Stock Purchase Agreement Dated November 10, 1998

STOCK PURCHASE AGREEMENT


Dated November 10, 1998,
and effective as of November 1, 1998,


by and among


ABR INFORMATION SERVICES, INC.,
a Florida corporation,


BMC CONSULTANTS, INC.,
a Colorado corporation,


JEFFREY J. BERENDS,
D'NELLE L. MACALUSO,
FRANK J. DOBIS,
SCOTT A. HITTNER
CAROL L. CARLSON,
THOMAS W. NIELSEN, JR.,
WALTER L. MALLES, JR. and
GENE R. ETZIG,


as Shareholders,


and


JEFFREY J. BERENDS,
as Shareholders' Agent


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STOCK PURCHASE AGREEMENT
TABLE OF CONTENTS


1. PURCHASE AND SALE OF SHARES..............................................................................1


2. PURCHASE PRICE -PAYMENT..................................................................................1
2.1. Purchase Price..................................................................................1
2.2. Payment of Purchase Price.......................................................................3


3. REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE PRINCIPAL SHAREHOLDER..................................6
3.1. Corporate.......................................................................................6
3.2. Shareholders....................................................................................7
3.3. No Violation....................................................................................8
3.4. Financial Statements............................................................................8
3.5. Tax Matters.....................................................................................9
3.6. Accounts Receivable............................................................................10
3.7. Absence of Certain Changes.....................................................................10
3.8. Absence of Undisclosed Liabilities.............................................................12
3.9. No Litigation..................................................................................12
3.10. Compliance With Laws and Orders................................................................12
3.11. Title to and Condition of Properties...........................................................14
3.12. Insurance......................................................................................16
3.13. Contracts and Commitments......................................................................17
3.14. Labor Matters..................................................................................18
3.15. Employee Benefit Plans.........................................................................19
3.16. Employment Compensation........................................................................23
3.17. Trade Rights...................................................................................23
3.18. Major Customers and Suppliers..................................................................24
3.19. Service Warranty and Liability.................................................................24
3.20. Bank Accounts..................................................................................25
3.21. Affiliates' Relationships to Company...........................................................25
3.22. Assets Necessary to Business...................................................................25
3.23. No Brokers or Finders..........................................................................25
3.24. Year 2000 Compliance...........................................................................25
3.25. Systems Performance............................................................................26
3.26. Software Ownership; Non Infringement...........................................................26
3.27. Disclosure.....................................................................................26


4. REPRESENTATIONS AND WARRANTIES OF BUYER.................................................................27
4.1. Corporate......................................................................................27
4.2. Authority......................................................................................27
4.3. No Brokers or Finders..........................................................................27


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4.4. Disclosure.....................................................................................27
4.5. Investment Intent..............................................................................28


5. COVENANTS...............................................................................................28
5.1. Employment and Noncompetition Agreements.......................................................28
5.2. Noncompetition; Confidentiality................................................................28
5.3. General Releases...............................................................................29
5.4. Section 338(h)(10) Election....................................................................29
5.5. Employees of Company...........................................................................30


6. INDEMNIFICATION.........................................................................................30
6.1. By Principal Shareholder.......................................................................30
6.2. By Buyer.......................................................................................31
6.3. Indemnification of Third-Party Claims..........................................................31
6.4. Payment........................................................................................32
6.5. Indemnification for Environmental Matters......................................................32
6.6. Limitations on Indemnification.................................................................32
6.7. No Waiver......................................................................................34


7. CLOSING.................................................................................................34
7.1. Documents to be Delivered by Company and Shareholders..........................................34
7.2. Documents to be Delivered by Buyer.............................................................35


8. TERMINATION.............................................................................................36


9. RESOLUTION OF DISPUTES..................................................................................36
9.1. Arbitration....................................................................................36
9.2. Arbitrators....................................................................................36
9.3. Procedures; No Appeal..........................................................................37
9.4. Authority......................................................................................37
9.5. Entry of Judgment..............................................................................37
9.6. Confidentiality................................................................................37
9.7. Continued Performance..........................................................................37
9.8. Tolling........................................................................................37


10. MISCELLANEOUS...........................................................................................37
10.1. Disclosure Schedule............................................................................37
10.2. Further Assurance..............................................................................38
10.3. Disclosures and Announcements..................................................................38
10.4. Assignment; Parties in Interest................................................................38
10.5. Law Governing Agreement........................................................................38
10.6. Amendment and Modification.....................................................................38
10.7. Notice.........................................................................................39
10.8. Expenses.......................................................................................40
10.9. Shareholders' Agent; Power of Attorney.........................................................41
10.10. Entire Agreement...............................................................................42


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10.11. Counterparts; Facsimile Signatures..................................42 10.12. Headings............................................................42 10.13. Glossary of Terms...................................................43


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Disclosure Schedule


Schedule 3.1.(c) Foreign Corporation Qualification Schedule 3.1.(e) Directors and Officers of the Company Schedule 3.1.(f) Shareholder List Schedule 3.3 Violation, Conflict, Default Schedule 3.4 Financial Statements Schedule 3.5.(b) Tax Returns (Exceptions to Representations) Schedule 3.5.(c) Tax Audits Schedule 3.5.(e) Tax, Other Schedule 3.6 Accounts Receivable (Aged Schedule) Schedule 3.7 Certain Changes Schedule 3.8 Off-Balance Sheet Liabilities Schedule 3.9 Litigation Matters Schedule 3.10.(a) Non-Compliance with Laws Schedule 3.10.(b) Licenses and Permits Schedule 3.10.(c) Environmental Matters (Exceptions to Representations) Schedule 3.11 Liens Schedule 3.11.(c) Real Property Schedule 3.12 Insurance Schedule 3.13.(b) Personal Property Leases Schedule 3.13.(g) Collective Bargaining Agreements Schedule 3.13.(h) Loan Agreements, etc. Schedule 3.13.(i) Guarantees Schedule 3.13.(l) Material Contracts Schedule 3.14 Labor Matters Schedule 3.15.(a) Employee Plans/Agreements Schedule 3.16 Employment Compensation Schedule 3.17 Trade Rights Schedule 3.18.(a) Major Customers Schedule 3.18.(b) Major Suppliers Schedule 3.18.(c) Sales Representatives Schedule 3.19 Service Warranty, Warranty Expense and Liability Claims Schedule 3.20 Bank Accounts Schedule 3.21.(a) Contracts with Affiliates Schedule 3.21.(c) Obligations of and to Affiliates Schedule 3.24 Year 2000 Noncompliance Schedule 3.26 Software Ownership Exceptions


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STOCK PURCHASE AGREEMENT


STOCK PURCHASE AGREEMENT (this "Agreement"), dated November 10, 1998, and effective as of November 1, 1998, by and among ABR Information Services, Inc., a Florida corporation ("Buyer"), BMC Consultants, Inc., a Colorado corporation ("Company"), Jeffrey J. Berends, D'Nelle L. Macaluso, Frank J. Dobis, Scott A. Hittner, Carol L. Carlson, Thomas W. Nielsen, Jr., Walter L. Malles, Jr. and Gene R. Etzig (individually "Shareholder" and together the "Shareholders"), and Jeffrey J. Berends (the "Shareholders' Agent").


RECITALS


1. Company is engaged in the business of providing retirement plan administration and consulting services to third parties (the "BMC Business"). Shareholders own all of the issued and outstanding shares (the "Shares") of capital stock of Company.


2. Company's facilities consist solely of leased offices at 1st Bank Building, Suite 219, 5105 DTC Parkway, Englewood, Colorado 80111 (the "Facilities").


3. Buyer desires to purchase the Shares from Shareholders and Shareholders desire to sell the Shares to Buyer, upon the terms and conditions herein set forth.


4. Shareholders wish to designate Jeffrey J. Berends their agent and attorney-in-fact, with the authority to act on their behalf in connection with the sale of the Shares to Buyer.


NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows.


1. PURCHASE AND SALE OF SHARES


Subject to the terms and conditions of this Agreement, effective as of the Effective Date (as hereinafter defined) Shareholders shall sell to Buyer and Buyer shall purchase from Shareholders all of the Shares.


2. PURCHASE PRICE - PAYMENT


2.1. Purchase Price.


2.1.(a) Amount. The aggregate purchase price (the "Purchase
Price") payable for the Shares shall be the sum of (a) THREE MILLION
DOLLARS ($3,000,000) and (b) a contingent payment (the "Contingent
Payment") based on the BMC Business' net earnings before income taxes
("Pre-Tax Earnings") for the twelve-month period commencing as of
November 1,


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1998 (the "Contingent Payment Period"). All payments of Purchase Price
are to be made for pro rata distribution among the Shareholders in
accordance with their respective shareholdings in the Company as set
forth in Schedule 3.1(f)hereto (except that (i) an aggregate of Eight
Hundred Eighty Thousand Dollars ($880,000) otherwise allocable and
distributable to Jeffrey J. Berends (the "Principal Shareholder") shall
be subject to the holdback provisions of Sections 2.2(c) and 2.2(d)
below and (ii) Three Hundred Seventy-Five Thousand Dollars ($375,000)
otherwise allocable and distributable to the Principal Shareholder shall
be paid directly to the Company as provided in Section 2.2 (a) below).


2.1.(b) Calculation of Contingent Payment. The Contingent
Payment shall equal (i) THREE HUNDRED THOUSAND DOLLARS ($300,000), in
the event the BMC Business' Pre-Tax Earnings for the Contingent Payment
Period equals or exceeds $600,000, or (ii) EIGHT HUNDRED THOUSAND
DOLLARS ($800,000), in the event the BMC Business' Pre-Tax Earnings for
the Contingent Payment Period equals or exceeds $800,000. No Contingent
Payment shall be due or payable in the event the BMC Business' Pre-Tax
Earnings for the Contingent Payment Period is less than $600,000.


2.1.(c) Calculation of Pre-Tax Earnings. The calculation of the
BMC Business' Pre-Tax Earnings for the Contingent Payment Period shall
include revenue received from retirement plan administration and
consulting services but shall not include revenue received from COBRA
administration services or other services not performed by Company as of
the date hereof but offered by Buyer or any of its subsidiaries or
affiliates. Except as expressly provided herein, the calculation of
Pre-Tax Earnings shall be made in accordance with generally accepted
accounting principles applied on a consistent basis, subject to the
following adjustments:


(i) Any depreciation or amortization adjustments resulting
solely from the transactions contemplated by this Agreement
shall not be included for purposes of calculating Pre-Tax
Earnings for the Contingent Payment Period.


(ii) Notwithstanding Company's actual expenses for the
Contingent Payment Period relating to items and functions (such
as property and casualty insurance, errors and omissions
insurance, health and welfare programs and human resource
functions) that Company and Buyer mutually agree shall be
provided by Buyer or another subsidiary thereof, Company shall
accrue as an expense for purposes of calculating Pre-Tax
Earnings for the Contingent Payment Period the same dollar
amount as it accrued in the twelve months preceding the
Effective Date with respect to such items and functions.


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(iii) The calculation of Pre-Tax Earnings for the
Contingent Payment Period shall not exclude any expense item (or
series of related items) relating to personnel matters or
exceeding $10,000 annually, unless such exclusion has been
preapproved in writing by Buyer. The parties hereby agree that
the calculation of Pre-Tax Earnings shall exclude legal and
accounting fees associated with the transaction contemplated
hereby because the Closing Balance Sheet (as defined in Section
3.4) reflects all such accrued costs or such costs will be paid
by the Principal Shareholder in accordance with the Section 10.8
hereof. Additionally, such costs (other than those paid directly
by the Principal Shareholder), excluding the first $25,000
(which Buyer has agreed to pay), will be included in the minimum
net worth and minimum working capital calculations contemplated
in Section 3.4 hereof.


(iv) Company shall review with Buyer on a monthly basis any
and all expense items Company intends to exclude for purposes of
calculating Pre-Tax Earnings for the Contingent Payment Period.


(v) In the event Buyer (or any subsidiary thereof)
generates new retirement plan administration or consulting
services business for Company during the Contingent Payment
Period, and/or Company generates new COBRA or pension
administration services business (or other new business for
similar administrative services not performed by Company as of
the date hereof), Buyer and Company agree to make a reasonable
allocation of sales and other reasonable costs associated with
obtaining such new business for purposes of calculating
Company's Pre-Tax Earnings for the Contingent Payment Period.


2.1.(d) Conduct of Business During the Contingent Payment
Period. During the Contingent Payment Period, Buyer covenants and agrees
that Buyer will, and if appropriate will cause its Affiliates to, (i)
not move the business location of Company more than 30 miles from the
business premises of the BMC Business as of the date hereof, and (ii)
permit the Principal Shareholder (subject to his employment agreement
with Company) to manage and control the day-to-day affairs of the BMC
Business.


2.2. Payment of Purchase Price. The Purchase Price shall be paid by Buyer as follows:


2.2.(a) Cash to Shareholders' Agent. At the Closing, Buyer shall
deliver to the Shareholders' Agent the sum of One Million Seven Hundred
Forty-Five Thousand Dollars ($1,745,000). Additionally, Buyer shall
deliver to the Company the sum of Three Hundred Seventy-Five Thousand
Dollars ($375,000), which amount shall constitute payment in full of
that certain


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Promissory Note, dated October 29, 1998, of the Principal Shareholder in
favor of the Company in the principal amount of $375,000.


2.2.(b) Contingent Payment. The initial calculation of the
Contingent Payment shall be made by Buyer, which shall deliver its
calculation (setting forth in reasonable detail Buyer's calculation of
the BMC Business' Pre-Tax Earnings and the various elements thereof) on
or before January 31, 2000 to Shareholders' Agent for his review and
comment. If Buyer and Shareholder's Agent are able to agree in writing
upon the amount of the Contingent Payment within fifteen (15) days
following delivery of the initial calculation to Shareholders' Agent,
then Buyer shall pay such amount. Such payment of the Contingent
Payment, if any, shall be made to the Shareholders' Agent within fifteen
(15) days following the date of such written agreement but in no event
earlier than January 1, 2000. In the event Buyer and Shareholders' Agent
cannot agree on the amount of the Contingent Payment by March 1, 2000,
then the determination of the Contingent Payment shall be submitted to
binding arbitration in accordance with Article 9 of this Agreement and
shall be paid on the later of (i) January 2, 2000, or (ii) 5 days after
a determination pursuant to such arbitration procedures.


2.2.(c) Purchase Price Holdback for Securing Minimum Net Worth
and Minimum Working Capital Requirements in the Closing Balance Sheet.
On the Closing Date, Buyer will transfer the sum of Three Hundred Eighty
Thousand Dollars ($380,000) to a segregated interest-bearing account
with a bank or other financial institution with a combined capital and
surplus in excess of $50,000,000, which amount shall be held by Buyer in
such account for the purpose of securing the representation contained in
Section 3.4 hereof that the Closing Balance Sheet (as defined in Section
3.4) will, upon finalization following receipt of the Recent Balance
Sheet, reflect that the Company had a net worth (i.e., stockholders'
equity) of at least $380,000 and working capital (i.e., current assets
less current liabilities) of at least $130,000 as of October 31, 1998.
If the Closing Balance Sheet, upon finalization, does not reflect that
the Company had a net worth of at least $380,000 or working capital of
at least $130,000 as of October 31, 1998, then Buyer shall deliver to
Principal Shareholder that portion of the funds held in the segregated
account equal to (x) $380,000, less the greater of (y) the amount by
which the net worth as reflected on the Closing Balance Sheet falls
below $380,000, or (z) the amount by which the working capital as
reflected on the Closing Balance Sheet falls below $130,000. If the
Closing Balance Sheet, upon finalization, reflects that the Company had
a net worth of at least $380,000 and working capital of at least
$130,000 as of October 31, 1998, then Buyer shall deliver to Principal
Shareholder the entire $380,000 held in the segregated account. Buyer
shall deliver the requisite amount to the Principal Shareholder promptly
after receipt of the Recent Balance Sheet and finalization of the
Closing Balance Sheet.


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2.2.(d) Purchase Price Holdback for Securing the General
Indemnification Obligations of Company and the Principal Shareholder.


(i) On the Closing Date, Buyer will transfer the sum of
Five Hundred Thousand Dollars ($500,000) to a segregated
interest-bearing account with a bank or other financial
institution with a combined capital and surplus in excess of
$50,000,000, which amount shall be held by Buyer in such account
for the purpose of securing the indemnification obligations of
Company and the Principal Shareholder under this Agreement. For
purposes hereof, "Holdback Period" shall mean the period
commencing on the date hereof and ending five (5) months from
the Closing Date, subject to extension as hereinafter provided.


(ii) If, prior to the expiration of the Holdback Period,
Buyer determines to assert a claim for indemnification under
Article 6 of this Agreement, then Buyer shall give the Principal
Shareholder written notice of such claim (for purposes of this
Section 2.2(c), a "Claim Notice"), specifying in reasonable
detail the basis therefor and the amount and calculation
thereof. If the Principal Shareholder does not deliver to Buyer
written notice of an objection to the claim for indemnification
within twenty (20) days after receipt of the Claim Notice
relating thereto, Buyer shall be entitled to withdraw the dollar
amount of its claim (as set forth in the Claim Notice) from the
segregated account. If the Principal Shareholder shall timely
deliver to Buyer such written notice of objection, then Buyer
shall not make a withdrawal from the segregated account with
respect to the claim set forth in the Claim Notice until: (x)
Buyer and Principal Shareholder have executed joint written
instructions referring to such Claim Notice and directing Buyer
to withdraw, for Buyer's own account, funds from the segregated
account; or (y) Buyer has received a copy of a judgment, decree
or order of a court, or copy of an arbitration award,
adjudicating the dispute and determining an amount with respect
to such claim for indemnification; whereupon Buyer shall
withdraw from the segregated account, for Buyer's own account,
such amount as provided therein.


(iii) If Buyer has not delivered a Claim Notice to
Principal Shareholder prior to the expiration of the Holdback
Period, or if any and all Claim Notices delivered to Principal
Shareholder during the Holdback Period have been resolved
pursuant to subsection (ii) above, then Buyer shall deliver to
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