STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into this 30th
day of June, 1995, by and between BROADWAY & SEYMOUR, INC., a Delaware
corporation with its principal offices in Charlotte, North Carolina ("BSI") and
JACK HENRY & ASSOCIATES, INC., a Delaware corporation with its principal offices
in Monett, Missouri ("Purchaser").


                              BACKGROUND STATEMENT

     The Community Financial Institutions business unit of BSI is engaged in the
business of providing software and related services to community banks and owns
certain valuable assets including software and contract rights and the goodwill
associated with its business.  BSI has formed Liberty Software, Inc.
("Subsidiary") as a wholly owned subsidiary and will be transferring to
Subsidiary  a substantial portion of the assets and liabilities of the Community
Financial Institutions business unit of BSI.  Purchaser is also engaged in the
business of providing software and related services to community banks and
wishes to acquire all of the issued and outstanding shares of stock of the
Subsidiary, thereby acquiring a substantial portion of the assets and assuming a
substantial portion of the contracts and liabilities of the Community Financial
Institutions business unit of BSI.


                             STATEMENT OF AGREEMENT

     In consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

     In addition to the terms defined elsewhere in this Agreement, the following
terms shall have the meanings indicated below:

     1.1  The term "Assumed Contracts" means those contracts, leases,
agreements, licenses and other arrangements to which BSI is a party and that are
listed in SCHEDULE 3.6(D).

     1.2  The term "Assumed Liabilities"  has the meaning set forth in SECTION
3.10.

     1.3  The term "CFI Assets" means those assets, rights and properties of BSI
within the scope of the CFI Business that are to be transferred, assigned and
conveyed to Subsidiary in connection with this transaction, as described in more
detail in SECTION 3.6.

     1.4  The term "CFI Business" means the business presently conducted by the
Community Financial Institutions business unit of BSI related to the licensing
of Proprietary Software to community banks, maintenance of that software, the
operation of service bureaus and the sale of related supplies, but excluding the
business related to BancCorp Systems and the business related to the licensing
and maintenance of other software products. 

     1.5  The term "Copyright" means the legal right provided by the Copyright
Act of 1976, as amended, to the expression contained in any work of authorship
fixed in any tangible medium of expression.

     1.6  The term "Documentation" means Proprietary Documentation and Third
Party Documentation.



     (a)  The term "Proprietary Documentation" means those written materials
     created by BSI that explain Proprietary Software or were used by BSI in the
     development of Proprietary Software or represent an interim step in BSI's
     development of Proprietary Software, including, without limitation, logic
     diagrams, flowcharts, procedural diagrams and algorithms, as well as
     manuals, training materials, sales materials, error reports and related
     correspondence and memoranda.

     (b)  The term  "Third Party Documentation" means those written materials
     owned by BSI that explain any Third Party Software or the use thereof.

     1.7  The term "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA shall be construed also to refer to any successor sections.

     1.8  The term "Financial Statements" means the audited balance sheets and
statements of income, retained earnings and cash flows of BSI for the fiscal
year ended December 31, 1994 as they relate to the CFI Business; and the
unaudited balance sheets and statements of income, retained earnings and cash
flows of BSI for the 5 months ended May 31, 1995 as they relate to the CFI
Business.

     1.9  The term "GAAP" means generally accepted accounting principles as
recognized by the American Institute of Certified Public Accountants, as in
effect from time to time, applied and maintained on a consistent basis for BSI
throughout the period indicated and consistent with BSI's prior financial
practices. 

     1.10 The term "Governmental Authority" means any nation, province, state or
other political subdivision thereof, and any government or any natural person or
entity exercising executive, legislative, regulatory or administrative functions
of or pertaining to government.

     1.11 The term "June Balance Sheet" means the unaudited proforma balance
sheet setting forth the assets and liabilities, as of June 30, 1995, of that
portion of the CFI Business to be transferred by BSI to Subsidiary, to be
prepared by BSI subsequent to Closing.

     1.12 The term "Know-how" means ideas, designs, compilations of information,
methods, techniques, procedures and processes, whether or not patentable.

     1.13 The term "May Balance Sheet" means the unaudited proforma balance
sheet setting forth the assets and liabilities, as of May 31, 1995, of that
portion of the CFI Business to be transferred by BSI to Subsidiary, as jointly
developed by the parties, a copy of which is attached hereto as Exhibit 1.13.
 
     1.14 The term "Patent" means any patent granted by the U.S. Patent Office,
or by the comparable agency of any other country, and any rights arising under
any patent application filed with the U.S. Patent Office or the comparable
agency of any other country and any rights which may exist to file any such
application.

     1.15 The term "Permitted Liens" means: (a) liens for current taxes not yet
due and payable, (b) liens arising in the ordinary course of business for sums
not yet due and payable, but not involving any borrowed money or the deferred
purchase price for property or services and (c) liens that are disclosed on
SCHEDULE 1.15.

     1.16 The term "Person" means an individual, partnership, corporation,
trust, joint venture, joint stock company, association, unincorporated
organization, Governmental Authority or other entity.



                                

     1.17 The term "Proprietary Rights" means Copyrights, Know-how, Patents,
Trade Secrets and Trademarks.

     1.18 The term "Related Obligation" means those amounts payable by Purchaser
to BSI under the Master Agreement between Purchaser and BSI dated June 30, 1995.

     1.19 The term "Software" means "Proprietary Software" and "Third Party
Software".

     (a)  The term "Proprietary Software" means those computer software programs
     that are owned by BSI and are to be assigned to Subsidiary prior to the
     Closing (in both object code and source code versions) listed on SCHEDULE
     1.19(A) hereto, including every modification and enhancement thereto that
     has been created by BSI, together with any additional modifications and
     enhancements thereto created by BSI in the ordinary course of the CFI
     Business between the date hereof and the Closing Date.

     (b)  The term "Third Party Software" means those computer software programs
     listed on SCHEDULE 1.19(B) (in object code only or both source code and
     object code, as indicated on SCHEDULE 1.19(B)) that are owned by third
     parties and used or sublicensed by BSI within the scope of the CFI
     Business.

     1.20 The term "Subsidiary Shares" means all of the issued and outstanding
shares of common stock of Subsidiary.

     1.21 The term "Trade Secrets" means business or technical information that
is not generally known to other Persons and that derives actual or potential
commercial value from not being generally known or readily ascertainable to
other Persons. 

     1.22 The term "Trademark" means any symbol used by a Person to identify its
goods or services, whether or not registered, and any right that may exist to
obtain a registered trademark with respect to any such symbol.


                                   ARTICLE II

                            CONTEMPLATED TRANSACTIONS

     2.1  Shares Acquired.  On the terms and subject to the conditions of this
Agreement, on the Closing Date BSI shall sell and deliver to Purchaser, and
Purchaser shall purchase and accept from BSI, the Subsidiary Shares.  At the
Closing, BSI shall deliver to the Purchaser the certificate or certificates
representing the Subsidiary Shares, properly endorsed for transfer to the
Purchaser.
  
     2.2 Consideration.  In consideration of the transfer to it of the
Subsidiary Shares, Purchaser shall pay BSI the amount of Two Million Dollars
($2,000,000)(the "Purchase Price"), by certified check or wire transfer of funds
at the Closing.

     2.3  Closing.  The closing of the sale of the Subsidiary Shares (the
"Closing") shall take place on June 30, 1995 (the "Closing Date"), or such other
date as the parties may establish by mutual agreement as the Closing Date and
shall be effective as of the closing of business on the Closing Date.  The
Closing shall occur at the offices of Robinson, Bradshaw & Hinson, P.A., 1900
Independence Center, 101 North Tryon Street, Charlotte, North Carolina.

     2.4  Adjustment of Purchase Price.

     (a)  Negative Net Worth Adjustment. On or before July 14, 1995, BSI shall
     deliver to Purchaser the June Balance Sheet prepared in a manner consistent
     with the May Balance Sheet.  To the extent that the June Balance Sheet

                                

     reflects a negative net worth for Subsidiary, BSI shall pay to Purchaser
     one-half (1/2) of the amount of such negative net worth (the "Negative Net
     Worth Adjustment"); provided that the amount of such Negative Net Worth
     Adjustment shall in no event exceed Eight Hundred Thousand Dollars
     ($800,000.00); provided further that BSI may elect to retain as its
     obligation that obligation payable to IBM in the amount of Two Hundred
     Seven Thousand Dollars ($207,000) and to receive a credit against the
     Negative Net Worth Adjustment equal thereto; provided further that BSI may
     elect to either offset the Negative Net Worth Adjustment against the next
     payment due to BSI under the Related Obligations or to pay such Negative
     Net Worth Adjustment to Purchaser on or before July 14, 1995.  The June
     Balance Sheet represents BSI's best efforts to identify the assets,
     liabilities and capital of the Subsidiary as of the date of Closing in a
     manner consistent with the May Balance Sheet.  BSI warrants and represents
     that the CFI Business has been conducted in the ordinary course and that
     there have been no material adverse changes in the financial condition of
     the CFI Business between May 31, 1995 and the Closing Date.

     (b)  Accounts Receivable Collection Adjustment.  As of December 31, 1995
     the amount of the accounts receivable shown on the June Balance Sheet (the
     "Opening Receivables") that have been collected shall be determined (the
     "Collected Receivables").  Purchaser covenants that it will use diligence
     in pursuing the collection of all such accounts receivable prior to
     December 31, 1995 in a manner consistent with Purchaser's practices in
     pursuing the collection of its own accounts receivable.  Without
     limitation, Purchaser shall communicate its demands by writing and by
     telephone, follow-up in a timely manner and, to the extent that Purchaser
     decides it is appropriate to do so, withhold software or services from
     customers with delinquent accounts receivable.  Purchaser shall document
     its calls, notices and other collection efforts.  BSI acknowledges that
     Purchaser shall not be required to initiate legal action to pursue
     collections.  Should Purchaser and BSI agree prior to December 31, 1995
     that any particular account receivable will be uncollectible despite
     Purchaser's best efforts, Purchaser may cause Subsidiary to reassign that
     account receivable to BSI and discontinue collection efforts.  Any amount
     received by the Subsidiary from a third party who owes any of the Opening
     Receivables shall be first applied to the Opening Receivables payable by
     that third party unless such payment is expressly identified as being
     related to products or services provided to that third party by the
     Subsidiary subsequent to Closing.  The amount by which the Opening
     Receivables, less any reserves for uncollectible receivables reflected in
     the June Balance Sheet, exceeds Collected Receivables determined as of
     December 31, 1995, shall be paid by BSI to Purchaser on or before January
     2, 1996 or, at BSI's election, offset against the next payment due to BSI
     under the Related Obligations.  On December 31, 1995, and as a condition
     precedent to BSI's obligation to pay such amounts to Purchaser, Purchaser
     shall cause Subsidiary to assign to BSI, through an agreement in form and
     substance reasonably satisfactory to BSI, all of Subsidiary's right, title
     and interest in any portion of the Opening Receivables that remains
     uncollected.  At the time that any account receivable is reassigned to BSI,
     Purchaser shall deliver to BSI a written record of its collection efforts
     with respect to that account receivable.

     (c)  Effect of Adjustments.  Amounts paid by BSI to Purchaser, or credited
by BSI to Purchaser pursuant to this Section 2.4 shall not be considered to be
"Purchasers Damages" under Section 9.2 hereof. 

                                   ARTICLE III

                      REPRESENTATIONS AND WARRANTIES OF BSI

     BSI represents and warrants to Purchaser that, as of the date hereof:



                                
     3.1  Organization and Standing of BSI.  BSI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority and possesses all
governmental franchises, licenses, permits, authorizations and approvals
necessary to enable it to own, lease or otherwise hold its properties and
assets, to carry on its business as presently conducted and to carry out the
transactions contemplated by this Agreement.  BSI is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its business
or the ownership, leasing or holding of its properties makes such qualification
necessary and in which the failure so to qualify would have a material adverse
effect on it or its properties.

     3.2  Organization and Standing of Subsidiary.  Subsidiary is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has, or will have, all requisite corporate power and
authority necessary to enable it to own, lease or otherwise hold its properties
and assets and to carry out the transactions contemplated by this Agreement. 
Subsidiary is, or prior to Closing will be, duly qualified and in good standing
to do business in Delaware.  Subsidiary shall not have conducted any business
prior to Closing.  The Certificate of Incorporation of Subsidiary is in the form
of Exhibit 3.2-A and the By-Laws of Subsidiary are in the form of Exhibit  
3.2-B.  Prior to Closing, Subsidiary shall have filed applications to qualify
to do business as a foreign corporation in North Carolina, Texas and Minnesota. 

     3.3  Authority of BSI.  BSI has all requisite corporate power and authority
to execute and deliver this Agreement and to perform its obligations hereunder. 
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of BSI.  This Agreement has been duly and
validly executed and delivered by an authorized officer of BSI and constitutes
the legal, valid and binding obligation of BSI, enforceable in accordance with
its terms.  

     3.4  Consents and Approvals; No Violation.  There is no requirement
applicable to BSI or to Subsidiary to make any filing with, or to obtain any
permit, authorization, consent or approval of, any Governmental Authority as a
condition to the lawful consummation of the transactions contemplated by this
Agreement.  Except as disclosed in SCHEDULE 3.4, neither the execution, delivery
and performance of this Agreement by BSI, its compliance with the provisions
hereof nor its transfer of a substantial portion of the assets and liabilities
of the CFI Business to Subsidiary will: (a) conflict with any provision of the
Certificate of Incorporation or bylaws of BSI or Subsidiary; (b) result in a
default (or give rise to any right of termination, cancellation or acceleration)
under any Assumed Contract, (c) result in the imposition or creation of any
lien, security interest, charge or encumbrance upon any CFI Asset; (d) require
any authorization, consent, approval or notice under, any of the terms,
conditions or provisions of any material note, bond, mortgage, indenture,
agreement, contract, lease or other instrument or arrangement to which BSI is a
party, except for such of the foregoing as to which requisite waivers or
consents have been obtained; or (e) violate any law, statute, rule, regulation,
order, writ, injunction or decree of any Governmental Authority.

     3.5  Capital Stock of the Subsidiary.  The authorized capital stock of the
Subsidiary consists of 3,000 shares of voting common stock, of which 3,000
shares are issued and outstanding, all of which are owned by BSI.  All
outstanding shares of capital stock of the Subsidiary are duly authorized,
validly issued and fully paid and nonassessable.  Except as set forth above,
there are no shares of capital stock or other equity securities of the
Subsidiary outstanding.  There are no outstanding, and on the Closing Date there
will be no outstanding, warrants, options, agreements, convertible or
exchangeable securities or other commitments pursuant to which the Subsidiary is
or may become obligated to issue, sell, purchase, return or redeem any shares of
capital stock or other securities of the Subsidiary, and there are not any
equity securities of the Subsidiary reserved for issuance for any purpose.

                                

     3.6  CFI Assets.   Except as disclosed in SCHEDULE 3.6, Subsidiary will own
at Closing good and valid title to all of the following assets, rights and
properties (the "CFI Assets"):
 
     (a)  The Proprietary Software and the Proprietary Documentation, including
     all of BSI's Proprietary Rights therein and all of the inventories of
     written or electronic copies of the Proprietary Software and the
     Proprietary Documentation including all media, devices and documentation
     that constitute all copies of the Proprietary Software and the Proprietary
     Documentation;

     (b)  That equipment (including data processing and other computer hardware,
     telecommunications equipment, media and tools), machinery, furniture and
     furnishings listed in SCHEDULE 3.6(B) hereto, all of which is presently
     used by BSI in the CFI Business and all of which is in reasonably good
     condition and repair and is adequate and sufficient in all material
     respects to carry on the CFI Business as now conducted, except as otherwise
     disclosed in SCHEDULE 3.6(B);

     (c)  All of the customer records, customer lists, vendor lists,
     correspondence, product and service literature and materials, design,
     development and maintenance records and files, technical reports and other
     business documents that are presently used by BSI in the CFI Business
     (except that BSI may retain copies of any of the foregoing that relate to
     business that is outside of the scope of the CFI Business and that BSI will
     continue to conduct subsequent to Closing and except that BSI shall have a
     right of access, during Jack Henry's normal business hours and at BSI's
     sole expense, to review and copy those materials to the extent necessary in
     connection with accounting, reporting and the preparation of tax returns);

     (d)  Those contracts, leases, agreements, licenses and other arrangements
     to which BSI is a party and that are listed in SCHEDULE 3.6(D), all of
     which will be assigned by BSI to Subsidiary prior to the Closing (the
     "Assumed Contracts");

     (e)  The accounts receivable that are due and payable under the Assumed
     Contracts, all of which are collectable in the ordinary course of business
     at amounts no less than that reflected on the June Balance Sheet except to
     the extent of any reserve for uncollectible accounts receivable included
     therein;

     (f)  Those Trademarks and Patents listed on SCHEDULE 3.6(F) hereto; 

     (g)  The Know-how that is presently used by BSI in connection with the CFI
     Business (except that BSI shall continue to have the right to use such
     Know-how outside of the scope of the CFI Business and may retain copies of
     any documentation of such Know-how that relates to business that is outside
     of the scope of the CFI Business and that BSI will continue to conduct
     subsequent to Closing);

     (h)  The incidental supplies owned by BSI and physically located in the
     premises used by the CFI Business;

     (i)  BSI's inventory of software and hardware purchased from third parties
     for resale to customers in connection with the CFI Business;

     (j)  BSI's inventory of forms and supplies purchased from third parties for
     resale to customers in connection with that portion of the CFI Business
     referred to as the "Single Source" business;

     (k)  Deferred costs and prepaid commissions within the scope of the CFI
     Business;



                                

     (l)  Those "800" telephone numbers used exclusively in connection with the
     CFI Business; and

     (m)  The goodwill appurtenant to the CFI Business.

At the Closing, Subsidiary shall own all such CFI Assets free and clear of all
mortgages, liens, security interests or encumbrances of any nature whatsoever,
except for Permitted Liens and Assumed Liabilities.  Except as disclosed in
SCHEDULE 3.6, the CFI Assets include all of the material assets presently used
by BSI in the operation of the CFI Business.

     3.7  Leases.  SCHEDULE 3.7 hereto sets forth a list of all leases of real
property and all other leases involving annual payments by the lessee of more
than $1,000 related to the CFI Business (the "Leases").  Complete and correct
copies of all such Leases have been delivered to Purchaser.  Except as disclosed
in SCHEDULE 3.7, each of the Leases is a legal, valid and binding obligation of
BSI and the other party thereto, enforceable in accordance with its terms except
as the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws affecting the enforcement of
creditor's rights generally  and by general principles of equity, and no party
to any Lease has given notice to BSI that BSI is in default thereunder or given
notice of the termination thereof.  Except as disclosed in SCHEDULE 3.7, BSI is
aware of no facts or circumstances that exist and that, with the passage of time
or the giving of notice or both, would constitute a breach of or an event of
default under any of the Leases.  The leasehold interests under the Leases are
subject to no lien or other encumbrance created by BSI or the Subsidiary other
than Permitted Liens.

     3.8  Insurance.  BSI maintains such insurance policies covering the CFI
Business and the CFI Assets as are consistent with prudent business practice. 
Neither BSI nor Subsidiary has received any notice of cancellation with respect
to any such insurance policies or of any unwillingness of an insurer to renew
such policies based on standard premium charges.

     3.9  Bank Accounts, Signing Authority, Powers of Attorney.  Except as set
forth on SCHEDULE 3.9 hereto, Subsidiary has no account or safe deposit box in
any bank and no Person has any power, whether singly or jointly, to sign any
checks on behalf of the Subsidiary, to withdraw any money or other property from
any bank, brokerage or other account of Subsidiary or to act under any power of
attorney granted by Subsidiary at any time for any purpose.  SCHEDULE 3.9  also
sets forth the names of all Persons authorized to borrow money or sign notes on
behalf of Subsidiary.

     3.10 Liabilities.  Subsidiary has no liabilities of any nature whatsoever,
whether accrued or unaccrued, known or unknown, fixed or contingent except: (a)
the obligations arising under the Assumed Contracts including contractual and
warranty liabilities; (b) those liabilities disclosed on SCHEDULE 3.10 hereto;
and (c) any other liabilities incurred by BSI or Subsidiary in connection with
the operation of the CFI Business in the ordinary course of business between the
date of the May Balance Sheet and June 30, 1995 and which do not and cannot
reasonably be anticipated to have a material adverse effect on the CFI Business
or CFI Assets (cumulatively, the "Assumed Liabilities").  Subsidiary is not in
default with respect to any outstanding indebtedness for borrowed money or any
instrument relating thereto and no such indebtedness or any instrument or
agreement relating thereto purports to limit the operation of the CFI Business
by Subsidiary.  Complete and correct copies of all instruments, (including all
amendments, supplements, waivers and consent) relating to any indebtedness for
borrowed money of the Subsidiary have been furnished to Purchaser.

     3.11 Proprietary Rights.

     (a)  Except as set forth in SCHEDULE 3.11(A), BSI owns, and will convey to
     Subsidiary prior to Closing, all Proprietary Rights necessary for the
     operation of the CFI Business as now conducted.

                                

     (b)  Except as set forth in SCHEDULE 3.11(B), neither BSI nor Subsidiary
     has entered into any agreement that limits or restricts its right to use,
     copy, modify, prepare derivatives of, sublicense, distribute and otherwise
     market, severally or together, the Proprietary Software and the Proprietary
     Documentation. Except as set forth in SCHEDULE 3.11(B), there are no
     agreements or arrangements in effect with respect to the marketing,
     distribution, licensing or promotion of the Proprietary Software with any
     current or past employee of BSI or Subsidiary, or with any independent
     sales person, distributor, sublicensee or other remarketer or sales
     organization.  Neither BSI's or Subsidiary's present use, copying,
     modification, preparation of derivatives of, sublicensing, distribution or
     other marketing of the Proprietary Software infringes any intellectual
     property right of any Person. 

     (c)  Except as set forth in SCHEDULE 3.11(C), BSI owns, and will convey to
     Subsidiary prior to Closing, all right, title and interest in and to the
     Copyrights in all Proprietary Software and Proprietary Documentation.  BSI
     has obtained registrations of such Copyrights to the extent listed in
     SCHEDULE 3.11(C).  BSI will assign all such registrations to Subsidiary
     prior to Closing.  Except as set forth in SCHEDULE 3.11(C), each other
     Person who has participated in or contributed to the development of the
     Proprietary Software and the Proprietary Documentation has either: (i) so
     contributed or participated as an employee of BSI within the scope of his
     or her employment obligations, (ii) so contributed or participated as an
     independent contractor pursuant to a valid and binding agreement which
     specifically assigns all Copyrights to BSI, or (iii) otherwise assigned to
     BSI the Copyright in any Proprietary Software and Proprietary
     Documentation.

     (d)  BSI has taken efforts that are reasonable under the circumstances to
     prevent the unauthorized disclosure to other Persons of such portions of
     BSI's Trade Secrets as would enable any such other Person to compete with
     BSI within the scope of the CFI Business as now conducted.

     (e)  BSI does not use any Trademark in connection with the CFI Business in
     any material way, except for those Trademarks listed in SCHEDULE 3.11(E). 
     No such Trademark is registered except as otherwise indicated on SCHEDULE
     3.11(E).  All such Trademarks, and any registration thereof, shall be
     transferred to Subsidiary prior to the Closing. 

     (f)  Any Third Party Software used by BSI within the scope of the CFI
     Business is identified in SCHEDULE 3.11(F).  Except as set forth in
     SCHEDULE 3.11(F), BSI has the legal right to use, sublicense, distribute
     and otherwise market all Third Party Software in the manner that BSI
     presently uses, sublicenses, distributes and otherwise markets such Third
     Party Software in the normal course of the CFI Business.  Except as set
     forth in SCHEDULE 3.11(F), BSI has no obligation to make any payments by
     way of royalty, fee, settlement or otherwise to any Person in connection
     with BSI's present use, sublicensing, distribution or other marketing of
     such Third Party Software.

     (g)  Except as set forth in SCHEDULE 3.11(G), no claim has been asserted
     against BSI within the scope of the CFI Business by any other Person: (i)
     that such Person has any right, title or interest in or to any of BSI's
     Copyrights, Patents or Trade Secrets, (ii) that such Person has the right
     to use any of BSI's Trademarks, (iii) to the effect that any past, present
     or projected act or omission by BSI infringes any rights of such Person to
     any Copyright, Patent, Trade Secret, Know-how or Trademark, or (iv) that
     challenges BSI's right to use any of BSI's Copyrights, Patents, Trade
     Secrets, Know-how or Trademarks.

     3.12 Adequacy of Documentation.  Except as otherwise disclosed in SCHEDULE
3.12, the Documentation includes the source code, system documentation,
statements of principles of operation, and schematics for all Proprietary

                               

Software, as well as any pertinent commentary or explanation that may be
necessary to render such materials understandable and usable by a trained
computer programmer.  Except as otherwise disclosed in SCHEDULE 3.12, the
Documentation also includes any program (including compilers), "workbenches",
tools, and higher level (or "proprietary") language that are reasonably
necessary for the further development, maintenance, and implementation of the
Proprietary Software.

     3.13 Financial Statements. The Financial Statements have been prepared in
accordance with GAAP (except as set forth in the footnotes thereto). To the
extent that the Financial Statements separately identify the CFI Business, they
fairly present, in all material respects, the results of operations and
financial condition of the CFI Business for the periods and as of the dates set
forth.

     3.14 Absence of Changes or Events.  Except as set forth on SCHEDULE 3.14
hereto, or as permitted or contemplated by this Agreement, since December 31,
1994, there has not been: (a) any material change in BSI's assets, liabilities,
sales, income or business within the scope of the CFI Business or in its
relationships with those suppliers, customers or lessors within the scope of the
CFI Business, other than in the ordinary course of business; (b) any acquisition
or disposition by BSI of any material asset or property within the scope of the
CFI Business other than in the ordinary course of business; (c) any damage,
destruction or loss of any property within the scope of the CFI Business,
whether or not covered by insurance, that had a material adverse effect on or to
the CFI Assets or the CFI Business; or (d) any forgiveness or cancellation of
any debt or claim by BSI within the scope of the CFI Business or any waiver by
BSI of any right of material value within the scope of the CFI Business, other
than compromises of accounts receivables in amounts not material and in the
ordinary course of business.

     3.15 Assumed Contracts.   Except as disclosed in SCHEDULE 3.15, each of the
Assumed Contracts is a legal, valid and binding obligation of BSI and the other
party thereto, and will be prior to the Closing a legal, valid and binding
obligation of Subsidiary and the other party thereto enforceable in accordance
with its terms except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
affecting the enforcement of creditor's rights generally  and by general
principles of equity, and no party to any Assumed Contract has given notice to
BSI that BSI is in default thereunder or given notice of the termination
thereof.  Except as disclosed in SCHEDULE 3.15, BSI is aware of no facts or
circumstances that exist and that, with the passage of time or the giving of
notice or both, would constitute a breach of or an event of default under any of
the Assumed Contracts.  

     3.16 Litigation.  Except as disclosed in SCHEDULE 3.16, there are no
lawsuits, actions, claims or legal, administrative or arbitration proceedings or
investigations pending or, to the knowledge of BSI, threatened by or against BSI
or Subsidiary that threatens the validity of this Agreement or any action taken
or to be taken pursuant hereto or that would, if adversely decided, materially
adversely affect the CFI Business or the operations and affairs thereof, or the
CFI Assets or materially impair the right or ability of the Subsidiary to carry
on the CFI Business substantially as now conducted; nor, to the best of BSI's
knowledge, does there exist any basis for any such lawsuit, action, claim or
proceeding.

     3.17 Compliance with Applicable Laws.  Except as set forth in SCHEDULE
3.17, BSI is in compliance with all applicable statutes, laws, ordinances,
rules, orders and regulations of any Governmental Authority in the operation of
the CFI Business, including those related to wages, hours, collective
bargaining, the payment of social security taxes and applicable discrimination
laws, except where noncompliance would not, individually or in the aggregate,
have a material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the CFI Business.  Except as set forth in

                               

SCHEDULE 3.17, BSI has not received any written communication from a
Governmental Authority that alleges that BSI is not in compliance with any
federal, state, local or foreign laws, ordinances, rules or regulations in
connection with its operation of the CFI Business.  SCHEDULE 3.17 hereto sets
forth a complete and correct list of all material licenses, permits and other
authorizations from all Governmental Authorities as are necessary for BSI to
conduct the CFI Business as presently conducted or for BSI to own or use the CFI
Assets as presently used.  

     3.18 Employees;Labor Matters.   SCHEDULE 3.18 lists the names of all the
employees of the CFI Business and, except as otherwise noted thereon, the salary
or wage rate for each such employee and a brief description of the
responsibilities of each such employee.  Except as otherwise disclosed on
SCHEDULE 3.18, BSI has not entered into a written employment agreement with any
such employee.  BSI is not a party to any collective bargaining agreement, and
has not recognized or received a demand for recognition of any collective
bargaining representative with respect thereto; and during the past three years
there have been no material labor strikes, disputes or work stoppages and, to
the best of BSI's knowledge, no such actions are threatened against BSI and no
basis exists therefor.  There are no unfair labor practice claims or charges
pending against BSI.

     3.19 Employee Benefit Plans; ERISA.  SCHEDULE 3.19 identifies each employee
pension, retirement, profit sharing, bonus, incentive, deferred compensation,
hospitalization, medical, dental, vacation, insurance, sick pay, disability,
severance or other plan, fund, program, policy, contract or arrangement
providing employee benefits maintained, promised or contributed to by BSI,
whether created in writing, through an employee manual or similar document or
orally (the "Plans").  BSI has no formal plan or commitment, whether legally
binding or not, to create any additional Plan or modify or change any existing
Plan that would affect any employee or terminate any employee of BSI.  SCHEDULE
3.19 sets forth all liabilities, obligations and commitments of BSI, whether
legally binding or not, to make any contributions to any Plan or payments to any
employee or any other Person with respect to any of the Plans as of the date
hereof.  Except as set forth on SCHEDULE 3.19, (a) all such Plans that are
subject to ERISA comply in all material respects with ERISA, (b) all
contributions to or payments under such Plans that were due and payable by BSI
on or before the date hereof have been made, and (c) none of the Plans subject
to Title IV of ERISA has been terminated, no proceeding to terminate any of such
Plans has been instituted, and there has been no complete or partial withdrawal,
cessation of facility operations or occurrence of any other event that would
result in the imposition of liability on BSI under Title IV of ERISA.

     3.20 Disclosure.  No representation or warranty made by BSI in this
Agreement or in any exhibit, schedule, or certificate delivered or to be
delivered to the Purchaser pursuant hereto or in connection with the
consummation of the transactions contemplated hereby contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact required to be stated herein or necessary to make the statements
therein not misleading.

     3.21 Minute Book.  The minute books of Subsidiary made available to the
Purchaser for inspection accurately record therein all actions taken by its
Board of Directors and Shareholders.


                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to BSI as follows:

     4.1  Organization and Authority.  Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to execute and

                               

deliver this Agreement and to carry out the transactions and perform the
obligations contemplated hereby.  The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of Purchaser. 
This Agreement has been duly and validly executed and delivered by an authorized
officer of Purchaser and constitutes a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms.

     4.2  Consents and Approvals; No Violation.  There is no requirement
applicable to Purchaser to make any filing with, or to obtain any permit,
authorization, consent or approval of, any Governmental Authority as a condition
to the lawful consummation of the transactions contemplated by this Agreement. 
The execution, delivery and performance of this Agreement by Purchaser and
compliance with the provisions hereof will not (a) conflict with any provision
of the Certificate of Incorporation or bylaws of Purchaser, (b) violate any
material law, statute, ordinance, rule or regulation applicable to Purchaser or
(c) result in a breach of or default under any material contract or other
agreement of Purchaser, the effect of which would be materially to impair
Purchaser's ability to perform its obligations under this Agreement.

     4.3  Litigation.  There are no lawsuits, actions, claims or legal,
administrative or arbitration proceedings or investigations pending or, to the
knowledge of Purchaser, threatened by or against or affecting Purchaser, any of
its properties, assets, operations or business that could reasonably be expected
materially to impair Purchaser's ability to perform its obligations under this
Agreement; nor, to the best of Purchaser's knowledge, does there exist any basis
for any such lawsuit, action, claim or proceeding.

     4.4  Investment.  The Subsidiary Shares acquired by the Purchaser pursuant
to this Agreement are being acquired for investment only and not with a view to
any public distribution thereof, and the Purchaser will not offer to sell or
otherwise dispose of the Subsidiary Shares so acquired by it in violation of the
Securities Act of 1933.

     4.5  Disclosure.  No representation or warranty made by Purchaser in this
Agreement or in any exhibit, schedule, or certificate delivered or to be
delivered to BSI pursuant hereto or in connection with the consummation of the
transactions contemplated hereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact required to be
stated herein or necessary to make the statements therein not misleading.


                                    ARTICLE V

                                 COVENANTS OF BSI

     BSI covenants and agrees, that, until the Closing Date:

     5.1  Ordinary Conduct.  It will conduct the CFI Business in the ordinary
course in substantially the same manner as presently conducted and make all
reasonable efforts consistent with past practices to preserve its relationships
with its customers, suppliers and others with whom it deals and to keep
available the services of its officers and employees and that it will not
commence any new business in the Subsidiary.

     5.2  Sale of CFI Assets.  It will not sell, lease or otherwise dispose of,
or agree to sell, lease or otherwise dispose of, any of the CFI Assets other
than in the ordinary course of business consistent with past practices and
except for the transfers to the Subsidiary permitted hereunder.

     5.3  Compliance With Contracts.  It will comply with all of its obligations
under any Assumed Contract, as such obligations become due, to the extent that
the failure to comply therewith would have a material adverse effect on the CFI
Business, and it will not modify or terminate any Assumed Contract.

                               

     5.4  Compliance With Laws.  It will comply with all applicable laws, rules
and regulations of all Governmental Authorities, the violation of which would
have a material adverse effect on the CFI Business.

     5.5  Notification of Disputes.  It will promptly notify Purchaser of any
claim, action, litigation or proceeding that, if adversely determined, would
have a material adverse effect on the CFI Business.

     5.6  Further Information.  It will permit Purchaser to have reasonable
access to its employees, books and records to the extent reasonably required for
Purchaser to conduct its due diligence investigation of the CFI Business and
will promptly furnish to Purchaser, from time to time, such other information
regarding its CFI Business as Purchaser may reasonably request.




                                   ARTICLE VI

                                MUTUAL COVENANTS

     6.1  Consummation of Agreement.  BSI and Purchaser will use their
reasonable efforts to perform or fulfill all conditions and obligations to be
performed or fulfilled by them under this Agreement so that the transactions
contemplated hereby shall be consummated.  Specifically, and without limitation
of the foregoing, each party shall exercise reasonable efforts to obtain all
approvals, consents, waivers and clearances from, and to deliver and make all
notices to and filings with, Governmental Authorities and other Persons that are
required by applicable law or by the terms of any material contract or agreement
to which it is a party in order to consummate the transactions contemplated by
this Agreement.  Purchaser acknowledges that BSI is unlikely to obtain all
required consents to assignment of the Assumed Contracts to Subsidiary prior to
Closing and the parties agree that they will continue to work together in good
faith subsequent to Closing until all such consents are obtained or waived and
that, until all such consents are obtained, they will enter into such additional
subcontracts or similar agreements as may be necessary in order for Subsidiary
to perform all of the obligations and exercise all of the rights under such
Assumed Contracts.  Except for events that are the subject of specific
provisions of this Agreement, if any event should occur, either within or
outside the control of BSI or Purchaser that would materially delay or prevent
fulfillment of the conditions upon the obligations of any party hereto to
consummate the transactions contemplated by this Agreement, the parties will
notify the others of any such event and will use their reasonable, diligent and
good faith efforts to cure or minimize the same as expeditiously as possible.

     6.2  Publicity.  BSI and Purchaser agree that neither party shall issue any
public release or announcement concerning the transactions contemplated hereby
without the prior consent of the other, except such releases or announcements as
may be required by applicable law or the rules of the NASDAQ National Market
System, in which case the releasing party shall permit the other party an
opportunity to review and comment upon such release or announcement.

     6.3  Further Assurances.  Subject to the terms and conditions of this
Agreement, each of the parties hereto will use all reasonable efforts to take,
or cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated hereby.



     6.4  Confidentiality.  

     (a)  Until the Closing, each of Purchaser and BSI: 


                               

          (i)  will hold, and will cause its officers, directors, employees,
               lenders, accountants, representatives, agents, consultants and
               advisors to hold, in strict confidence all information (other
               than such information as may be publicly available) furnished to
               it by the other party in connection with the transactions
               contemplated by this Agreement as well as all information
               concerning the other party hereto contained in any analyses,
               compilations, studies or other documents prepared by or on behalf
               of it (collectively, the "Information"); and 

          (ii) will not, without the prior written consent of the other party
               hereto, except as required by law, release or disclose any
               Information to any other Person, except to its officers,
               directors, employees, lenders, accountants, representatives,
               agents, consultants and advisors who need to know the Information
               in connection with the consummation of the transactions
               contemplated by this Agreement, who are informed by it of the
               confidential nature of the Information and who are instructed to
               comply with the terms and conditions of this SECTION 6.4. 

     (b)  If the transactions contemplated by this Agreement are not
     consummated, the Information, including all analyses, compilations, studies
     or other documents prepared by or on behalf of Purchaser or BSI, as the
     case may be, based on the Information disclosed by the other party, will be
     returned to the other party or destroyed immediately upon such party's
     request therefor.


                                   ARTICLE VII
                               CLOSING CONDITIONS

     7.1  Conditions to Each Party's Obligations to Effect the Transactions
Contemplated Hereby.  The respective obligations of each party to effect the
transactions contemplated hereby shall be subject to the fulfillment of the
following condition:  neither BSI nor Purchaser shall be subject on the Closing
Date to any order, decree or injunction of a court of competent jurisdiction
that enjoins or prohibits the consummation of this Agreement, nor shall there be
pending a suit or proceeding by any Governmental Authority that seeks injunctive
or other relief in connection with the transactions contemplated hereby.

     7.2  Conditions to the Obligations of Purchaser to Effect the Transactions
Contemplated Hereby.  The obligations of Purchaser to effect the transactions
contemplated hereby shall be subject to the following conditions, any one or
more of which may be waived by Purchaser:

     (a)  All representations and warranties of BSI contained in this Agreement
     shall be true and correct in all material respects as of the Closing Date
     as though made as of such date (except as otherwise expressly contemplated
     by this Agreement).  BSI shall have performed and complied in all material
     respects with all covenants and agreements contained in this Agreement
     required to be performed and complied with by it at or prior to the Closing
     Date.  BSI shall have executed and delivered to Purchaser at and as of the
     Closing a certificate, in form and substance satisfactory to Purchaser and
     Purchaser's counsel, certifying that the conditions specified in this
     SECTION 7.2(A) have been satisfied.


     (b)  Purchaser shall have received an opinion from Robinson, Bradshaw &
     Hinson, P.A., counsel to BSI, dated the Closing Date, addressing matters
     customary for a transaction of this nature and in a form reasonably
     acceptable to Purchaser.

     (c)  BSI shall have obtained all approvals, consents, waivers and
     clearances from, and shall have delivered and made all notices to and      
     filings with, Governmental Authorities and other Persons required under
     this Agreement to be obtained or made in order to consummate the
     transactions contemplated hereby, other than consents to assignment of the
     Assumed Contracts to Subsidiary.

     (d)  BSI shall have exerted reasonable good faith efforts to obtain the
     required consents to assignment of all Assumed Contracts to Subsidiary and
     those consents that remain outstanding would not have a material adverse
     effect on the Subsidiary's ability to operate the CFI Business.

     (e)  No litigation or proceeding shall be pending or threatened that will
     prevent or, in the judgment of Purchaser, render inadvisable the
     transactions contemplated by this Agreement.

     (f)  There shall not have been any material damage to or loss or
     destruction of any of the CFI Assets or any properties or assets owned or
     leased by Subsidiary (whether or not covered by insurance) or any material
     adverse change in the condition (financial or otherwise), operations,
     business, prospects or assets of the CFI Business or imposition of any
     laws, rules or regulations which would materially adversely affect the
     condition (financial or otherwise), operations, business, prospects or
     assets of the CFI Business since December 31, 1994, other than changes in
     general economic conditions in the United States.

     (g)  All of the directors and officers of Subsidiary shall have resigned
     their positions with Subsidiary on or prior to the Closing Date (subject to
     reelection to the same or different positions at the discretion of
     Purchaser) and prior thereto shall have executed such appropriate documents
     with respect to the transfer or establishment of bank accounts, signing
     authority, etc., as Purchaser shall have reasonably requested.

     (h)  BSI shall have executed and delivered to the Purchaser a valid
     sublease in the form of EXHIBIT 7.2(I) hereto (the "Sublease"), providing
     for the sublease of a portion of the premises in Charlotte, North Carolina
     currently leased by BSI and used in connection with the CFI Business, which
     premises are more specifically described in the Sublease, and shall have
     obtained and delivered any necessary consents or approvals for the Sublease
     or the parties shall have otherwise provided to their satisfaction for the
     temporary use by Subsidiary of those premises pending such consent.

     7.3  Conditions to the Obligations of BSI to Effect the Transactions
Contemplated Hereby.  The obligations of BSI to effect the transactions
contemplated hereby shall be subject to the following conditions, any one or
more of which may be waived by BSI:

     (a)  All representations and warranties of Purchaser contained in this
     Agreement shall be true and correct in all material respects as of the
     Closing Date as though made as of such date (except as otherwise expressly
     contemplated by this Agreement).  Purchaser shall have performed and
     complied in all material respects with all covenants and agreements
     contained in this Agreement required to be performed and complied with by
     it at or prior to the Closing Date. Purchaser shall have executed and
     delivered to BSI at and as of the Closing a certificate, in form and
     substance satisfactory to BSI and BSI's counsel, certifying that the
     conditions specified in this SECTION 7.3(A) have been satisfied.

     (b)  Purchaser shall have obtained all approvals, consents, waivers and
     clearances from, and shall have delivered and made all notices to and
     filings with, Governmental Authorities and other Persons required under
     this Agreement to be obtained or made in order to consummate the
     transactions contemplated hereby.

     (c)  BSI shall have received an opinion from Shughart, Thomson & Kilroy,
     P.C., counsel to Purchaser, dated the Closing Date, addressing matters     
     customary for transactions of this nature and in a form reasonably
     acceptable to BSI.


                                  ARTICLE VIII
                                   TERMINATION

     8.1  Termination.  The obligations of the parties hereunder may be
terminated and the transactions contemplated hereby abandoned at any time prior
to the Closing Date:

     (a)  by mutual written consent of BSI and Purchaser;

     (b)  by either BSI or Purchaser, if there shall be any law or regulation
     that makes consummation of this Agreement illegal or otherwise prohibited
     or if any judgment, injunction, order or decree permanently enjoining BSI
     or Purchaser from consummating this Agreement is entered and such judgment,
     injunction, order or decree shall become final and non-appealable;

     (c)  by either BSI or Purchaser, if (i) the other party shall fail to
     perform its agreements contained herein required to be performed by it on
     or prior to the Closing Date, or (ii) any representation or warranty of the
     other party shall be found to be untrue or inaccurate as of the date made,
     provided that such failure or inaccuracy is not cured within ten (10) days
     after the noncomplying party has received written notice of the other
     party's intent to terminate this Agreement pursuant hereto; or 

     (d)  by either BSI or Purchaser, if a condition of its obligation to effect
     the transactions contemplated hereby remains unsatisfied as of the Closing
     Date or shall have become incapable of fulfillment and shall not have been
     waived.

     8.2  Procedure and Effect of Termination or Failure to Close.  
     (a)  In the event of a termination contemplated hereby by any party
     pursuant to SECTION 8.1, prompt written notice thereof shall be given to
     the other party, and the transactions contemplated hereby shall be
     abandoned, without further action by the other party hereto.  In such
     event:

     (i)  All filings, applications and other submissions relating to the
          transactions contemplated hereby shall, to the extent practicable, be
          withdrawn from the agency or other Person to which made; and

     (ii) Neither of the parties hereto nor any of their partners, directors,
          officers, shareholders, employees, agents, or affiliates shall have
          any liability or further obligation to the other party or any of its
          partners, directors, officers, shareholders, employees, agents or
          affiliates pursuant to this Agreement, except: (A) as stated in
          SECTIONS 6.4 (relating to confidentiality) and 9.1 (expenses) hereof;
          and (B) BSI and Purchaser shall nevertheless each be entitled to seek
          any remedy to which it may be entitled at law or in equity for the
          material violation or breach by the other party of any agreement,
          covenant, representation or warranty contained in this Agreement.


                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

     9.1  Expenses. Whether or not the transactions contemplated hereby are
consummated, BSI and Purchaser will each pay all costs and expenses incurred by
it in connection with the negotiation, preparation and execution of this
Agreement and the closing of the transactions contemplated hereby.

     9.2  Survival of Representations; Indemnification.  

                               


     (a)  Survival.  All representations, warranties, covenants and agreements
     made by the parties to this Agreement or pursuant hereto shall survive the
     Closing, but all claims made by virtue of such representations, warranties
     and agreements shall be made under, and subject to the limitations set
     forth in, this SECTION 9.2.

     (b)  BSI's Agreement to Indemnify.

     (i)  Indemnification.  Subject to the limitations, conditions, and
          provisions set forth herein, BSI agrees to indemnify, defend and hold
          harmless Purchaser from and against all demands, claims, actions,
          losses, damages, liabilities, costs and expenses asserted against or
          incurred by Purchaser resulting from (A) noncompliance with any bulk
          sale laws applicable to the transactions contemplated by this
          Agreement, except to the extent any such demands, claims, actions,
          losses, damages, liabilities, costs and expenses relate to any of the
          Assumed Liabilities, and (B) a breach of any covenant, agreement,
          representation or warranty of BSI contained in this Agreement
          (collectively, "Purchaser Damages"). Should BSI have any obligation
          hereunder to pay Purchaser Damages to Purchaser, Purchaser may elect
          to offset the amount of such Purchaser Damages against any Related
          Obligations.

     (ii) Limitation of Liability.  BSI shall be obligated to indemnify
          Purchaser only for those Purchaser Damages as to which Purchaser has
          given BSI written notice within 24 months after the Closing Date.  Any
          written notice delivered by Purchaser to BSI shall set forth with
          specificity the basis of the claim for Purchaser Damages and an
          estimate of the amount thereof.  BSI shall have no obligation with
          respect to the first One Hundred Thousand Dollars ($100,000) of
          Purchaser Damages.  BSI's cumulative liability for Purchaser Damages
          shall not exceed Nine Million Dollars ($9,000,000). 

     (iii) Conditions of Indemnification.  The obligations and liabilities of
           BSI under this SECTION 9.2(B) with respect to claims for Purchaser
           Damages resulting from the assertion of liability by third parties
           ("Purchaser Claims") shall be subject to the following terms and
           conditions:

           (A) Within 20 days after receiving notice thereof, Purchaser will
               give BSI notice of any Purchaser Claims asserted against or
               incurred by Purchaser.  BSI may undertake the defense thereof by
               counsel of its own choosing.  Purchaser may, by counsel,
               participate in such proceedings, negotiations or defense at its
               own expense, but BSI shall retain control over such litigation. 
               In all such cases, Purchaser will give reasonable assistance to
               BSI.

           (B) In the event that, within 20 days after notice of any such
               Purchaser Claim, BSI fails to notify Purchaser of its intention
               to defend, Purchaser will (upon further notice to BSI) have the
               right as against BSI to undertake the defense, compromise or
               settlement of such Purchaser Claim.  BSI may elect to participate
               in such proceedings, negotiations or defense at any time at its
               own expense.  Purchaser shall not settle any such Purchaser Claim
               without the consent of BSI, which consent shall not be
               unreasonably withheld.

     (c)   Purchaser's Agreement to Indemnify.

     (i)   Indemnification.  Subject to the limitations, conditions, and
           provisions set forth herein, Purchaser agrees to indemnify, defend
           and hold harmless BSI from and against all demands, claims, actions,
           losses, damages, liabilities, costs and expenses asserted against or
           incurred by BSI resulting from (A) Purchaser's failure to comply with
           all of its obligations and liabilities under the Assumed Contracts,
           and (B) a breach of any covenant, agreement, representation or
           warranty of Purchaser contained in this Agreement (collectively, "BSI
           Damages").

     (ii)  Limitation of Liability.  Purchaser shall be obligated to indemnify
           BSI only for those BSI Damages as to which BSI has given Purchaser
           written notice within 24 months after the Closing Date.  Any written
           notice delivered by BSI to Purchaser shall set forth with specificity
           the basis of the claim for BSI Damages and an estimate of the amount
           thereof.  Purchaser shall have no obligation with respect to the
           first One Hundred Thousand Dollars ($100,000) of BSI Damages. 
           Purchaser's cumulative liability for BSI Damages shall not exceed
           Nine Million Dollars ($9,000,000). 

     (iii) Conditions of Indemnification.  The obligations and liabilities of
           Purchaser under this SECTION 9.2(C) with respect to claims for BSI
           Damages resulting from the assertion of liability by third parties
           ("BSI Claims") shall be subject to the following terms and
           conditions:

           (A) Within 20 days after receiving notice thereof, BSI will give
               Purchaser notice of any BSI Claims asserted against or incurred
               by BSI.  Purchaser may undertake the defense thereof by counsel
               of its own choosing.  BSI may, by counsel, participate in such
               proceedings, negotiations or defense at its own expense, but
               Purchaser shall retain control over such litigation.  In all such
               cases, BSI will give reasonable assistance to Purchaser.

           (B) In the event that, within 20 days after notice of any such BSI
               Claim, Purchaser fails to notify BSI of its intention to defend,
               BSI will (upon further notice to Purchaser) have the right as
               against Purchaser to undertake the defense, compromise or
               settlement of such BSI Claim.  Purchaser may elect to participate
               in such proceedings, negotiations or defense at any time at its
               own expense.  BSI shall not settle any such BSI Claim without the
               consent of Purchaser, which consent shall not be unreasonably
               withheld.

     9.3   Further Assurances.  From time to time after the Closing Date,
without further consideration, BSI and Purchaser will each, at its expense,
execute and deliver, or cause to be executed and delivered, such documents to
the other as the other may reasonably request.

     9.4   Amendment and Modification.  This Agreement may be amended, modified
or supplemented only by written agreement of BSI and Purchaser with respect to
any of the terms, conditions or provisions contained herein.  

     9.5   Waiver of Compliance; Consents.  Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement or condition herein may be waived
by the party entitled to the benefits thereof only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.  Whenever this Agreement requires
or permits consent by or on behalf of any party hereto, such consent shall be
given in writing in a manner consistent with the requirements for a waiver of
compliance as set forth in this Section.

     9.6   Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered by hand or by facsimile
transmission or three days after deposit in the U.S. mail if mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, provided that notices of a change of address
shall be effective only upon receipt thereof):

     If to BSI:          Broadway & Seymour, Inc.
                         128 South Tryon Street
                         Suite 1000
                         Charlotte, North Carolina  28202
                         Attention:  Mr. William W. Neal
                         Fax:  (704) 344-3542

     If to Purchaser:    Jack Henry & Associates, Inc.
                         663 Highway 60
                         Monett, Missouri 65708
                         Attention:  Mr. Mike Henry
                         Fax:  (417) 235-1765

     9.7   Assignment.  This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, and permitted assigns, and shall not confer upon any other Person
except the parties hereto any rights or remedies hereunder.  Neither this
Agreement nor any of the rights, interests or obligations hereunder may be
assigned by either party without the prior written consent of the other.

     9.8   Governing Law; Jurisdiction.  The execution, interpretation and
performance of this Agreement shall be governed by the internal laws and
judicial decisions of the State of North Carolina.

     9.9   Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     9.10  Interpretation.  The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement.  As used herein, the singular shall include the plural and the
plural the singular, and the use of any gender shall be applicable to all
genders.

     9.11  Entire Agreement.  This Agreement, including the Exhibits and
Schedules hereto and the documents delivered pursuant to this Agreement, embody
the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof.  The Exhibits and Schedules hereto are an integral part
of this Agreement and are incorporated by reference herein.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to the transactions contemplated hereby. 

     9.12  Severability.  If any provision of this Agreement is held invalid or
unenforceable for any reason, such invalidity or unenforceability will not
affect the validity of the remaining provisions hereof, which shall continue in
full force and effect.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
under seal as of the date first above written.


                                   BROADWAY & SEYMOUR, INC.


                                   By:  /s/ William W. Neal
                                   Title:  Chairman and Chief Executive Officer

                               

                                   JACK HENRY & ASSOCIATES, INC.


                                   By:  /s/ Michael E. Henry
                                   Title:  Chairman and Chief Executive Officer