of the foregoing.

                                    Page 22
<PAGE>
 
         10.3.1.5  request or advise any individual or entity which is a
  supplier or vendor of Company at the Closing Date to withdraw, curtail or
  cancel any such supplier's or vendor's business with Company, Surviving
  Corporation or Parent.

         10.3.2  The Stockholder agrees and acknowledges 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 Parent and the
  Surviving Corporation after the Closing Date.  If, however, any 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 Merger Agreement, the application of such provision in any other
  circumstances or the validity or enforceability of this Merger 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
  Parent and the Surviving Corporation and that money damages will be an
  inadequate remedy.  Accordingly, in addition to such damages as Parent and the
  Surviving Corporation can demonstrate they have sustained by reason of such
  breach or violation, and in addition to any other remedy that Parent or the
  Surviving Corporation may have, Parent and the Surviving Corporation 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 Stockholder is 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 the Stockholder is in
  breach of the terms of this Section 10.3.


                                   ARTICLE XI
                                INDEMNIFICATION

     11.1  Agreement by the Stockholder to Indemnify.  The Stockholder shall
indemnify and hold the Surviving Corporation and Parent harmless in respect of
the aggregate of all Indemnifiable Damages (as herein defined) of the Surviving
Corporation and Parent.

         11.1.1  "Indemnifiable Damages" of the Surviving Corporation or Parent
  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 Surviving Corporation or
  Parent, on a pre-tax basis, to the extent (i) resulting from any breach of a
  representation or warranty of Company or the Stockholder in or pursuant to
  Article IV or elsewhere herein; (ii) resulting from any breach of the
  covenants or agreements of Company or the Stockholder in this Merger
  Agreement; (iii) resulting from any inaccuracy in any certificate delivered
  pursuant to Sections 8.1 or 8.3, or (iv) relating to Vision Network Systems.

         11.1.2  Without limiting the generality of the foregoing, with respect
  to the measurement of Indemnifiable Damages, each of Merger Sub and Parent
  shall have the right to be put in the same financial position as it would have
  been in had each of the

                                    Page 23
<PAGE>
 
  representations and warranties of Company and the Stockholder been true and
  correct and had each of the covenants of Company and the Stockholder been
  performed in full.

         11.1.3  Each of the representations and warranties made by Company or
  the Stockholder in this Merger Agreement or pursuant hereto, shall survive the
  Closing, notwithstanding any investigation at any time made by or on behalf of
  Merger Sub, the Surviving Corporation or Parent.

     11.2  Agreement by Merger Sub and Parent to Indemnify.  Merger Sub and
Parent shall indemnify and hold harmless the Stockholder in respect of all
Losses (as defined below) of the Stockholder.  For this purpose, "Losses" of the
Stockholder 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 Stockholder, (i)
resulting from any breach of a representation or warranty of Merger Sub or
Parent contained in Article V or elsewhere herein;  (ii) resulting from any
default in the performance of any of the covenants or agreements of Merger Sub
or Parent in this Merger Agreement; or (iii) resulting from any inaccuracy in
any certificate delivered pursuant to Section 9.1.


                                  ARTICLE XII
                             SECURITIES LAW MATTERS

    The Stockholder, the Surviving Corporation and Parent agree as follows with
respect to the sale or other disposition of the Parent Common Stock by the
Stockholder after the Closing:

    12.1  Disposition of Shares.  The Stockholder represents and warrants that
the Parent Common Stock is being acquired and will be acquired for his own
account and will not be sold or otherwise disposed of except pursuant to (i) an
exemption or exclusion from the registration requirements under the 1933 Act,
which does not require the filing by Parent with the Securities and Exchange
Commission ("Commission") of any registration statement, offering circular or
other document, in which case the Stockholder shall first supply to Parent an
opinion of counsel (which opinion of counsel shall be satisfactory to Parent)
that such exemption or exclusion is available or (ii) a registration statement
filed by Parent with the Commission under the 1933 Act.

    12.2  Legend.  The certificates for the Parent Common Stock received shall
bear the following legend:

         The Shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, and may not be sold,
         transferred or otherwise disposed of by the holder without an effective
         registration statement being filed under and pursuant to said Act or
         receipt of an opinion of counsel in form and substance satisfactory to
         the issuer that an exemption from registration is available.

and Parent may, unless a registration statement covering such shares is in
effect, place stop transfer orders with its transfer agents with respect to such
certificates.

    12.3  Registration Rights for Parent Common Stock.  Parent has entered into
a Registration Rights Agreement (the "Registration Rights Agreement") with the
holders of its Parent Common Stock, a copy of which has been provided to the
Company and the Stockholder,

                                    Page 24
<PAGE>
 
pursuant to which Parent has agreed, under certain circumstances, to register
under the Securities Act of 1933, as amended, the shares of Parent Common Stock
held by such holders. All capitalized terms used in this Section 12.3 and
otherwise not defined in this Merger Agreement, have the meanings given to such
terms in the Registration Rights Agreement.

    In the event that one or more Qualified Holders request that Registrable
Securities be registered pursuant to Section 2.1(a) or Section 2.1(b) of the
Registration Rights Agreement, Parent will deliver to Stockholder a written
notice of such event (the "Registration Notice").  Stockholder shall have the
right to include its shares of Parent Common Stock in the Registration Statement
by delivering to Parent by the date specified in the Registration Notice (which
shall be no less than 20 days following the delivery of such Registration
Notice) a request to have its shares of Parent Common Stock included in such
Registration Statement and a statement as to the number of shares of Parent
Common Stock requested to be so included.

    Parent and Stockholder agree that by requesting inclusion of Parent Common
Stock in a Registration Statement in accordance with the preceding paragraph,
Stockholder will be bound by the provisions, and entitled to the benefits, of
the Registration Rights Agreement applicable to such Registration Statement as
if Stockholder were a Qualified Holder of Registrable Securities for the
purposes of such Registration Statement; provided, however, that (a) Stockholder
will not be considered to be a Qualified Holder under Section 2.1(c)(i)(B) of
the Registration Rights Agreement or with respect to any actions to be taken
under the Registration Rights Agreement by Majority Holders, and (b)
Stockholder's registration rights shall be non-transferable.


                                  ARTICLE XIII
                                 MISCELLANEOUS

         13.1  Transaction Expenses; Brokers' Fees.  The Stockholder shall pay
all of the legal, accounting and other transaction expenses (including brokers'
fees) incurred by the Stockholder or the Company in connection with the Merger
and the other transactions contemplated hereby.  The Stockholder shall indemnify
and hold harmless Parent and the Surviving Corporation 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 Company or the
Stockholder to bring about, or to represent any of them in, the transactions
contemplated hereby.

         13.2  Amendment and Modification.  The parties hereto may amend, modify
and supplement this Merger Agreement in such manner as may be agreed upon by
them in writing.

         13.3  Termination.

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

             (a)  by the mutual written consent of Company (on behalf of itself
         and the Stockholder) and Parent (on behalf of itself and Merger Sub) at
         any time prior to the Closing Date;

             (b)  by Parent 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

                                    Page 25
<PAGE>
 
         governmental body which shall seek to restrain, prohibit or invalidate
         the Merger or any other transaction contemplated hereby, or which might
         affect the right of the Surviving Corporation to own, operate in their
         entirety or control the properties and assets of the Company or to
         conduct the business of Company and which, in the reasonable judgment
         of Parent, makes it inadvisable to proceed with the transaction
         contemplated by this Merger Agreement;

             (c)  by Parent in the event of the material breach by Company or
         the Stockholder of any provision of this Merger Agreement, or by
         Company in the event of the material breach by Parent or Merger Sub of
         any provision of this Merger 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; or

             (d)  by Parent if the IPO is not consummated by December 31, 1996.

         If this Merger Agreement is terminated pursuant to clause (a), (b) or
         (d) of this paragraph 13.3.1, 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 Merger
         Agreement.  Any termination of this Merger Agreement pursuant to clause
         (c) of this paragraph 13.3.1 shall be without prejudice to any other
         rights or remedies of the respective parties.

             13.3.2  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 Company and Stockholder 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, Company
    shall so notify Parent and Parent shall have the right and option:

             (a)  to terminate this Merger 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 Company or the Stockholder of
         any representation, warranty or covenant in this Merger Agreement, and
         Parent and the Surviving Corporation shall be entitled to receive and
         retain the insurance proceeds arising from such casualty.

         13.4  Representations.  Each party hereto expressly represents and
warrants to all other parties hereto that (a) before executing this Merger
Agreement, said party has fully informed itself or himself of the terms,
contents, conditions and effects of this Merger Agreement; (b) said party has
relied solely and completely upon its or his own judgment in executing this
Merger Agreement; (c) said party has had the opportunity to seek the advice of
counsel before executing this Merger Agreement; (d) said party has acted
voluntarily and of its or his own free will in executing this Merger Agreement;
(e) said party is not acting under duress, whether economic or physical, in
executing this Agreement; and (f) this Merger Agreement is the result of arm's-
length negotiations conducted by and among the parties and their counsel.

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

                                    Page 26
<PAGE>
 
         13.6  Entire Agreement.  This Merger Agreement, including the exhibits
and schedules, contains the entire agreement of the parties hereto with respect
to the Merger 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 Merger Agreement they are not relying on any
prior representations made by any other party concerning the terms, conditions
or effects of this Merger Agreement, which terms, conditions or effects are not
expressly set forth herein.  Any reference herein to this Merger Agreement shall
be deemed to include the schedules and exhibits.

         13.7  Interpretation.  When a reference is made in this Merger
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 Merger 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 Merger 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 Merger Agreement, they shall be deemed to be
followed by the words "without limitation."  Time shall be of the essence in
this Merger Agreement.

         13.8  Execution in Counterparts.  This Merger 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.

         13.9  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 Company or the Stockholder, addressed to:

                    Mr. Les Kent
                    Kent Consulting Group
                    2235 Melvin Road
                    Oakland, CA 94602
                    Telecopy:(510) 635-1601

If to Merger Sub or Parent, addressed to:

                    Allin Communications Corporation
                    300 Greentree Commons
                    381 Mansfield Avenue
                    Pittsburgh, PA  15220
                    Telecopy:  (412) 928-7715
                    Attention: Mr. Richard W. Talarico

                                    Page 27
<PAGE>
 
    with a copy to:

                    Bryan D. Rosenberger, Esq.
                    Eckert Seamans Cherin & Mellott
                    600 Grant Street, 42nd Floor
                    Pittsburgh, PA  15219
                    Telecopy:  (412) 566-6099
 

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 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).

         13.10  Governing Law.  Except for compliance with applicable merger
laws, as specified herein, this Merger 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.

         13.11  Confidentiality; Publicity.  Without the prior written consent
of Parent, neither Company nor the Stockholder will, prior to the Closing Date,
disclose the existence of or any term or condition of this Merger Agreement to
any person or entity.  No press release or other public announcement related to
this Merger Agreement or the transactions contemplated hereby will be issued by
Company, Stockholder or any Affiliates of the foregoing without the prior
written approval of Parent.  No press release or other public announcement
related to this Merger Agreement or the transactions contemplated hereby will be
issued by Parent without the prior approval of Company, except that Parent 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
addition, Parent 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.

         13.12  Severability.  If any term or other provision of this Merger
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Merger 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 Merger 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.

         13.13  Assignment.  Neither this Merger Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties.

                                    Page 28
<PAGE>
 
         13.14  No Third-Party Beneficiaries.  This Merger 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.


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

                              KENT CONSULTING GROUP, INC.


                              By:
                                 --------------------------------------
                              Name:
                                   ------------------------------------
                              Title:
                                    -----------------------------------


                         
                              -----------------------------------------
                              Les Kent


                              KENT ACQUISITION CORPORATION


                              By:
                                 --------------------------------------
                              Name:
                                   ------------------------------------
                              Title:
                                    -----------------------------------


                              ALLIN COMMUNICATIONS CORPORATION


                              By:
                                 --------------------------------------
                              Name:
                                   ------------------------------------
                              Title:
                                    -----------------------------------

                                    Page 29
<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) 4.1.1 - Qualification in Foreign Jurisdictions; (b) 4.12 - 
Shareholder Information; (c) 4.2 - Consents; (d) 4.4 - Financial Statements; (e)
4.5 - Liabilities; (f) 4.7.1 - Owned Properties; (g) 4.7.2 - Leasehold Premises;
(h) 4.10 - Licenses and Permits; (i) Customer Information; (j) 4.12.1 - 
Insurance/Loan Agreements/Leases of Personal Property/Significant 
Agreements/Employees/Directors/Bank Accounts/Powers of Attorney; (k) 4.18.6 - 
Environmental Issues; (l) 4.18.7 - Prior Use of Owned Properties; (m) 4.23 - 
Intellectual Property; and (n) 4.25 - Names.

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





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