ASSET PURCHASE AGREEMENT

1.0

INTERPRETATION

1.1

Definitions . In this Agreement, unless something in the subject matter or context is inconsistent therewith:

(a)

" Accounts Receivable " has the meaning set out in Section 3.1(s).

(b)

" Agreement " means this agreement and all Schedules hereto and all amendments made hereto and thereto by written agreement between the Vendor and the Purchaser.

(c)

" Assets " means the assets referred to or described in Section 2.1 other than any Excluded Assets described in Section 2.2.

(d)

" Assumed Liabilities " has the meaning set out in Section 2.6.

(e)

" Business " means the business of developing, selling and supporting all of the Software products of the Vendor, including without limitation any products that are in the development stage or currently being supported by the Vendor. The Business includes all versions and modules of the Software.

(f)

" Business Day " means a day other than a Saturday, Sunday or statutory holiday in Michigan or Indiana.

(g)

" Claims " means all losses, damages, expenses, liabilities, claims and demands of whatever nature or kind including, without limitation, all reasonable legal fees and costs.

(h)

" Closing Date " means the date of this Agreement.

(i)

" Contracts " means any contract, lease (whether for personal property, real property or both), agreement, entitlement, commitment or license by which the Business is bound or pursuant to which the Vendor has any rights with respect to the Assets including, without limitation, all licenses, support and maintenance contracts applicable to the Software as outlined on Schedule C.

(j)

" Excluded Liabilities " has the meaning set out in Section 2.7.

(k)

" Intellectual Property " has the meaning set out in Section 2.1(a).

(l)

" Interim Date " means May 1, 2005 (six months prior to closing date).

(m)

" knowledge " means, with respect to Vendor, the actual knowledge of James Longest, Thomas Longest or Scott Stephens.

(n)

" Lien " means any security interest, mortgage, encumbrance, option, lien or charge of any kind created or suffered by Vendor.

(o)

" Net Tangible Assets(Liabilities) " are defined as the value of Tangible Assets less the value of Tangible Liabilities as of the close of business on the Closing Date and are set out in Schedule A.

(p)

" Note " has the meaning set out in Section 2.4.

(q)

" Purchase Price " has the meaning set out in Section 2.3.

(r)

" Retained Contracts " has the meaning set out in Section 2.8(a)

(s)

" Schedules " means those schedules listed in Section 1.5.

(t)

" Software " means all software and computer programs owned by or licensed to Vendor and used in connection with providing property tax, CAMA and GIS systems to governmental units, including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts related to the Business, and all other material related to the said computer programs, all as they exist at the Time of Closing, whether or not under development or as currently being marketed by the Vendor specifically with respect to the Business.

(u)

" Tangible Assets " means tangible assets of Vendor, including without limitation all equipment and other fixed assets, amounts prepaid or deposited with any third parties and accounts receivable other than the Bracken Foster receivable (which relates to the Bio Sentinel investment of Vendor).

(v)

" Tangible Liabilities " means tangible liabilities of Vendor, including without limitation all deferred maintenance and costs to complete accruals.

(w)

" Time of Closing " means 1:00 p.m. E.S.T. on the Closing Date.

1.2

Extended Meanings . In this Agreement words importing any gender include all genders, words importing the singular number include the plural and vice versa, and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

1.3

Accounting Principles . Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will relate to the generally accepted accounting principles from time to time approved by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken in accordance with generally accepted accounting principles.

1.4

Currency . All references to currency herein are to lawful money of the United States.

1.5

Schedules . The following are the Schedules attached hereto and incorporated by reference and deemed to be part hereof:

Schedule A - Net Tangible Assets(Liabilities);
Schedule B - Software and Intellectual Property;
Schedule C - Customer Listing and Contracts;

Schedule D - Hired Employees and Employment Agreement; and
Schedule E - Promissory Note

2.0

SALE AND PURCHASE

2.1

Purchase and Sale of Software and Intellectual Property and Other Assets

(a)

Upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer in perpetuity to the Purchaser free and clear of all Liens, and Purchaser will purchase from the Vendor, as of and with effect from the Time of Closing, all of Vendor's right, title and interest in and to the following assets (the " Intellectual Property "), other than the Excluded Assets (as defined below):

(i)

All Software and all intellectual property rights in and to the Software, including without limitation the Software listed on Schedule B; provided that, Purchaser will not purchase the intellectual property rights in and to the Software related to Bio Sentinel;

(ii)

All intellectual property listed on Schedule B;

(iii)

All other intellectual property of the Vendor relating primarily to the Business existing as of the Time of Closing and used or currently being developed for use by the Vendor primarily in connection with the Business, whether registered or unregistered, including without limitation:

a)

Copyrights . All copyrights in the Software owned by the Vendor and used primarily in connection with the Business, including without limitation, all copyrights in and to the Software and all applications and registrations of such copyrights;

b)

Trademarks . All trade-marks, trade-names, service marks, brand names, logos or the like owned by the Vendor and used primarily in connection with the Business, including, without limitation, those listed on Schedule B, whether used in association with wares or services, and all associated goodwill and all applications, registrations, renewals, modifications and extensions of such trade-marks; provided, however, that Vendor shall have up to sixty (60) days after the Closing Date to change its name to a name not involving the word "Plexis";

c)

Patents . All patents, patent applications and other patent rights, if any, of the Vendor that are used primarily in connection with the Business, including, without limitation,

those listed on Schedule B, including without limitation divisional and continuation patents;

d)

Name . All of the Vendor's rights in the names associated with the products listed on Schedule B;

e)

Technology . All technology created, developed or acquired by the Vendor in connection with the Software that is used primarily in connection with the Business whether or not patented or patentable and whether or not fixed in any medium whatsoever, including without limitation, all inventions, know how, techniques, processes, procedures, methods, trade secrets, research and technical data, records, formulae, designs, sketches, patterns, specifications, schematics, blue prints, flow charts or sheets, equipment and parts lists and descriptions, samples, reports, studies, findings, algorithms, instructions, guides, manuals, and plans for new or revised products and/or services; and

f)

Licenses . All licenses, sub-licenses and franchises related to the Vendor and the Business in which the Vendor and the Business is a licensee or a licensor of intellectual property of a nature described in paragraphs (a)-(e) above; and

iv)

For greater certainty, all of the Vendor's rights to develop, modify, market, sell, distribute, license and install the current and any future releases of the Software and Intellectual Property as outlined in Schedule B.

(b)

In addition to the assets set forth in Section 2.1(a), upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer to the Purchaser, free and clear of all Liens, and the Purchaser will purchase from the Vendor, as of and with effect from the Time of Closing, all of Vendor's right, title and interest in and to the other assets of the Business (other than the Excluded Assets), including but not limited to the following:

(i)

Net Tangible Assets(Liabilities) . The Tangible Assets included in Net Tangible Assets(Liabilities), the details and specifics of which are included in Schedule A;

(ii)

Contracts . The right, title and interest of the Vendor to and under all Contracts and all other agreements, engagements, commitments and other rights of or pertaining to the Business or to customers of the Vendor, whether written or oral, including without limitation

those Contracts, agreements, engagements, commitments and rights detailed in Schedule C;

(iii)

Warranty Rights . The full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and the like and all security therefor received by the Vendor on the purchase or other acquisition of any part of the Assets purchased under this Agreement;

(iv)

Records . Photocopies of all books, records or files relating to the Business including, without limitation all financial, production, personnel (where allowed under Michigan State law), sales and customer records, exclusive of vendor's tax returns; and

(c)

Vendor hereby acknowledges that the Purchase Price payable by Purchaser to Vendor in accordance with the provisions of this Article 2 represents the full and final payment due to Vendor from Purchaser in respect of the purchase of the Assets. From and after the Time of Closing the Vendor hereby:

(i)

surrenders all its right, title and interest in and to the Assets;

(ii)

waives all moral rights in the Software and Intellectual Property; and

(iii)

releases the Purchaser from any and all claims which the Vendor now or in the future may have with respect to the Assets.

2.2

Excluded Assets . Vendor shall not sell, transfer or assign, and Purchaser shall not purchase, the following assets (the " Excluded Assets "):

(a)

Vendor's property rights with respect to any software related to Bio Sentinel;

(b)

Vendor's accounts receivable from Bracken Foster;

(c)

Cash; and

(d)

The charter, minute book, any qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, entity ownership records and tax returns of Vendor and other similar books and records originals of which Vendor is required to maintain under applicable law and copies of records that are reasonably required by Vendor or any of its affiliates to permit the preparation of financial statements, tax returns or other filings or reports to be made after the closing or to otherwise comply with any applicable law.

2.3

Purchase Price and Allocation Thereof . The purchase price payable by the Purchaser to the Vendor for the Assets (such amount being hereinafter referred to as the " Purchase Price ") will be $1.0 million. Vendor and Purchase shall cooperate to determine an appropriate allocation of the Purchase Price for tax purposes consistent with the principle that all of the Purchase Price other than amounts clearly allocable to accounts receivable will be allocated to the value of assets eligible for capital gains treatment.

2.4

Payment of Purchase Price . A certified check, bank draft or wire transfer in the amount of $600,000 shall be payable to the order of the Vendor at the Time of Closing and shall be applied against the Purchase Price. Purchaser shall deliver a promissory note (the " Note ") for the remaining purchase price of $400,000 in the form of Schedule E. The Note will provide for payment of principal in $200,000 instalments on November 1, 2006 and 2007. Simple interest provided in the Note will accrue at a floating rate equal to 2% over the rate quoted and announced from time to time by National City Bank as its "prime rate" and shall be paid quarterly in arrears on each February 1, May 1, August 1 and November 1 until the entire principal balance is paid, beginning February 1, 2006. The Purchaser shall have the option in the Note to prepay unpaid principal and accrued interest with no related penalty. Amounts due to Vendor under the Note will not be subject to any setoff by Purchaser with respect to any obligation or alleged obligation of Vendor under this Agreement or otherwise.

2.5

Determination of Amounts; Elections . The Vendor and the Purchaser covenant and agree with each other that the Purchase Price shall be allocated among the Assets in accordance with the provisions of Section 2.3. The Vendor and the Purchaser agree to cooperate in the filing of such elections under the Internal Revenue Code and similar tax statutes in the United States or any other jurisdiction as may be necessary or mutually desirable to give effect to such allocation for tax purposes. The Vendor and the Purchaser agree to prepare and file their respective tax returns in a manner consistent with the aforesaid allocations and elections.

2.6

Assumption of Obligations and Liabilities . Except as otherwise expressly provided herein, the Purchaser will assume, fulfill and perform only those executory obligations and liabilities of the Vendor that arise under the Contracts and other commitments specifically described in Schedule C (or pursuant to which Vendor has possession of any leased assets conveyed to Purchaser by Vendor and shown on Schedule A) and that arise or are to be performed after the Time of Closing (the " Assumed Liabilities ").

2.7

Obligations and Liabilities Not Assumed .

(a)

Except for the Assumed Liabilities, Purchaser will not assume or become liable for any obligations, commitments, or liabilities of Vendor whether known or unknown, absolute, fixed, or contingent, whether or not disclosed to Purchaser in this Agreement, the Schedules, or otherwise,

whether or not imposed upon Purchaser as a successor under applicable law, and whether or not related to the Assets (the obligations and liabilities not expressly assumed by Purchaser hereunder will be retained by Vendor or an affiliate of Vendor, as applicable, and are referred to in this Agreement as the " Excluded Liabilities "). For greater certainty and without limiting the foregoing, the Purchaser will not assume any obligation or liabilities of the Vendor (i) to the IRS or any taxing authority, withholding taxes, claims for overtime, insurance, income taxes, earned but unpaid vacation, pre-closing accounts payable or other accrued expenses, (ii) associated with the Asset Purchase Agreement dated May 7, 2003 by and between Vendor and Resource Information Associates, Inc. or (iii) with respect to the Lease dated January 3, 2000 between Shareholder and Vendor (except for the obligation to reimburse and indemnify Vendor undertaken in Section 7.1).

(b)

Purchaser will not be hiring all employees of Vendor. Those employees who will be hired by Purchaser are outlined in Schedule D. Vendor will continue to be responsible for and will discharge all obligations and liabilities for wages, severance or termination of employment including without limitation vacation pay, accrued to the Closing Date in respect of all employees of the Business. With respect to those employees listed in Schedule D hereof, the Purchaser assumes and will discharge all such obligations and liabilities accruing after the Closing Date. Upon request by Purchaser, Vendor shall release those employees listed in Schedule D hereof from any noncompete obligation they have to Vendor which would prevent them from being employed by Purchaser.

2.8

Restrictions on Assignment and Retained Contracts .

(a)

Nothing contained in this Agreement shall be construed as an assignment or an attempt to assign:

(i)

any permit to be assigned to Purchaser hereunder which, as a matter of law, is not assignable without the approval of the granting body unless such approval shall have been given;

(ii)

any Contract to be assigned to Purchaser hereunder which, as a matter of law, is not assignable without the consent of the other party or parties thereto unless such consent shall have been given (a " Retained Contract "); or

(iii)

any claim or demand thereunder or under any right of action or chose in action as to which all the remedies for the enforcement thereof enjoyed by the Vendor, would not, as a matter of law, pass to Purchaser as an incident of the transfers to be made under this Agreement.

(b)

With respect to any Retained Contract, Vendor shall cooperate with Purchaser to cause such Retained Contracts to be cancelled by Vendor or performed indirectly or directly by Purchaser on behalf of Vendor or take such other action with respect to such Retained Contracts as Purchaser shall reasonably request.

2.9

Substitution and Subrogation . To the extent not otherwise prohibited the conveyance of the Assets to Purchaser, its successors and permitted assigns, hereunder is with full rights of substitution and subrogation of Purchaser, its successors and permitted assigns, in and to all covenants and warranties by others heretofore given or made in respect of the Assets or any part thereof.

3.0

REPRESENTATIONS AND WARRANTIES

3.1

Vendor's Representations and Warranties . Vendor represents and warrants to the Purchaser that:

(a)

Existence . Vendor is duly organized and existing under the laws of its jurisdiction of organization.

(b)

Authority . The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Assets to the Purchaser, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement have been duly and validly authorized and approved by all necessary legal action on the part of the Vendor.

(c)

Binding Agreement . This Agreement and all other agreements, documents and instruments to be executed by the Vendor constitute a valid and legally binding obligation of the Vendor.

(d)

No Options . There is no contract, option or any other right of another binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets other than pursuant to the provisions of this Agreement.

(e)

No Conflict . Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of:

(i)

any of the provisions of the Vendor's articles of organization or operating agreement;

(ii)

subject to obtaining any required consent or approval, any agreement or other instrument to which the Vendor is a party or by which the Vendor is bound, or

(iii)

any applicable law, rule or regulation.

(f)

Interim Period . Since May 1, 2005, the Business has been carried on in its usual and ordinary course and the Vendor has not entered into any transaction (including without limitation any transfer or sale of assets) out of the usual and ordinary course of the Business - such transactions being defined as transactions involving amounts in excess of $100,000 individually or in the aggregate.

(g)

Intellectual Property . Schedule B sets forth a full, complete and true list of the Intellectual Property. The Vendor is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens), the Intellectual Property, and has sole and exclusive rights (and is not contractually obligated to pay any compensation to any third party in respect thereof) to the use thereof. To the Vendor's knowledge, there is no and has not been any unauthorized use, infringement or misappropriation of any of the Intellectual Property by any person, current or former employee or other third party.

(h)

Software .

(i)

To the knowledge of the Vendor, the Software was written and otherwise created only by persons who at the time they wrote and created the Software, were either employees of the Vendor or of a company that the Vendor later acquired, or they were contractors who assigned their intellectual property rights in the Software to the Vendor or any company acquired by the Vendor pursuant to written agreements;

(ii)

Except as detailed in Schedule B, the Software neither contains nor embodies nor uses nor requires any third party software, including without limitation development tools and utilities, and the Software, together with any third party programs, contains all materials necessary for the continued maintenance and development of the Software in the manner the Vendor conducted the Business through the Time of Closing;

(iii)

Copies of any and all license, distribution and maintenance agreements for the third party programs identified on Schedule C have been provided by the Vendor to the Purchaser, except in respect of third party programs that are shrinkwrapped software and that were purchased off-the-shelf by the Vendor in order to be passed through to the Vendor's customers or to be used by the Vendor;

(iv)

To the knowledge of the Vendor, the source code for the Software has not been delivered or made available to any person and the

Vendor has not agreed to or undertaken to or in any other way promised to provide such source code to any person. The source code is currently stored only in the Vendor's premises. The sale of the Assets of the Vendor resulting from the transactions contemplated by this Agreement will not entitle any customer to obtain a copy of the source code for the Software;

(v)

To the knowledge of Vendor, there are no material problems or defects in the Software including without limitation bugs, logic errors or failures of the Software that prevent the Software from operating as described in their related documentation or specifications, and, except for such disclosed problems or defects, the Software operates in accordance with its documentation and specifications and has no other known problems or defects; and

(vi)

Vendor has made no commitments to enhance or improve the Software, although Vendor has communicated to customers that additional versions of the Software are in development.

(i)

Third Party and Customer Contracts . The Contracts represent in each case the entire agreement of the Vendor and the respective parties to such contracts. To the knowledge of Vendor, all Contracts (including without limitation the related RFP's and proposals) a