AGREEMENT AND PLAN OF MERGER

                                      AMONG

                    CONVERSION SERVICES INTERNATIONAL, INC.,

                             A DELAWARE CORPORATION,

                           MCKNIGHT ASSOCIATES, INC.,

                             A DELAWARE CORPORATION,

                           MCKNIGHT ASSOCIATES, INC.,

                              A TEXAS CORPORATION,

                                       AND

                                WILLIAM MCKNIGHT

                            DATED AS OF JULY 22, 2005





                          AGREEMENT AND PLAN OF MERGER

            AGREEMENT  AND  PLAN OF  MERGER,  dated as of July  22,  2005  (this
"Merger Agreement"),  among Conversion Services International,  Inc., a Delaware
corporation  ("CSI"),  McKnight  Associates,  Inc., a Delaware corporation and a
wholly owned  subsidiary of CSI ("Merger  Sub"),  McKnight  Associates,  Inc., a
Texas corporation ("MAI") and William McKnight (the "Stockholder").

            WHEREAS,  the Boards of  Directors  of CSI,  Merger Sub and MAI have
each approved the merger of MAI with and into Merger Sub (the "Merger") upon the
terms and subject to the  conditions  of this Merger  Agreement,  thus  enabling
Merger Sub to acquire all of the common  stock of MAI in  exchange  for cash and
CSI's common stock, par value $0.001 ("CSI Common Stock");

            WHEREAS,  the  Stockholder  has approved the Merger and the terms of
this Merger Agreement; and

            WHEREAS,  CSI,  Merger Sub, MAI and the  Stockholder  desire to make
certain representations, warranties, covenants and agreements in connection with
the Merger and also to prescribe various conditions to the Merger.

            NOW,   THEREFORE,   in   consideration  of  the  foregoing  and  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties agree as follows:

                                    ARTICLE I
                                   THE MERGER

Section 1.01      The Merger; Effective Time of the Merger.

      Upon the terms and  conditions of this Merger  Agreement and in accordance
with the Delaware  General  Corporation  Law (the "DGCL") and the Texas Business
Corporation  Act  ("TBCA"),  MAI shall be merged with and into Merger Sub at the
Effective  Time (as  hereinafter  defined).  The Merger shall  become  effective
immediately  when the  certificates  of merger (the  "Certificates  of Merger"),
prepared and executed in accordance with the relevant provisions of the DGCL and
TBCA, as  applicable,  is duly filed with the Secretary of State of the State of
Delaware  and the  Secretary  of State of the State of Texas (or other  relevant
secretaries  of state,  as necessary)  or, if agreed to by the parties,  at such
time  thereafter as is provided in the  Certificates  of Merger (the  "Effective
Time").  The  filing  of the  Certificates  of  Merger  shall be made as soon as
practicable after the closing of the Merger (the "Closing").





Section 1.02      Closing.

      The Closing shall take place at on a date and at a time to be specified by
the  parties,  which  shall  be no later  than  the  fifth  business  day  after
satisfaction (or waiver in accordance with this Merger  Agreement) of the latest
to occur of the conditions set forth in Article VI (the "Closing Date"),  at the
offices of CSI, unless another date, time or place is agreed to by the parties.

Section 1.03      Merger Consideration.

      (a)  Subject to  adjustments  set forth in  Sections  1.03(b)  and 1.03(c)
below, the aggregate  consideration to be paid to the Stockholder  shall consist
of cash and CSI common stock with an aggregate value of approximately $2,250,000
(the  "Consideration"),  consisting of: (i) at Closing,  the  Stockholder  shall
receive  cash of  $500,000  and  $1,500,000  of CSI Common  Stock,  based on the
closing  price of the CSI Common  Stock on the national  securities  exchange or
automated  quotation  system  upon  which  shares of CSI  Common  Stock are then
listed; and (ii) within 60 days of the six (6) month anniversary of the Closing,
the Stockholder shall receive additional cash of $250,000, (the "Additional Cash
Sum")  such  additional  payment  being  absolute  and not being  based upon any
performance  requirements or other  conditions of any kind,  except  Stockholder
shall not be entitled to such Additional Cash Sum if he resigns prior to the six
(6) month  anniversary  of the  Closing  Date in the  absence of a breach by CSI
and/or Merger Sub. CSI and Merger Sub  acknowledge and agree that the Additional
Cash Sum simply  represents the remainder of the  Consideration  paid to acquire
MAI.

            (i) As of the  Closing  Date,  Stockholder  will  have the  right to
retain all cash and funds  contained in, and retain  possession of, the MAI bank
account(s),  as such cash balances and bank  account(s) are disclosed on Section
1.03(a)(i) to the MAI Disclosure Letter. These funds shall be in addition to the
cash  provided  as part of the  Consideration,  as set forth in Section  1.03(a)
above;

            (ii) MAI agrees that as of the  Closing  Date,  the working  capital
(current  assets less current  liabilities) of MAI shall equal $150,000 as shown
on the Current Balance Sheet (as defined below).  As of the Closing Date,  minus
the working capital of $150,000, Stockholder will have the right to all accounts
receivable  and invoices for services  provided by MAI through the Closing Date,
as such receivables and invoices are disclosed on Section 1.03(a)(ii) to the MAI
Disclosure Letter. CSI shall pay Stockholder an additional  $172,000 by Tuesday,
July 26, 2005.  Likewise,  any work  performed by MAI after the Closing Date, as
reflected in appropriate  invoices,  shall be for the benefit of CSI, Merger Sub
or an  affiliate,  and  Stockholder  shall  not have any  claim or right to such
funds. If Stockholder is paid directly or otherwise collects funds for such work
performed after the Closing Date, Stockholder will remit such promptly to CSI or
Merger Sub, as appropriate;

            (iii) As of the Closing Date,  CSI and/or Merger Sub agree agrees to
pay  the  liabilities  of  MAI  incurred  through  the  Closing  Date,  as  such
liabilities are disclosed on Section  1.02(a)(iii) to the MAI Disclosure Letter,
IN addition,  CSI or Merger Sub will pay the  liabilities  of MAI incurred after
the Closing Date;

            (iv) CSI and Merger Sub agree that MAI does not own any hard assets,
furniture,  fixtures,  computers or  equipment,  with any such items being owned
personally by Stockholder, thus being excluded from this Agreement.





Section 1.04      Effects of the Merger.

      (a) At the  Effective  Time:  (i) MAI shall be merged with and into Merger
Sub, the separate  existence of MAI shall cease and Merger Sub shall continue as
the surviving  corporation  (Merger Sub and MAI are sometimes referred to herein
as the "Constituent Corporations" and Merger Sub is sometimes referred to herein
as the  "Surviving  Corporation")  and the merger shall have such effects as are
set forth in the DGCL and TBCA; (ii) the Certificate of  Incorporation of Merger
Sub  as in  effect  immediately  prior  to  the  Effective  Time  shall  be  the
Certificate of Incorporation of the Surviving Corporation;  and (iii) the Bylaws
of Merger Sub as in effect  immediately prior to the Effective Time shall be the
Bylaws of the Surviving Corporation.

      (b) The directors and officers of Merger Sub at the Effective  Time shall,
from and  after  the  Effective  Time,  be the  directors  and  officers  of the
Surviving  Corporation  and shall serve until  their  successors  have been duly
elected or appointed and qualified or until their earlier death,  resignation or
removal  in  accordance   with  the  Surviving   Corporation's   Certificate  of
Incorporation and Bylaws.

      (c) For federal income tax purposes,  it is intended that the Merger shall
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code.


                                   ARTICLE II
                    EFFECT OF THE MERGER ON THE CAPITAL STOCK
                        OF THE CONSTITUENT CORPORATIONS;
                        EXCHANGE OF MERGER CONSIDERATION

Section 2.01      Effect on Capital Stock.

      At the  Effective  Time, by virtue of the Merger and without any action on
the part of the holder of any shares of common stock, no par value, of MAI ("MAI
Common Stock"), the Consideration paid or issued in accordance with the terms of
this Merger  Agreement  shall be deemed to have been issued,  or shall have been
reserved  for  issuance,  as  applicable,  in full  satisfaction  of all  rights
pertaining to MAI Common Stock.  At the Effective Time, each share of MAI Common
Stock owned prior to the Effective Time shall no longer be outstanding and shall
automatically  be canceled and retired and shall cease to exist, and each holder
of a  certificate  representing  any such shares  shall cease to have any rights
with  respect  thereto,   except  the  right  to  receive  its  portion  of  the
Consideration.

      If,  subsequent  to the date of this  Merger  Agreement  but  prior to the
Effective  Time, the number of shares of CSI Common Stock issued and outstanding
is changed as a result of a stock split, reverse stock split,  recapitalization,
reclassification  or other similar  transaction,  the CSI Common Stock and other
items dependent thereon shall be appropriately and equitably adjusted herein.





Section 2.02      Exchange of Certificates for Merger Consideration.

      (a) Exchange  Procedures.  Upon surrender of a certificate or certificates
which,  immediately prior to the Effective Time, represented all the outstanding
shares of MAI Common Stock (the  "Certificates")  for  cancellation to CSI or to
such other agent or agents as may be appointed  by CSI,  and any other  required
documents, the holder of record of such Certificate shall be entitled to receive
in exchange therefor the portion of the Consideration  which such holder has the
right  to  receive,  and the  Certificate  so  surrendered  shall  forthwith  be
canceled.  In the event of a transfer of  ownership  of MAI Common Stock that is
not registered in the transfer records of MAI, the appropriate Consideration may
be issued to a transferee if the Certificate  representing such MAI Common Stock
is presented to CSI accompanied by all documents required to evidence and effect
such transfer and by evidence that any applicable stock transfer taxes have been
paid.  Until  surrendered as contemplated by this Section 2.02, each Certificate
shall be deemed at any time after the Effective Time to represent only the right
to receive upon such surrender the appropriate  Consideration as contemplated by
Section 2.02(b).

      (b) No Further  Ownership  Rights in MAI Common  Stock.  All shares of CSI
Common Stock issued in exchange for and upon the  conversion of MAI Common Stock
in accordance with the terms hereof (including any cash paid pursuant to Section
2.02(a) or 2.02(c)) shall be deemed to have been issued in full  satisfaction of
all rights pertaining to such shares of MAI Common Stock,  subject,  however, to
the rights  pertaining  to such shares of MAI Common  Stock with  respect to the
Consideration,   and  after  the  Effective  Time  there  shall  be  no  further
registration  of  transfers  on  the  stock  transfer  books  of  the  Surviving
Corporation of the shares of MAI Common Stock that were outstanding  immediately
prior to the Effective  Time.  If, after the Effective  Time,  Certificates  are
presented to the Surviving  Corporation  for any reason,  they shall be canceled
and exchanged as provided in this Article II.

      (c) No  Liability.  None of the  parties  shall be liable to any holder of
shares of MAI  Common  Stock or CSI Common  Stock,  as the case may be, for such
shares (or dividends or distributions with respect thereto) or cash delivered to
a public  official  pursuant to any applicable  abandoned  property,  escheat or
similar law.


                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

Section 3.01      Representations and Warranties of the Stockholder.

      Subject  to the  exceptions  set  forth  in the  disclosure  letter  to be
delivered by the  Stockholder to CSI and Merger Sub in connection  herewith (the
"MAI Disclosure  Letter"),  the  Stockholder  represents and warrants to CSI and
Merger Sub as follows:

      (a) Organization, Standing and Power.

            (i)  MAI or any of its  Subsidiary  is an  entity,  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
organization,  has all requisite  power and authority to own,  lease and operate





its  properties  and to carry on its  business  as now being  conducted,  and to
stockholders knowledge, is duly qualified and in good standing to do business in
each  jurisdiction  in which the business it is  conducting,  or the  operation,
ownership  or leasing of its  properties,  makes such  qualification  necessary,
other than where the failure to be so organized  or so to qualify  (individually
or in the aggregate)  would not have a Material  Adverse Effect (as  hereinafter
defined) on MAI. To  Stockholders  Knowledge MAI is not required to be qualified
in any state or  jurisdiction in order to conduct the operation of its business.
Stockholder is the sole  stockholder  of MAI Common Stock.  MAI has delivered to
CSI complete and correct copies of its Certificate of Incorporation  and Bylaws.
Section  3.01(a)  of the MAI  Disclosure  Letter  sets  forth  each  direct,  or
indirect,  Subsidiary  of MAI  and  its  jurisdiction  of  organization  and the
jurisdictions where it is qualified to do business.

            (ii) As used in this Merger Agreement,  the word "Subsidiary" means,
with  respect to any  party,  any  corporation  or other  organization,  whether
incorporated or unincorporated, of which: (i) such party or any other Subsidiary
of  such  party  is a  general  partner  (excluding  partnerships,  the  general
partnership  interests of which are held by such party or any Subsidiary of such
party that do not have a majority of the voting  interest in such  partnership);
or (ii) at least a majority of the securities or other interests having by their
terms  ordinary  voting  power to elect a majority of the board of  directors or
others  performing  similar  functions with respect to such corporation or other
organization is, directly or indirectly, owned or controlled by such party or by
any one or more of its Subsidiaries, or by such party and any one or more of its
Subsidiaries.

            (iii) As used in this Merger Agreement,  a "Material Adverse Effect"
shall mean any effect or change  that is or would be  materially  adverse to the
business,  operations,  assets, condition (financial or otherwise) or results of
operations  of  (i)  in  respect  of  MAI,  MAI  and  its  direct  and  indirect
Subsidiaries,  taken as a whole,  and (ii) in respect of CSI, CSI and all of its
direct and indirect Subsidiaries, taken as a whole.

            (iv) As used in this  Merger  Agreement,  "Knowledge"  means  actual
knowledge or items that one should  reasonably  have  knowledge of,  without any
independent investigation.

      (b) Capital Structure.

            (i) Section  3.01(b)(i) of the MAI Disclosure  Letter sets forth the
authorized,  issued and outstanding  capital stock or other equity  interests of
MAI and each of its Subsidiaries as well as any other securities (including debt
securities) of MAI or its respective  Subsidiaries.  All  outstanding  shares of
capital stock of MAI and its Subsidiaries  have been duly authorized and validly
issued and are fully paid and non-assessable and were not issued in violation of
any preemptive rights or other  preferential  rights of subscription or purchase
other than those that have been waived or otherwise  cured or satisfied  and all
such shares  owned by MAI, or a direct or indirect  wholly owned  Subsidiary  of
MAI, are free and clear of all liens, charges, encumbrances,  claims and options
of any nature.

            (ii) Section  3.01(b)(ii) of the MAI Disclosure  Letter sets forth a
list of all  options,  warrants,  convertible  securities,  rights,  commitments
(including  pre-emptive  rights) or agreements to which MAI or any Subsidiary of
MAI is bound to issue, deliver, sell, purchase, redeem or acquire or cause to be
issued, delivered,  sold, purchased,  redeemed or acquired, shares of MAI Common
Stock,  capital stock of an MAI Subsidiary or any other securities of MAI or its
Subsidiaries.





            (iii) There are not as of the date hereof,  and there will not be at
the  Effective  Time,  any  stockholder  agreements,   voting  trusts  or  other
agreements or  understandings  to which MAI or the Stockholder are a party or by
which it is bound  relating to the voting of any shares of the capital  stock of
MAI or any of its  Subsidiaries.  There are no  restrictions  on MAI to vote the
capital stock of any of its Subsidiaries.

      (c) Authority; No Violations; Consents and Approvals.

            (i) The Board of  Directors  of MAI has approved the Merger and this
Merger  Agreement,  by vote of the  directors  with no  negative  vote,  and has
resolved to deem this Merger Agreement and the transactions contemplated hereby,
including the Merger,  advisable and fair to, and in the best  interests of, MAI
and the  Stockholder.  MAI has all  requisite  corporate  power and authority to
enter into this Merger Agreement and to consummate the transactions contemplated
hereby.  The  execution  and delivery of this Merger  Agreement  and each of the
agreements required to be executed in connection  therewith and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary  corporate  action on the part of MAI.  This Merger  Agreement and
each of the agreements required to be executed in connection therewith have been
duly  executed  and  delivered  by MAI  and  constitutes  a  valid  and  binding
obligation of MAI  enforceable  in  accordance  with its terms,  subject,  as to
enforceability,  to  bankruptcy,  insolvency,  reorganization  and other laws of
general applicability  relating to or effecting creditors' rights and to general
principles  of equity  and  limitations  imposed  on  indemnity  obligations  by
applicable  federal and state securities laws. This Merger Agreement and each of
the  agreements  required to be executed in connection  therewith have been duly
executed and delivered by the  Stockholder  and  constitutes a valid and binding
obligation of the Stockholder enforceable in accordance with its terms, subject,
as to enforceability, to bankruptcy,  insolvency,  reorganization and other laws
of general  applicability  relating  to or  effecting  creditors'  rights and to
general principles of equity and limitations imposed on indemnity obligations by
applicable federal and state securities laws.

            (ii) The execution and delivery of this Merger Agreement by MAI does
not, and the  consummation by MAI of the  transactions  contemplated  hereby and
compliance with the provisions  hereof will not, conflict with, or result in any
violation  of, or  default  (with or without  notice or lapse of time,  or both)
under, or give rise to a right of  termination,  cancellation or acceleration of
any  obligation  or to the loss of a material  benefit  under,  or result in the
creation of any lien,  security interest,  charge or encumbrance upon any of the
properties  or assets  of MAI or any of its  respective  Subsidiaries  under any
provision  of (A) the  Certificate  of  Incorporation  or  Bylaws  of MAI or any
provision of the comparable  charter or  organizational  documents of any of its
Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement,  instrument, permit, concession,  franchise or license
applicable  to MAI or any of its  respective  Subsidiaries  or (C) any judgment,
order, decree, statute, law, ordinance,  rule or regulation applicable to MAI or
any of its  respective  Subsidiaries  or any  of its  respective  properties  or
assets,  other  than,  in the case of  clause  (B) or (C),  any such  conflicts,
violations, defaults, rights, liens, security interests, charges or encumbrances
that are set forth on Section 3.01(a)(ii) of the MAI Disclosure Letter.





            (iii)  No  consent,   approval,   order  or  authorization   of,  or
registration,  declaration  or filing with, or permit from, any U.S. or non-U.S.
court,  administrative  agency or commission or other governmental  authority or
instrumentality (a "Governmental  Entity"),  is required by, or with respect to,
MAI or any of its respective  Subsidiaries  in connection with the execution and
delivery  of this  Merger  Agreement  by MAI or the  consummation  by MAI of the
transactions  contemplated  hereby,  as to which the  failure  to obtain or make
would have a Material  Adverse Effect on MAI,  except for: (A) the filing of the
Certificates of Merger;  or (B) such filings and approvals as may be required by
any applicable state  securities,  "blue sky" or takeover laws, or Environmental
Law.

      (d) Financial Statements. Attached hereto as Section 3.01(d)(i) to the MAI
Disclosure Letter is a copy of MAI's financial statements as of and for the year
ended  December 31, 2004 and  financial  statements  as of and for the six-month
period ended June 30, 2005 (the "MAI Financial  Statements").  The MAI Financial
Statements  were not prepared in accordance with generally  accepted  accounting
principles  ("GAAP").  However, the MAI Financial Statements already provided to
CSI fairly and accurately  present the financial  condition of MAI (subject,  in
the case of the unaudited  statements,  to normal  year-end  adjustments and the
absence of footnotes).

      (e) Absence of Certain  Changes or Events.  Except as  disclosed  in or as
reflected on the MAI Financial  Statements,  or except as  contemplated  by this
Merger  Agreement,  since May 30, 2005, there has not been: (i) any declaration,
setting aside or payment of any dividend or other distribution (whether in cash,
stock  or  property)  with  respect  to any of  MAI's  capital  stock;  (ii) any
amendment  of  any  term  of  any  outstanding  equity  security  of  MAI or any
Subsidiary; (iii) any repurchase,  redemption or other acquisition by MAI or any
Subsidiary of any outstanding shares of capital stock or other equity securities
of, or other ownership  interests in, MAI or any Subsidiary;  (iv) any change in
any method of accounting or accounting practice by MAI or any Subsidiary; or (v)
a Material Adverse Effect with respect to MAI.





      (f) No  Undisclosed  Liabilities.  There are no  liabilities of MAI or any
Subsidiary  of any  kind  whatsoever,  whether  accrued,  contingent,  absolute,
determined,  determinable or otherwise,  other than: (i) liabilities  adequately
provided for on the Current Balance Sheet (as defined below) included in the MAI
Financial Statements; (ii) liabilities under this Merger Agreement; and (iii) as
disclosed on Section 3.01(f)(iii) to the MAI Disclosure Letter.

      (g) No Default.  Neither MAI nor any Subsidiary is in default or violation
(and no event  has  occurred  which,  with  notice or the lapse of time or both,
would  constitute a default or  violation),  nor is the execution of this Merger
Agreement a default or violation,  of any term, condition or provision of (i) in
the case of MAI or any Subsidiary,  their  respective  charters,  agreements and
bylaws, (ii) any note, bond, mortgage,  indenture,  license,  agreement or other
instrument  or  obligation  to which MAI or any  Subsidiary is now a party or by
which MAI or any Subsidiary or any of their respective  properties or assets may
be bound  or  (iii)  any  order,  writ,  injunction,  decree,  statute,  rule or
regulation applicable to MAI or any Subsidiary.

      (h) Compliance with Applicable Laws. MAI and any of its Subsidiaries  hold
all permits, licenses, variances,  exemptions,  orders, franchises and approvals
of  all  Governmental  Entities  necessary  for  the  lawful  conduct  of  their
respective  businesses  (the "MAI Permits") and are in compliance with the terms
of the MAI Permits that would not have a Material  Adverse  Effect on MAI or its
Subsidiaries.  To  Stockholder's  Knowledge,  MAI is qualified in all states and
jurisdictions  where required in order to conduct the operation of its business.
The businesses of MAI and its  Subsidiaries are not being conducted in violation
of any law, ordinance or regulation of any Governmental Entity. No investigation
or review by any Governmental Entity with respect to MAI and its Subsidiaries is
pending or threatened.

      (i) Litigation.  There is no (i) suit, action or proceeding pending or, to
Stockholder's   Knowledge,   threatened   against  or  affecting   MAI  and  its
Subsidiaries,  or  (ii)  judgment,  decree,  injunction,  rule or  order  of any
Governmental Entity or arbitrator outstanding against MAI and its Subsidiaries.

      (j) Taxes.

            (i) MAI is an "S  corporation"  as defined in the  Internal  Revenue
Code (the "Code"),  and MAI and Stockholder have not taken any action that would
change such status of MAI. MAI and its  Subsidiaries  and any  affiliate has (A)
timely  (taking into account any  extensions)  filed in correct form all federal
and all state, local and non-U.S.  returns,  declarations,  reports,  estimates,
information returns and statements  ("Returns")  required to be filed by or with
respect to it in respect of any Taxes (as hereinafter defined),  (B) timely paid
all Taxes that are due and payable (except for audit  adjustments that would not
have a Material  Adverse Effect on MAI and its  Subsidiaries in the aggregate or
to the extent that  liability  therefor is  reserved  for in MAI's most  recent,
regularly-prepared  balance  sheet  prepared as of June 30,  2005 (the  "Current
Balance  Sheet"))  for which MAI and its  Subsidiaries  may be  liable,  and (C)
complied  in all  respects  with all  applicable  laws,  rules  and  regulations
relating to the payment and  withholding of Taxes and has in all respects timely
withheld  from  employee  wages  and  paid  over  to  the  proper   governmental
authorities all amounts required to be so withheld and paid over.





            (ii) 2004 is the last  taxable  period  through  which  the  federal
income  Tax  Returns  of MAI and its  Subsidiaries  have  been  examined  by the
Internal Revenue Service ("IRS") or otherwise closed. All deficiencies  asserted
as a result of such  examinations  and any examination by any applicable  state,
local or non-U.S.  taxing  authority have been paid, fully settled or adequately
provided for in the Current Balance Sheet. No federal,  state, local or non-U.S.
Tax  audits  or  other  administrative  proceedings  or  court  proceedings  are
presently  pending  with  regard to any Taxes for which MAI or its  Subsidiaries
would be  liable,  and no  deficiency  for any  such  Taxes  has been  proposed,
asserted  or  assessed  pursuant  to any such  examination  against  MAI and its
Subsidiaries  by any federal,  state,  local or non-U.S.  taxing  authority with
respect to any period.

            (iii) Neither MAI nor its  Subsidiaries  (A) has executed or entered
into (or prior to the close of  business  on the  Closing  Date will  execute or
enter into) with the IRS or any other  taxing  authority  (x) any  agreement  or
other  document  extending  or having  the  effect of  extending  the period for
assessments or collection of any Taxes for which MAI and its Subsidiaries  would
be liable or (y) a closing  agreement  pursuant to Section 7121 of the Code,  or
any predecessor  provision thereof or any similar  provision of state,  local or
non-U.S.  Tax law  that  relates  to the  assets  or  operations  of MAI and its
Subsidiaries, (B) has made a change in method of accounting for a taxable period
ending  on or  prior  to  the  Closing  Date,  or (C)  has  sold  assets  on the
installment method.

            (iv) There are no liens or security  interests  on any of the assets
of MAI and its Subsidiaries that arose in connection with any failure or alleged
failure to pay any Tax other than for Taxes which are not yet delinquent.

            (v) Neither MAI nor its Subsidiaries is a party to an agreement that
provides  for the  payment of any  amount  that would  constitute  a  "parachute
payment" within the meaning of Section 280G of the Code.

            (vi)  Neither MAI nor its  Subsidiaries  has made an election  under
Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply
to any disposition of a subsection (f) asset (as such term is defined in Section
341(f)(4) of the Code) owned by MAI and its Subsidiaries.

            (vii) Neither MAI nor its Subsidiaries is a party to, is bound by or
has any obligation under any tax sharing agreement,  tax indemnity  agreement or
similar agreement or arrangement.

            (viii) Neither MAI nor its  Subsidiaries has any liability for Taxes
under Treas.  Reg. ss.  1.1502-6,  or any similar  provision of state,  local or
non-U.S.  law,  except  for  Taxes of the  affiliated  group of which MAI is the
common parent corporation,  within the meaning of Section 1504(a)(1) of the Code
or any similar provision of state, local or non-U.S. law.

            (ix)  Neither  MAI  nor its  Subsidiaries  has  participated  in any
international boycott within the meaning of Section 999 of the Code.

            (x) Except as disclosed on Section  3.01(j)(x) to the MAI Disclosure
Letter,  neither MAI nor its Subsidiaries  has had a permanent  establishment in
any foreign country,  as defined in any applicable treaty or convention  between
the United States and such foreign country.





            (xi) Neither MAI nor its  Subsidiaries has been a United States real
property holding corporation within the meaning of Section 897(c)(2) of the Code
during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

            For  purposes  of this  Merger  Agreement,  "Taxes"  shall  mean all
federal, state, local, non-U.S. and other taxes, charges, fees, levies, imposts,
duties,  licenses or other assessments,  together with any interest,  penalties,
additions to tax or additional amounts imposed by any taxing authority.

      (k) Employee Matters; ERISA.

            (i) Benefit Plans.  Section  3.01(k)(i) to the MAI Disclosure Letter
contains  a true and  complete  list and  description  of each of the  following
items: each employee benefit plan,  program or arrangement  covering any current
or former officer,  director,  employee or independent  contractor of MAI or its
Subsidiaries  or any  of  their  dependents  or  beneficiaries  (each,  an  "MAI
Beneficiary")  including, but not limited to, any "employee benefit plan" within
the meaning of Section 3(3) of the Employee  Retirement  Income  Security Act of
1974, as amended  ("ERISA"),  whether or not terminated or covered by ERISA,  if
MAI or its  Subsidiaries  could have  statutory or  contractual  liability  with
respect thereto on or after the date hereof. The items described above, together
with each management,  employment,  deferred compensation,  severance, change in
control,  bonus or other contract for personal services with or covering any MAI
Beneficiary,  whether or not terminated,  if MAI or its Subsidiaries  could have
statutory or  contractual  liability  with respect  thereto on or after the date
hereof, are referred to collectively herein as the "MAI Benefit Plans."

            (ii)  Contributions  and  Payments.   All  contributions  and  other
payments  required  to  have  been  made  by MAI or any  entity  required  to be
aggregated  therewith  pursuant to Code  Section 414 (an "MAI ERISA  Affiliate")
with  respect to any MAI  Benefit  Plan (or to any person  pursuant to the terms
thereof) have been or will be timely made and all such amounts  properly accrued
through  the  date of this  Merger  Agreement  have  been  reflected  in the MAI
Financial Statements.

            (iii)  Qualification;  Compliance.  Each MAI  Benefit  Plan  that is
intended to be  "qualified"  within the meaning of Code Section  401(a) has been
determined  by the IRS to be so  qualified  or the  applicable  remedial  period
applicable to the Plan will not have ended prior to the Effective  Time,  and no
event or condition  exists or has occurred that would  reasonably be expected to
result in the revocation or denial of any such determination  which would have a
Material  Adverse  Effect on MAI. With respect to each MAI Benefit Plan, MAI and
each MAI ERISA  Affiliate are in compliance  with, and each MAI Benefit Plan and
related source of benefit  payment is and has been operated in compliance  with,
all  applicable  laws,  rules and  regulations  governing  such plan or  source,
including,  without  limitation,  ERISA,  the  Code  and  applicable  local  law
(including  non-U.S.  law), except for violations that would not have a Material
Adverse  Effect on MAI.  No MAI Benefit  Plan is subject to any  ongoing  audit,
investigation or other  administrative  proceeding of the IRS, the Department of
Labor, or any other federal,  state or local governmental entity or is scheduled
to be subject to such an audit, investigation or proceeding.





            (iv)   Liabilities.   With   respect  to  the  MAI  Benefit   Plans,
individually and in the aggregate, to Stockholder's  Knowledge,  there exists no
condition  or set of  circumstances  that  could  subject  MAI or any MAI  ERISA
Affiliate to any liability arising under the Code, ERISA or any other applicable
law (including,  without limitation,  any liability to or under any such plan or
to the Pension Benefit  Guaranty  Corporation  ("PBGC"),  or under any indemnity
agreement to which MAI or any MAI ERISA Affiliate is a party),  which liability,
excluding  liability for benefit claims,  funding obligations and PBGC insurance
premiums,  each payable in the ordinary  course,  would have a Material  Adverse
Effect on MAI. No claim,  action or litigation  has been made,  commenced or, to
Stockholder's  Knowledge,   threatened,   by  or  against  MAI  or  any  of  its
Subsidiaries  with  respect to any MAI Benefit  Plan (other than for benefits or
PBGC premiums payable in the ordinary course).

            (v) Retiree  Welfare  Plans.  No MAI Benefit Plan that is a "welfare
plan"  (within the meaning of ERISA  Section  3(1))  provides  benefits  for any
retired or former  employees  (other than as required  pursuant to ERISA Section
601).

            (vi)  Payments   Resulting   from  Merger.   The   consummation   or
announcement of any transaction  contemplated by this Merger  Agreement will not
(either  alone or upon the  occurrence  of any  additional  or  further  acts or
events)  result in (A) any  payment  (whether  of  severance  pay or  otherwise)
becoming due from MAI or any of its  Subsidiaries  to any MAI  Beneficiary or to
the  trustee  under any "rabbi  trust" or similar  arrangement,  (B) any benefit
under  any  MAI  Benefit  Plan  being  established  or  increased,  or  becoming
accelerated, vested or payable (except as provided in Section 2.01(g)(i)) or (C)
any payment that would not be deductible under Section 280G of the Code.

            (vii) Funded Status of Plans.  Each MAI Benefit Plan that is subject
to either the minimum  funding  requirements of ERISA Section 302 or to Title IV
of ERISA has assets that,  as of the date  hereof,  have a fair market value not
less than the present value of the accrued benefit  obligations  thereunder on a
termination basis, as of the date hereof, based on the actuarial methods, tables
and assumptions  utilized by such plan's  independent  actuary in preparing such
plan's most recently prepared actuarial  valuation report,  except to the extent
that applicable law would require the use of different actuarial  assumptions if
such  plan was to be  terminated  as of the date  hereof,  in which  case  those
different  assumptions shall apply for purposes of this representation.  MAI and
its Subsidiaries have no unfunded liabilities, as determined under local funding
requirements,  with  respect to any MAI Benefit  Plans that cover such  non-U.S.
employees.

            (viii)  Multiemployer  Plans.  No  MAI  Benefit  Plan  is  or  was a
"multiemployer  plan"  (within  the  meaning  of ERISA  Section  4001(a)(3)),  a
multiple employer plan described in Code Section 413(c), or a "multiple employer
welfare  arrangement"  (within the meaning of ERISA Section 3(40)).  Neither MAI
nor any MAI ERISA  Affiliate has been  obligated to contribute  to, or otherwise
has or has had any liability with respect to, any multiemployer  plan,  multiple
employer plan, or multiple employer welfare arrangement.

      (l)  Labor  Matters.  Except as set forth in  Section  3.01(l)  to the MAI
Disclosure Letter,

            (i)  neither  MAI nor  any of its  Subsidiaries  is a  party  to any
collective  bargaining agreement or other current labor agreement with any labor
union or  organization,  and there is no current  union  representation  dispute
involving employees of MAI or any of its Subsidiaries nor does MAI or any of its
respective  Subsidiaries  know  of any  activity  or  proceeding  of  any  labor
organization (or  representative  thereof) or employee group (or  representative
thereof) to organize any such employees;





            (ii) there is no unfair labor practice  charge or grievance  arising
out of a collective  bargaining  agreement or other grievance  procedure against
MAI or any of its Subsidiaries pending or threatened;

            (iii) there is no  complaint,  lawsuit or proceeding in any forum by
or on behalf of any present or former employee,  any applicant for employment or
any classes of the foregoing  alleging breach of any express or implied contract
of employment,  any law or regulation  governing  employment or the  termination
thereof or other discriminatory, wrongful or tortious conduct in connection with
the employment  relationship  against MAI or any of its Subsidiaries  pending or
threatened;

            (iv) there is no strike, dispute, slowdown, work stoppage or lockout
pending or threatened against or involving MAI or any of its Subsidiaries;

            (v) To  Stockholder's  Knowledge,  MAI and its  Subsidiaries  are in
compliance  with  all  applicable  laws  respecting  employment  and  employment
practices,  terms  and  conditions  of  employment,  wages,  hours  of work  and
occupational  safety and health that otherwise would not have a Material Adverse
Effect on MAI or its subsidiaries; and

            (vi) There is no proceeding,  claim,  suit,  action or  governmental
investigation pending or, to Stockholder's  Knowledge,  threatened in respect to
which any current or former director,  officer,  employee or agent of MAI or any
of its Subsidiaries is or may be entitled to claim  indemnification  from MAI or
any of its Subsidiaries (A) pursuant to their respective charters, agreements or
bylaws, (B) as provided in any indemnification  agreement to which MAI or any of
its Subsidiaries is a party or (C) pursuant to applicable law.

      (m) Intellectual Property.

            (i) "Intellectual Property" means:

                  (1)  all  issued  patents,  reissued  or  reexamined  patents,
revivals of patents, utility models, certificates of invention, registrations of
patents  and   extensions   thereof,   regardless  of  country  or  formal  name
(collectively, "Issued Patents");

                  (2)  all   published   or   unpublished   nonprovisional   and
provisional   patent   applications,    reexamination   proceedings,   invention
disclosures and records of invention  (collectively with the Issued Patents, the
"Patents");

                  (3)  all  copyrights,   copyrightable   works,   semiconductor
topography  and mask work  rights,  including  all  rights of  authorship,  use,
publication,  reproduction,   distribution,  performance  transformation,  moral
rights and rights of ownership of copyrightable works,  semiconductor topography
works and mask  works,  and all  rights to  register  and  obtain  renewals  and
extensions  of  registrations,  together  with all other  interests  accruing by
reason  of  international  copyright,  semiconductor  topography  and mask  work
conventions (collectively, "Copyrights");





                  (4) common law trademarks, registered trademarks, applications
for  registration of trademarks,  common law service marks,  registered  service
marks,  applications for registration of service marks, trade names,  registered
trade names and  applications  for  registrations of trade names and trade dress
(collectively, "Trademarks");

                  (5)  all  right,  title  and  interest  of MAI  to the  extent
required  and used to conduct its  business as  presently  conducted  in, to, or
under (i) all invention disclosures,  improvements,  trade secrets,  proprietary
information,   technology,   technical   data  and  customer   lists,   and  all
documentation  relating  to any of the  foregoing;  (ii) all moral and  economic
rights of authors and inventors,  however  denominated,  (iii) database and data
collections  and computer  software,  whether  owned or licensed,  to the extent
fully  assignable;  and (iv)  all  industrial  designs  and  registration's  and
applications therefor (collectively, as such is required and used to conduct the
business as currently conducted by MAI);

                  (6) all technology,  ideas, inventions,  designs,  proprietary
information,  manufacturing and operating  specifications,  know-how,  formulae,
trade  secrets,  technical  data,  computer  programs,  hardware,  software  and
processes related to the business as such business is currently conducted and as
its business is proposed to be conducted;

                  (7) all domain names registered; and

                  (8)  all  other  intangible   intellectual   property  assets,
properties  and  rights  (whether  or not  appropriate  steps have been taken to
protect,  under  applicable  law, such other  intangible  assets,  properties or
rights).

            (ii)  MAI  and  any  of its  Subsidiaries  owns  and  has  good  and
marketable  title to,  or  possesses  legally  enforceable  rights  to use,  all
Intellectual  Property used in the business of MAI as currently conducted by MAI
and each of its Subsidiaries (the "MAI Intellectual  Property"),  free and clear
of all liens, claims or encumbrances.  MAI Intellectual Property constitutes all
of  the  Intellectual   Property  necessary  to  enable  MAI  and  each  of  its
Subsidiaries  to conduct  their  business as such  business is  currently  being
conducted.  MAI and each of its  Subsidiaries  has not received  notice that any
current  or former  officer,  director,  stockholder,  employee,  consultant  or
independent  contractor  has  asserted  any right,  claim or interest in or with
respect to any MAI Intellectual  Property,  and MAI and each of its Subsidiaries
are not  aware of a  reasonable  basis  for any  such  claim.  To  Stockholder's
Knowledge,  there is no unauthorized use,  disclosure or misappropriation of any
MAI Intellectual  Property by any employee or former employee of MAI and each of
its  Subsidiaries or by any other third party.  There are no royalties,  fees or
other payments  payable by MAI and each of its  Subsidiaries to any third person
under any written or oral contract or  understanding by reason of the ownership,
use,  sale  or  disposition  of  MAI  Intellectual  Property.  To  Stockholder's
Knowledge,  the operation of the businesses of MAI and each of its  Subsidiaries
does not conflict with,  infringe upon,  violate or interfere with or constitute
an appropriation of any right, title, interest or goodwill,  including,  without
limitation,  any intellectual  property right,  trade secret,  trademark,  trade
name, patent, service mark, brand mark, brand name, computer program,  database,
industrial design,  copyright or any pending  application  therefor of any other
person and there  have been no claims  made or notices  received  in  connection
therewith.





            (iii)  With  respect  to  each  item  of MAI  Intellectual  Property
incorporated  into any product of Subsidiaries or otherwise used in the business
of Subsidiaries, Section 3.01(m) to the MAI Disclosure Letter lists:

                  (1)  all  Patents,  Copyrights  and  Trademarks  issued  to or
registered by MAI and each of its  Subsidiaries,  including the jurisdictions in
which each such Intellectual  Property has been issued or registered or in which
any such application for such issuance and registration has been filed; and

                  (2)  the  following   agreements   relating  to  each  of  the
proprietary products of MAI and each of its Subsidiaries (the "MAI Products") or
other  MAI  Intellectual  Property:  (A) all  agreements  granting  any right to
distribute or sublicense a MAI Product on any exclusive basis, (B) any exclusive
licenses of Intellectual  Property to or from MAI and each of its  Subsidiaries,
(C) agreements pursuant to which the amounts actually paid or payable under firm
commitments  to MAI and each of its  Subsidiaries  are $5,000 or more, (D) joint
development  agreements,  (E)  any  agreement  by  which  MAI  and  each  of its
Subsidiaries  grants any ownership right to any MAI Intellectual  Property owned
by  MAI  and  each  of  its  Subsidiaries,  (F)  any  judicial,  administrative,
regulatory or other  governmental order relating to Intellectual  Property,  (G)
any  option  relating  to any MAI  Intellectual  Property,  and  (H)  agreements
pursuant  to which any party is granted  any rights to access  source code or to
use source code,  including  without  limitation any rights to create derivative
works of MAI Products.

            (iv)  Section  3.01(m)  to the MAI  Disclosure  Letter  contains  an
accurate  list  as of the  date  of  this  Merger  Agreement  of  all  licenses,
sublicenses and other  agreements to which MAI and each of its Subsidiaries is a
party and pursuant to which MAI and each of its  Subsidiaries  is  authorized to
use any  Intellectual  Property  owned by any third  party,  excluding  "off the
shelf" or other  software at a cost not exceeding  $5,000 and available  through
regular  commercial  distribution  channels  on standard  terms and  conditions,
including  any  related  support  and  maintenance  ("Third  Party  Intellectual
Property").

            (v)  To  Stockholder's  Knowledge,  there  is no  unauthorized  use,
disclosure,  infringement or misappropriation of any MAI Intellectual  Property,
including any Third Party  Intellectual  Property by any third party,  including
any employee or former employee of Seller or any of its subsidiaries. Other than
in  respect  of  agreements   with  MAI's   officers  and  directors  and  MAI's
Subsidiaries'  officers  execution,  delivery  or  performance  of  this  Merger
Agreement or any ancillary agreement contemplated hereby nor the consummation of
the transactions contemplated by this Merger Agreement will contravene, conflict
with or result in an infringement on MAI  Intellectual  Property,  including any
Third Party Intellectual Property.

            (vi) All Patents,  registered Copyrights,  registered Trademarks and
registered  service  marks  held by MAI and  each of its  Subsidiaries  are,  to
Stockholder's Knowledge,  valid and subsisting.  All maintenance and annual fees
due through the date of this Merger  Agreement have been fully paid and all fees
paid  during  prosecution  and after  issuance  of any  patent  compromising  or
relating to such item have been paid in the correct entity status  amounts.  MAI
and each of its Subsidiaries have not received any notice or other communication
(in  writing  or  otherwise)  of any  actual,  alleged,  possible  or  potential
infringement, misappropriation or unlawful use of any proprietary asset owned or
used by any third  party.  MAI and each of its  Subsidiaries  have not  received
notice of any proceeding  pending or threatened nor has any claim or demand been
made, which challenges the legality,  validity,  enforceability  or ownership of
any item of MAI Intellectual  Property or Third Party  Intellectual  Property or
alleges a claim of infringement of any Patents, Copyrights,  Trademarks, service
marks or violation of any trade secret or other  proprietary  right of any third
party. MAI and each of its  Subsidiaries  has not brought a proceeding  alleging
infringement of MAI Intellectual  Property or breach of any license or agreement
involving Intellectual Property against any third party.





            (vii) All current and former  officers and employees of MAI and each
of its Subsidiaries have executed and delivered to MAI an agreement  (containing
no  exceptions  or  exclusions  from the scope of its  coverage)  regarding  the
protection  of  proprietary  information  and  the  assignment  to  MAI  of  any
Intellectual  Property  arising from services  performed for MAI and each of its
Subsidiaries by such persons. All current and former consultants and independent
contractors  to MAI and each of its  Subsidiaries  involved in the  development,
modification,  marketing and servicing of MAI Products  and/or MAI  Intellectual
Property  have  executed  and  delivered  to MAI  an  agreement  (containing  no
exceptions  or  exclusions  from  the  scope  of  its  coverage)  regarding  the
protection  of  proprietary  information  and  the  assignment  to  MAI  of  any
Intellectual  Property  arising from services  performed for MAI and each of its
Subsidiaries by such persons.  No employee or independent  contractor of MAI and
each of its  Subsidiaries  is in violation of any term of any patent  disclosure
agreement or employment  contract or any other contract or agreement relating to
the  relationship  of any such employee or independent  contractor  with MAI and
each of its Subsidiaries.

            (viii)  MAI and  each of its  Subsidiaries  has  taken  commercially
reasonable  and  customary  measures  and  precautions  necessary to protect and
maintain the  confidentiality of all MAI Intellectual  Property (except such MAI
Intellectual  Property whose value would be unimpaired by public disclosure) and
otherwise to maintain and protect the full value of all Intellectual Property it
owns or uses. All  Intellectual  Property not otherwise  protected by Patents or
Copyrights  owned  by  MAI  and  each  of  its  Subsidiaries  (except  such  MAI
Intellectual Property whose value would be unimpaired by public disclosure) used
by or  disclosed  to a third  party has been  pursuant to the terms of a written
agreement between MAI and each of its Subsidiaries and such third party.

            (ix) No product  liability claims have been  communicated in writing
to or threatened against MAI and each of its Subsidiaries.

            (x) A complete  list of each of MAI Products  and MAI's  proprietary
software  ("MAI  Software"),  together with a brief  description of each, is set
forth in Section 3.01(m) to the MAI Disclosure Letter.

            (xi)  MAI  and  each of its  Subsidiaries  are  not  subject  to any
proceeding or outstanding decree, order, judgment, or stipulation restricting in
any  manner  the use,  transfer,  or  licensing  thereof  by MAI and each of its
Subsidiaries,  or which may affect the validity,  use or  enforceability of such
MAI Intellectual  Property.  MAI and each of its Subsidiaries are not subject to
any agreement  which  restricts in any material  respect the use,  transfer,  or
licensing by MAI and each of its Subsidiaries of the MAI  Intellectual  Property
owned by MAI and each of its Subsidiaries, or MAI Products.





      (n) Environmental Matters. For purposes of this Merger Agreement:

            (i)  "Environmental   Law"  means  any  applicable  law  regulating,
prohibiting  or  requiring  the  notification  of Releases  into any part of the
natural  environment,  pertaining to the  protection of natural  resources,  the
environment  and  public  and  employee  health  and  safety,  or  governing  or
regulating the use, storage, handling,  transportation,  treatment,  processing,
disposal  or  generation  of  any  Hazardous   Materials,   including,   without
limitation,  the  Comprehensive   Environmental  Response,   Compensation,   and
Liability  Act  (42  U.S.C.  Section  9601 et  seq.),  the  Hazardous  Materials
Transportation Act (49 U.S.C.  Section 1801 et seq.), the Resource  Conservation
and  Recovery  Act (42 U.S.C.  Section  6901 et seq.),  the Clean  Water Act (33
U.S.C.  Section  1251 et seq.),  the Clean Air Act (33  U.S.C.  Section  7401 et
seq.),  the Toxic Substances  Control Act (15 U.S.C.  Section 7401 et seq.), the
Federal  Insecticide,  Fungicide,  and Rodenticide Act (7 U.S.C.  Section 136 et
seq.),  Emergency  Planning and Community  Right to Know Act (42 U.S.C.  Section
11001 et seq.), Safe Drinking Water Act (Section 42 U.S.C.  Section 300 et seq.)
and the Occupational  Safety and Health Act (29 U.S.C.  Section 651 et seq.) and
the  regulations  promulgated  pursuant  thereto,  and any other such applicable
county,  province,  state or local  statutes,  and the  regulations  promulgated
pursuant  thereto,  as such laws have been and may be  amended  or  supplemented
through the Closing Date.

            (ii)  "Hazardous  Material"  means any substance,  material or waste
which  is  regulated  pursuant  to  any  Environmental  Law  by  any  public  or
governmental authority in the jurisdictions in which the applicable party or its
Subsidiaries  conducts  business,  or in the United States,  including,  without
limitation,  any material or substance which is defined as a "hazardous  waste,"
"hazardous  material,"  "hazardous  substance,"  "extremely  hazardous waste" or
"restricted  hazardous  waste,"  "contaminant,"  "pollutant,"  "toxic  waste" or
"toxic substance" under any provision of Environmental Law;

            (iii)  "Release"  means  any  release,  spill,  effluent,  emission,
leaking, pumping, injection, deposit, disposal,  discharge,  dispersal, leaching
or  migration  into the  indoor or  outdoor  environment,  or into or out of any
property owned,  operated or leased by the applicable party or its Subsidiaries;
and

            (iv)  "Remedial  Action"  means  all  actions,  including,   without
limitation,  any  capital  expenditures,  required by a  governmental  entity or
required  under  any  Environmental  Law,  or  voluntarily   undertaken  to  (I)
investigate,  clean up, remove, treat, or in any other way ameliorate or address
any Hazardous Materials or other substance in the indoor or outdoor environment;
(II) prevent the Release or threat of Release,  or minimize the further  Release
of any  Hazardous  Material so it does not  endanger or threaten to endanger the
public  health or welfare of the indoor or outdoor  environment;  (III)  perform
pre-remedial  studies and  investigations  or post-remedial  monitoring and care
pertaining  or relating to a Release;  or (IV) bring the  applicable  party into
compliance with any Environmental Law.

                  (1) To Stockholder's  Knowledge, the operations of MAI and its
Subsidiaries  have been and, as of the Closing Date,  will be in compliance with
all Environmental Laws;





                  (2) MAI and its Subsidiaries have obtained and will, as of the
Closing Date, maintain all permits required under applicable  Environmental Laws
for the continued operations of their respective businesses;

                  (3)  MAI  and  its   Subsidiaries   are  not  subject  to  any
outstanding orders,  investigations or contracts with any Governmental Entity or
other person respecting (A)  Environmental  Laws, (B) Remedial Action or (C) any
Release or threatened Release of a Hazardous Material;

                  (4) MAI and its  Subsidiaries  have not  received  any written
communication  alleging,  with  respect to any such party,  the  violation of or
liability under any Environmental  Law or liability  attributable to the Release
of any Hazardous Material;

                  (5) Neither MAI nor any of its Subsidiaries has any contingent
liabilities  in connection  with the Release of any Hazardous  Material into the
indoor or outdoor environment (whether on-site or off-site);

                  (6) To Stockholder's  Knowledge, the operations of MAI and its
Subsidiaries  involving the generation,  transportation,  treatment,  storage or
disposal of Hazardous  Material or any state  equivalent are in compliance  with
applicable Environmental Laws; and

                  (7) There is not now on or in any  property  (leased or owned)
of MAI and its  Subsidiaries any of the following:  (A) any underground  storage
tanks or surface impoundments; (B) any asbestos-containing materials; or (C) any
polychlorinated biphenyls.

      (o) Vote Required.  The affirmative,  unanimous vote of the holders of the
outstanding shares of MAI Common Stock voting together as a single class are the
only votes of the holders of any class or series of MAI securities  necessary to
approve this Merger Agreement and the transactions contemplated hereby, and such
votes approving the proposed transactions have been received. MAI has taken such
other  action  with  respect  to  any  other  anti-takeover  provisions  in  its
Certificate of Incorporation or Bylaws to the extent necessary to consummate the
Merger on the terms set forth in this Merger Agreement.

      (p)  Insurance.  To  Stockholder's   Knowledge,  MAI  maintains  insurance
coverage adequate for the operation of the business of MAI and its Subsidiaries,
and the transactions  contemplated  hereby will not materially  adversely affect
such coverage.  Section  3.01(p) to the MAI Disclosure  Letter sets forth a true
and complete list of such coverage.

      (q) Broker Fees. No broker,  investment banker or other person is entitled
to any broker's,  finder's or other similar fee or commission in connection with
the transactions  contemplated by this Merger Agreement based upon  arrangements
made by or on behalf of MAI.

      (r)  Material  Contracts  and  Agreements.  Section  3.01(r)  to  the  MAI
Disclosure  Letter  includes:  (a) a list of all written and oral  contracts  to
which MAI and its subsidiaries is a party or by which its property is bound that





involve  consideration  or other  expenditure in excess of $5,000 or performance
over a period of more than six (6) months or that is  otherwise  material to its
business or operations  (excluding licenses relating to third party Intellectual
Property at a cost not exceeding $5,000) ("Material  Contracts");  (b) a list of
all real or personal property leases to which MAI or its subsidiaries is a party
involving  consideration or other  expenditure in excess of $5,000 over the term
of the lease ("Material Leases"); (c) a list of all guarantees of, or agreements
to indemnify or be  contingently  liable for, the payment or  performance by any
individual  or entity to which MAI or any of its  respective  subsidiaries  is a
party  (excluding  indemnification  provisions  relating to the MAI Intellectual
Property arising in the ordinary course) ("Guarantees");  (d) each employment or
severance  contract,  lease  agreement  and  credit  agreement,  note  or  other
instrument relating to indebtedness of MAI and its Subsidiaries;  and (e) a list
of all contracts or other formal or informal  understandings  between MAI or its
subsidiaries  and  any  of  their  respective  officers,   directors,   members,
employees, agents, stockholders or affiliates ("Related Party Agreements"). True
and complete copies of each Material  Contract,  Material  Lease,  Guarantee and
Related  Party  Agreements,  to the extent they are in written  form,  have been
furnished  to CSI.  Except as may be set  forth in  Section  3.01(r)  to the MAI
Disclosure Letter, each Material Contract is in full force and effect, valid and
binding in accordance with its terms on MAI and no notice of any material breach
or  violation  thereof has been given to MAI. All  agreements  listed in Section
3.01(r) to the MAI  Disclosure  Letter are,  valid,  binding and  enforceable in
accordance with their terms and are in full force and effect against MAI and the
other  parties  thereto,   subject  to  (a)  judicial  principles  limiting  the
availability  of specific  performance,  injunctive  relief and other  equitable
remedies, and (b) bankruptcy,  insolvency,  reorganization,  moratorium or other
similar  laws now or  hereafter  in effect  generally  relating to or  affecting
creditors' rights.

      (s) Title to Properties.

            (i) Section  3.01(s)(i)  to the MAI  Disclosure  Letter sets forth a
true  and  complete  list  of  properties   owned  or  leased  by  MAI  and  its
Subsidiaries.  Each of MAI and its Subsidiaries has good and indefeasible  title
to, or valid leasehold  interests in, all its properties and assets purported to
be owned by it,  except for such as are no longer  used or useful in the conduct
of its  businesses  or as  have  been  disposed  of in the  ordinary  course  of
business.  All such assets and  properties,  other than assets and properties in
which MAI and its  Subsidiaries has leasehold  interests,  are free and clear of
all  liens,  other  than  those  set  forth on  Section  3.01(s)(ii)  to the MAI
Disclosure Letter.

            (ii) Each of MAI and its  Subsidiaries  has complied in all material
respects  with the terms of all leases to which it is a party and under which it
is in  occupancy,  and all such  leases are in full force and effect and none of
MAI  or  its  respective   Subsidiaries   have  received  any  notice  or  other
communication,  oral  or  written,  indicating  that  any  such  lease  will  be
terminated other than in the ordinary course of business.

      (t) Accounts Receivable.  All the accounts receivable of MAI are listed on
Section 3.01(t) to the MAI Disclosure  Letter, at the aggregate  recorded amount
thereof.  Except as otherwise noted therein, these accounts receivable are valid
receivables   and  to   Stockholder's   Knowledge,   are  subject  to  no  valid
counterclaims or set-offs.

      (u) Creditors;  Bankruptcy, etc. MAI is not a party to any proceeding as a
debtor in any court under Title 11 of the United States  Bankruptcy  Code or any
other  insolvency or debtors' relief act,  whether state or federal,  or for the
appointment of a trustee, receiver, liquidator,  assignee, sequestrator or other
similar  official  of MAI or for a  substantial  part of any of their  assets or
property.





      (v) Clients and Customers.  Section  3.01(v) to the MAI Disclosure  Letter
lists the names and  locations of the clients and  customers of MAI from January
1, 2002 through the Closing Date.

      (w) Contributions  and Payments.  Neither MAI nor any of its Subsidiaries,
and to Stockholder's Knowledge, nor any of their employees,  officers, directors
or  agents,  at any time  during  the last  five (5)  years  have:  (i) made any
unlawful  contribution to any candidate for foreign office or failed to disclose
fully any  contribution  in  violation  of law,  or (ii) made any payment to any
federal or state governmental officer or official,  or other person charged with
similar public or quasi-public duties, other than payments required or permitted
by the laws of the United States or any jurisdiction thereof.

      (x)  Bank  Accounts;  Powers  of  Attorney.  Section  3.01(v)  to the  MAI
Disclosure Letter hereto sets forth a complete and correct list showing: (a) all
banks in which MAI and its Subsidiaries maintains a bank account or safe deposit
box (collectively, "MAI Bank Accounts"), together with, as to each such MAI Bank
Account,  the  account  number,  the names of all  signatories  thereof  and the
authorized  powers of each such  signatory  and,  with respect to each such safe
deposit  box,  the number  thereof  and the names of all persons  having  access
thereto;  and (b) the names of all persons  holding powers of attorney from MAI,
true and correct copies thereof which have been delivered to the CSI.

Section 3.02      Representations and Warranties of CSI and Merger Sub.

      Subject  to the  exceptions  set  forth  in the  disclosure  letter  to be
delivered to MAI in connection herewith (the "CSI Disclosure  Letter"),  CSI and
Merger Sub jointly and severally represent and warrant to MAI as follows:

      (a)  Organization,  Standing  and  Power.  Each of CSI and Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation,  has all requisite  corporate power and authority
to own,  lease and operate its  properties  and to carry on its  business as now
being  conducted,  and is duly  qualified and in good standing to do business in
each  jurisdiction  in which the business it is  conducting,  or the  operation,
ownership  or leasing of its  properties,  makes such  qualification  necessary,
other than in such  jurisdictions  where the failure to be so organized or so to
qualify  (individually  or in the aggregate)  would not have a Material  Adverse
Effect on CSI or Merger Sub. CSI has heretofore  delivered and made available to
MAI (or such information was readily  accessible  through the SEC Edgar Website)
accurate and complete copies of its Certificate of Incorporation and by-laws, or
other similar organizational  documents, as currently in effect, of CSI and each
of its Subsidiaries.

      (b) Capital Structure. As of the date hereof, the authorized capital stock
of CSI consists of  1,000,000,000  shares of CSI Common Stock and  20,000,000 of
preferred  stock ("CSI Preferred  Stock").  At the close of business on June 16,





2005, (i)  788,474,038  shares of CSI Common Stock were issued and  outstanding,
and (ii) no shares  of CSI  Preferred  Stock  were  outstanding.  As of the date
hereof,  the authorized  capital stock of Merger Sub consists of 1,000 shares of
common  stock,  par value  $0.001  per share,  100  shares of which are  validly
issued,  fully  paid and  nonassessable,  and are owned by CSI.  Merger  Sub was
formed  solely for the purpose of  participating  in the  Merger,  has no assets
other than that  amount of cash that is  required  for it to be  organized  as a
corporation  under  the DGCL  and has  conducted  no  activities  other  than in
connection with its incorporation.

      (c) Authority; No Violations, Consents and Approvals.

            (i) Each of CSI and Merger Sub has all requisite corporate power and
authority to enter into this Merger Agreement and to consummate the transactions
contemplated hereby (including the issuance of shares of CSI Common Stock in the
Merger).  The  execution  and delivery of this Merger  Agreement and each of the
agreements required to be executed in connection  therewith and the consummation
of the transactions contemplated hereby and thereby have been duly authorized by
all necessary  corporate action on the part of CSI and Merger Sub (including the
issuance of shares of CSI Common Stock in the Merger). This Merger Agreement and
each of the agreements required to be executed in connection  therewith has been
duly  executed  and  delivered  by CSI and  Merger  Sub.  Assuming  this  Merger
Agreement   constitutes  the  valid  and  binding  obligation  of  MAI  and  the
Stockholder, it and each of the agreements required to be executed in connection
therewith  also  constitutes  a valid and binding  obligation of each of CSI and
Merger Sub and is enforceable against each of them in accordance with its terms;
provided,   however,   that  such   enforceability  is  subject  to  bankruptcy,
insolvency,  reorganization and other laws of general applicability  relating to
or  affecting  creditors'  rights  and  to  general  principles  of  equity  and
limitations  imposed on indemnity  obligations  by applicable  federal and state
securities laws.

            (iii)  Except  as set  forth  on  Section  3.02(c)(ii)  to  the  CSI
Disclosure Letter, the execution and delivery of this Merger Agreement does not,
and the consummation of the transactions contemplated hereby and compliance with
the provisions hereof will not, conflict with, or result in any violation of, or
default (with or without  notice or lapse of time, or both) under,  or give rise
to a right of termination,  cancellation or acceleration of any obligation or to
the loss of a material  benefit  under,  or result in the  creation of any lien,
security interest, charge or encumbrance upon any of the properties or assets of
CSI or Merger Sub under,  any provision of (A) the Certificate of  Incorporation
or Bylaws of CSI or Merger Sub, (B) any loan or credit  agreement,  note,  bond,
mortgage, indenture, lease or other agreement,  instrument,  permit, concession,
franchise or license applicable to CSI or Merger Sub or (C) any judgment, order,
decree, statute, law, ordinance,  rule or regulation applicable to CSI or Merger
Sub or any of their properties or assets,  other than, in the case of clause (B)
or (C),  any such  conflicts,  violations,  defaults,  rights,  liens,  security
interests, charges or encumbrances that, individually or in the aggregate, would
not have a Material Adverse Effect on CSI,  materially impair the ability of CSI
or Merger Sub to perform its respective  obligations hereunder or prevent in any
material  respect  the  consummation  of any of  the  transactions  contemplated
hereby.

            (iv) To the  Knowledge  of  CSI,  no  consent,  approval,  order  or
authorization  of, or  registration,  declaration or filing with, or permit from
any Governmental Entity is required by or with respect to CSI in connection with
the execution and delivery of this Merger Agreement by CSI and Merger Sub or the
consummation by CSI and Sub of the transactions contemplated hereby, as to which
the  failure  to obtain or make would  have a  Material  Adverse  Effect on CSI,
except for: (A) compliance with the Securities  Exchange Act of 1934, as amended
(the "Exchange Act") and the rules and regulations thereunder as may be required
in  connection  with this Merger  Agreement  and the  transactions  contemplated
hereby,  (B) the filing of the  Certificates  of Merger or (C) such  filings and
approvals as may be required by any applicable state  securities,  "blue sky" or
takeover laws or Environmental Laws.





      (d) SEC Documents. CSI has filed all reports, forms and documents required
to be filed by it with the Securities and Exchange  Commission  ("SEC").  A true
and  complete  copy  of  each  report,  schedule,   registration  statement  and
definitive  proxy  statement  filed by CSI with the SEC from  January  30,  2004
through and including the Closing Date (the "CSI SEC  Documents")  has been made
available to MAI (or such  information  was readily  accessible  through the SEC
Edgar Website).

      (e)  Absence of Certain  Changes or  Events.  Except as  disclosed  in, or
reflected  in the CSI SEC  Documents,  or except as  contemplated  by the Merger
Agreement,  since the date of CSI's  Current  Balance  Sheet (as defined  below)
there  has not  been:  (i) any  declaration,  setting  aside or  payment  of any
dividend or other distribution (whether in cash, stock or property) with respect
to any of CSI's  capital  stock;  (ii) any amendment of any material term of any
outstanding  equity  security  of CSI or any  Subsidiary;  or  (iii) a  Material
Adverse Effect with respect to CSI.

      (f) No Undisclosed  Material  Liabilities.  Except as disclosed in the CSI
SEC Documents, to CSI's Knowledge, there are no liabilities of CSI or any of its
Subsidiaries of any kind  whatsoever,  whether  accrued,  contingent,  absolute,
determined, determinable or otherwise, that would have a Material Adverse Effect
on CSI, other than liabilities  adequately  provided for on the balance sheet of
CSI dated as of March 31, 2005 (including the notes thereto)  contained in CSI's
Quarterly Report on Form 10-QSB for the three-month  period ended March 31, 2005
("CSI's Current Balance Sheet").

      (g) Litigation.  Except as disclosed in the CSI SEC Documents, there is no
(i) suit, action or proceeding pending or threatened against or affecting CSI or
any Subsidiary of CSI, or (ii) judgment,  decree,  injunction,  rule or order of
any Governmental Entity or arbitrator  outstanding against CSI or any Subsidiary
of CSI that (in any case) would have a Material Adverse Effect on CSI or prevent
CSI from consummating the transactions contemplated by this Merger Agreement.

      (h) No Vote Required. No vote of the holders of any class or series of CSI
capital stock is necessary to approve the Merger  Agreement or the  transactions
contemplated hereby, including,  without limitation,  the issuance of CSI Common
Stock.

      (i) Broker Fees. No broker, investment banker, or other person is entitled
to any broker's,  finder's or other similar fee or commission in connection with
the transactions  contemplated by this Merger Agreement based upon  arrangements
made by or on behalf of CSI.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

Section  4.01  Registration  of Stock  Consideration.  Following  the  effective
registration  of  all  shares  being  registered  in  the  present  Registration
Statement on Form SB-2 of CSI on file with the SEC, CSI shall file with the SEC,
within 30 days of the issuance of the shares of CSI Common Stock included in the
Consideration,  a registration statement on Form SB-2 covering the resale of the
shares  of CSI  Common  Stock  included  in the  Consideration.  If the  present
Registration  Statement  on Form  SB-2 of CSI on file  with the SEC has not been
declared  effective,  then upon effectiveness of such Registration  Statement on
Form SB-2, CSI shall file with the SEC, within 15 days of such effectiveness,  a
registration  statement  on Form SB-2  covering  the resale of the shares of CSI
Common Stock included in the Consideration.  Notwithstanding the foregoing,  CSI
shall use its best efforts to register the CSI Common Stock  included as part of
the Consideration  with the SEC (subject to the lock-up  provisions set forth in
Section 4.07 herein below) and CSI will use its best efforts to ensure that such
shares of CSI Common Stock remain freely  tradable  following the release of the
respective lock-up time periods.

Section 4.02 Legal  Conditions to Merger.  Except as otherwise  provided herein,
each of MAI, CSI and Merger Sub will take all  reasonable  actions  necessary to
comply  promptly with all legal  requirements  that may be imposed on such party
with  respect  to the  Merger  and will  promptly  cooperate  with  and  furnish
information to each other in connection with any such requirements  imposed upon
any of them or any of their Subsidiaries in connection with the Merger.  Each of
MAI and CSI will,  and will cause  their  respective  Subsidiaries  to, take all
actions  reasonably  necessary to obtain (and will  cooperate with each other in
obtaining) any consent,  acquiescence,  authorization,  order or approval of, or
any exemption or nonopposition by, any Governmental  Entity or court required to
be obtained or made by MAI, CSI or any of their  Subsidiaries in connection with
the Merger or the taking of any action  contemplated  thereby or by this  Merger
Agreement.

Section  4.03  Agreement  to  Defend.  In the event  any  claim,  action,  suit,
investigation or other  proceeding by any  governmental  body or other person or
other  legal or  administrative  proceeding  is  commenced  that  questions  the
validity or legality of the transactions contemplated hereby or seeks damages in
connection  therewith,  the  parties  hereto  agree to  cooperate  and use their
reasonable efforts to defend against and respond thereto.

Section 4.04 Public Announcements and Regulation FD.

      (a) CSI and MAI will agree with each  other with  respect to the  contents
thereof  before  issuing  any press  release  or  otherwise  making  any  public
statements  with  respect  to  the  transactions  contemplated  by  this  Merger
Agreement,  except as may be required by SEC rules and  regulations,  applicable
law or by  obligations  pursuant  to any  listing  agreement  with any  national
securities  exchange or transaction  reporting system (but shall still provide a
copy of such release to the other party).

      (b) Any information concerning MAI disclosed to CSI or Merger Sub or their
respective  affiliates or representatives  or any information  concerning CSI or
Merger Sub or their respective  affiliates or representatives  disclosed to MAI,
which has not been publicly  disclosed,  shall be kept strictly  confidential by
the parties  hereto and shall not be  disclosed  or used by the  recipients  and
until  publicly  disclosed  by the  party to  which  such  information  relates;
provided,  however,  that the foregoing provision shall not prohibit disclosures
by any party of  information  that (i) was in the possession of a party prior to





the date hereof, provided that such information is not known by such party to be
subject to a confidentiality  agreement,  (ii) is or becomes generally available
to the public other than as a result of a disclosure  by a party in violation of
this Section 4.04, or (iii) a party is required to disclose by law, including in
connection  with a proceeding or in connection  with the payment of Taxes.  Each
party hereto hereby agrees that no public announcements  concerning the terms of
this Merger Agreement or the transactions  contemplated thereunder shall be made
without the mutual  consent of the  parties,  not to be  unreasonably  withheld.
Notwithstanding  the  foregoing,  CSI shall be entitled to issue a press release
announcing  the  execution  of  this  Merger   Agreement  and  the  transactions
contemplated hereunder once the Closing occurs.

      (c) All parties  hereto agree not to use any  confidential  information to
purchase,  sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise transfer or dispose of any shares of CSI Common Stock (or other
securities,  warrants or other forms of  convertible  securities  outstanding or
other rights to acquire such  securities).  All parties hereto  acknowledge that
(i) a purpose of this Section 4.04(c) relating to confidentiality is so that CSI
will be in  compliance  with  Regulation  FD  promulgated  by the SEC, and other
applicable  securities laws, and (ii) if MAI does not comply with the provisions
of this Section 4.04(c),  CSI may be deemed by such action to be in violation of
such laws and  regulations,  which could have a Material  Adverse  Effect on the
business of CSI.

Section 4.05 Other Actions.  Except as  contemplated  by this Merger  Agreement,
neither CSI nor MAI shall, and shall not permit any of its Subsidiaries to, take
or agree or  commit  to take any  action  that is likely to result in any of its
respective representations or warranties hereunder being untrue or in any of the
conditions to the Merger set forth in Article VI not being satisfied.

Section  4.06 Advice of Changes.  The parties  hereto  shall confer on a regular
basis with each other,  report on operational  matters and promptly  advise each
other orally and in writing of any change or event having, or which,  insofar as
can reasonably be foreseen, could have, a Material Adverse Effect on MAI.

Section 4.07  Lock-Up.  One-third of the shares of CSI Common Stock  received at
the  Closing by the  Stockholder  shall be  subject to a three (3) year  lock-up
period  after their  registration  with the SEC,  one-third of the shares of CSI
Common Stock  received at the Closing shall be subject to a two (2) year lock-up
period after their registration with the SEC, and one-third of the shares of CSI
Common Stock  received at the Closing shall be subject to a one (1) year lock-up
period after their registration with the SEC.

Section 4.08 Indemnification.

      (a) The Stockholder shall jointly and severally indemnify, defend and hold
harmless  each  of  CSI,  Merger  Sub,  their  officers,  directors,  employees,
stockholders,   agents  and  consultants,  and  their  respective  heirs,  legal
representatives,  successors and assigns (the "CSI Indemnified Parties") against
all losses,  claims,  damages,  costs,  expenses  (including  attorneys'  fees),
liabilities or judgments or amounts that are paid ("Losses") in settlement of or
in connection with any threatened or actual claim, action,  suit,  proceeding or
investigation based in whole or in part on or arising in whole or in part out of
(i) the Lawsuits,  (ii) any failure of any  representation or warranty of MAI or
the Stockholder to be true and correct at or before the Closing,  (iii) any act,
omission or conduct of MAI and their respective directors,  officers,  employees
or agents, or the Stockholder, prior to the Closing, whether asserted or claimed
prior  to,  or at or  after,  the  Closing,  or  (iv)  the  consummation  of the
transactions  contemplated  herein, and any action taken in connection therewith
("Indemnified  Liabilities").   Any  CSI  Indemnified  Party  wishing  to  claim
indemnification  under this  Section  4.08,  upon  learning  of any such  claim,
action,  suit,  proceeding or investigation,  shall notify MAI (or the Surviving
Corporation,  after the Closing), but the failure so to notify shall not relieve
a party from any liability  that it may have under this Section 4.08,  except to
the extent such failure materially  prejudices such party.  Notwithstanding  the
foregoing,  no claim for  indemnification  shall be asserted unless the monetary
claims are for more than an aggregate of $5,000.00.





      (b) All rights to  indemnification  under this Section 4.08 shall  survive
the  consummation  of the Merger and the termination of this Agreement until the
second  anniversary of the Closing Date. The provisions of this Section 5.09 are
intended  to be for the  benefit  of,  and  shall be  enforceable  by,  each CSI
Indemnified  Party,  and his or her heirs and  representatives.  No party  shall
enter into any settlement  regarding the foregoing without prior approval of the
CSI Indemnified Party.

Section 4.09 Section 16. Prior to the Effective  Time each of the parties hereto
shall  take  all  such  steps  as may be  required  to  cause  the  transactions
contemplated by this Merger  Agreement  including any dispositions of MAI Common
Stock and acquisitions of CSI Common Stock (including derivative securities with
respect  to CSI  Common  Stock) by each  Person who is or will be subject to the
reporting  requirements of Section 16(a) of the Exchange Act with respect to MAI
or CSI, as the case may be, to be exempt under Rule 16b-3  promulgated under the
Exchange Act.

Section 4.10  Reservation of Common  Shares.  CSI shall at all times reserve and
keep  available,  free  from  preemptive  rights,  out of the  aggregate  of its
authorized  but  unissued  CSI Common  Stock for the  purpose of  enabling it to
satisfy any obligation to issue CSI Common Stock included in the  Consideration.
CSI or, if appointed, any transfer agent for the CSI Common Stock (the "Transfer
Agent"),  will be  irrevocably  authorized  and directed at all times to reserve
such number of  authorized  shares as shall be required  for such  purpose.  CSI
shall keep a copy of this Merger Agreement on file with any such Transfer Agent.
CSI will supply any such Transfer Agent with duly executed certificates for such
purposes.  CSI will furnish any such Transfer Agent a notice of all  adjustments
and  certificates  related  thereto  made  under  Section  2.01(h)  hereof.  CSI
covenants  that all CSI  Common  Stock  included  in the  Consideration  will be
validly  authorized  an issued,  fully paid,  nonassessable,  free of preemptive
rights and free from all taxes,  liens,  charges  and  security  interests  with
respect to the issue thereof.

Section 4.11 Tax Matters.  All the parties  hereto shall  cooperate with CSI and
Merger  Sub,  at CSI's sole  expense,  with  respect  to CSI's and Merger  Sub's
preparation  and filing of any  application  for exemption  from any domestic or
foreign  taxes,  and  shall  provide  CSI and  Merger  Sub with or access to the
appropriate  information  required in connection with any such  application.  In
addition,  each of the parties hereto shall cooperate with CSI and Merger Sub so
that CSI and  Merger  Sub can obtain a step up in basis of the assets of MAI for
tax purposes,  including  without  limitation  making an election  under Section
338(h)(10)  of the  Code,  and to  such  effect  will  execute  and  deliver  an
allocation of purchase price schedule substantially in the form of Exhibit A.





                                    ARTICLE V
                                CLOSING DOCUMENTS

Section 5.01 Documents To Be Delivered to CSI and Merger Sub.

      The  obligations of CSI and Merger Sub to effect the Merger are subject to
the satisfaction of the following conditions,  any or all of which may be waived
in whole or in part by CSI:

      (a)  Certifications  and Opinion.  MAI shall have furnished CSI and Merger
Sub with:

            (i) a certified copy of a resolution or resolutions  duly adopted by
the Board of Directors of MAI approving this Merger  Agreement and  consummation
of the Merger and the transactions contemplated hereby;

            (ii) a certified copy of an unanimous resolution or resolutions duly
adopted by the holders of the  outstanding  shares of MAI Common Stock approving
the Merger and the transactions contemplated hereby;

            (iii) a favorable  opinion  satisfactory  to CSI,  dated the Closing
Date, in customary form and substance,  of Leggett & Clemons,  PLLC,  counsel to
MAI, dated the Closing Date.

      (b) Good  Standing  Certificates.  MAI shall have  furnished CSI with good
standing and  existence  certificates  for MAI and its  Subsidiaries  from their
respective  jurisdictions of organization  and other  jurisdictions as CSI shall
reasonably request.

Section 5.02 Documents To Be Delivered to MAI.

      The obligation of MAI to effect the Merger is subject to the  satisfaction
of the  following  conditions,  any or all of which may be waived in whole or in
part by MAI:

      (a) Certifications and Opinion. CSI shall have furnished MAI with:

            (i) a certified copy of a resolution or resolutions  duly adopted by
the Board of Directors of CSI and Merger Sub approving this Merger Agreement and
consummation of the Merger and the transactions contemplated hereby; and

            (ii) a favorable opinion , dated the Closing Date, in customary form
and substance, of Ellenoff Grossman & Schole LLP, counsel to CSI and Merger Sub,
substantially to the effect that:

                  1)  Each  of  CSI  and  Merger  Sub is a  corporation  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation  and has corporate  power to own its  properties and assets and to
carry on its business as presently conducted;

                  2) Each  of CSI and  Merger  Sub has the  requisite  corporate
power to effect  the  Merger  as  contemplated  by this  Merger  Agreement;  the
execution  and  delivery of this  Merger  Agreement  and each of the  agreements
required to be executed in connection  herewith did not, and the consummation of
the Merger will not, violate any provision of CSI's or Merger Sub's  Certificate
of Incorporation or Bylaws; and upon the filing by the Surviving  Corporation of
the Certificates of Merger, the Merger shall become effective;





                  3) The  respective  Board of  Directors  of CSI and Merger Sub
have taken all action  required under its  jurisdiction  of  incorporation,  its
Certificate  of  Incorporation  or its Bylaws to  authorize  the  execution  and
delivery  of this Merger  Agreement  and each of the  agreements  required to be
executed in connection herewith and the transactions contemplated hereby, and to
authorize the Merger in accordance with the terms of this Merger Agreement;  and
this  Merger  Agreement  and each of the  agreements  required to be executed in
connection  herewith  is a valid and  binding  agreement  of CSI and  Merger Sub
enforceable in accordance with its terms,  except as such  enforceability may be
limited by bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws or judicial  decisions  now or hereafter in effect  relating to  creditors'
rights generally or governing the availability of equitable relief;


                                   ARTICLE VI
                               GENERAL PROVISIONS

Section 6.01 Termination. This Merger Agreement may be terminated and the Merger
may be  abandoned  at any time  prior to the  Effective  Time by mutual  written
consent of MAI, the Stockholder and CSI, or by mutual action of their respective
Boards of Directors.

Section 6.02  Amendment.  This Merger  Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

Section 6.03 Payment of Expenses.  Stockholder shall pay all expenses related to
MAI and itself  (including  legal and accounting fees) incident to preparing for
entering into and carrying out this Merger Agreement and the consummation of the
transactions  contemplated hereby as well as for any audit fees for prior fiscal
years,  whether or not the Merger shall be  consummated.  CSI and/or  Merger Sub
shall pay all expenses  related to CSI and/or  Merger Sub  (including  legal and
accounting  fees)  incident to preparing for entering into and carrying out this
Merger Agreement and the consummation of the transactions  contemplated  hereby,
whether or not the Merger shall be consummated.

Section 6.04 Survival of Representations,  Warranties and Agreements. All of the
representations,  warranties and  agreements in this Merger  Agreement or in any
instrument  delivered  pursuant  to this  Merger  Agreement  shall  survive  the
Effective  Time,  for a period of two years from the  Closing  Date,  except for
those related to taxes, which shall survive as long as the applicable statute of
limitations.

Section  6.05  Notices.  Any  notice  or  communication  required  or  permitted
hereunder shall be in writing and either  delivered  personally,  telegraphed or
telecopied or sent by certified or registered mail,  postage prepaid,  and shall
be  deemed  to be  given,  dated  and  received  when so  delivered  personally,
telegraphed  or telecopied  or, if mailed,  five business days after the date of
mailing to the following address or telecopy number, or to such other address or
addresses as such person may subsequently designate by notice given hereunder:





                           (a) if to CSI or Merger Sub, to:

                                    Conversion Services International, Inc.
                                    100 Eagle Rock Avenue
                                    East Hanover, NJ 07936
                                    Attention: Scott Newman
                                    Fax: 973-560-9500

                                    with a copy to:

                                    Ellenoff Grossman & Schole LLP
                                    370 Lexington Avenue
                                    New York, NY 10017
                                    Attention:  Stuart Neuhauser, Esq.
                                    Fax: 212-370-7889

                           (b) if to MAI, to:

                                    McKnight Associates, Inc.
                                    5960 W. Parker Rd., Suite 278, #133
                                    Plano, TX 75093
                                    Attention: William McKnight
                                    Fax: _____

                                    with a copy to:

                                    Leggett & Clemons, PLLC
                                    2745 N. Dallas Parkway, Suite 310
                                    Plano, Texas 75093
                                    Attention:  Steve H. Clemons
                                    Fax 214 473-8685

Section 6.06 Interpretation:  Certain  Definitions.  When a reference is made in
this Merger Agreement to Sections,  such reference shall be to a Section of this
Merger Agreement unless otherwise indicated. The table of contents,  glossary of
defined terms and headings  contained in this Merger Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Merger Agreement. Whenever the word "include," "includes" or "including" is
used in this  Merger  Agreement,  it shall be deemed to be followed by the words
"without limitation." The phrase "made available" in this Merger Agreement shall
mean that the  information  referred to has been made  available if requested by
the  party to whom such  information  is to be made  available.  As used in this
Merger  Agreement,  "affiliate"  means, as to the person  specified,  any person
controlled,  controlled  by,  or under  common  control  with such  person,  and
"person"  means any  individual,  corporation,  general or limited  partnership,
limited liability company, joint venture, estate, trust or other entity.

Section 6.07 Counterparts.  This Merger Agreement may be executed in two or more
counterparts,  all of which shall be considered one and the same agreement,  and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other  parties,  it being  understood  that all
parties need not sign the same counterpart.





Section  6.08  Entire  Agreement;  No  Third-Party  Beneficiaries.  This  Merger
Agreement (together with any other documents and instruments referred to herein)
(a)  constitutes  the entire  agreement and supersedes all prior  agreements and
understandings,  both  written and oral,  among the parties  with respect to the
subject  matter  hereto and (b) is not  intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

Section 6.09  Governing  Law.  Except to the extent  Delaware law is mandatorily
applicable to the Merger,  this Merger Agreement shall be governed and construed
in accordance with the laws of the State of New Jersey, without giving effect to
the principles of conflicts of law thereof.

Section 6.10  Assignment.  Neither this Merger  Agreement nor any of the rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other  parties,  except that  Merger Sub may assign,  in its sole
discretion, any or all of its rights, interests and obligations hereunder to any
newly formed direct or indirect wholly owned  Subsidiary of CSI.  Subject to the
preceding  sentence,  this Merger  Agreement will be binding upon,  inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns.

Section 6.11 No Remedy in Certain Circumstances.  Each party agrees that, should
any  court or  other  competent  authority  hold any  provision  of this  Merger
Agreement or part hereof to be null, void or  unenforceable,  or order any party
to take any action  inconsistent  herewith  or not to take an action  consistent
herewith or required hereby,  the validity,  legality and  enforceability of the
remaining provisions and obligations  contained or set forth herein shall not in
any way be affected  or  impaired  thereby,  unless the  foregoing  inconsistent
action or the failure to take an action  constitutes  a material  breach of this
Merger  Agreement or makes the Merger  Agreement  impossible to perform in which
case this Merger Agreement shall terminate.  Except as otherwise contemplated by
this  Merger  Agreement,  to the  extent  that a party  hereto  took  an  action
inconsistent  herewith or failed to take action consistent  herewith or required
hereby pursuant to an order or judgment of a court or other competent authority,
such  party  shall not incur any  liability  or  obligation  unless  such  party
breached its obligations under Section 5.03 hereof or did not in good faith seek
to resist or object to the imposition or entering of such order or judgment.

Section 6.12  Enforcement of the Agreement.  The parties agree that  irreparable
damage  would  occur in the  event  that any of the  provisions  of this  Merger
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Merger Agreement and
to  enforce  specifically  the terms and  provisions  hereof in any court of the
United States located in the State of New Jersey,  this being in addition to any
other remedy to which they are entitled at law or in equity.  In addition,  each
of the parties hereto (a) consents to submit itself to the personal jurisdiction
of any  federal or state  court  sitting in New Jersey in the event any  dispute
between  the  parties  hereto  arises  out of this  merger  Agreement  solely in
connection  with such a suit  between the  parties,  (b) agrees that it will not
attempt to deny or defeat such personal  jurisdiction by motion or other request
for leave from any such  court and (c) agrees  that it will not bring any action
relating  to this  Merger  Agreement  in any court other than a Federal or state
court sitting in New Jersey.


                            [SIGNATURE PAGE FOLLOWS]





      IN WITNESS WHEREOF, each of the following has caused this Merger Agreement
to be signed by its respective officers thereunto duly authorized, all as of the
date first written above.


                            CONVERSION SERVICES INTERNATIONAL, INC.

                            By:/s/  Scott Newman
                               -------------------------------------------------
                            Name:     Scott Newman
                            Title:    President and Chief Executive Officer


                            MCKNIGHT ASSOCIATES, INC.

                            By:/s/  Scott Newman
                               -------------------------------------------------
                            Name:     Scott Newman
                            Title:    President and Chief Executive Officer


                            MCKNIGHT ASSOCIATES, INC.

                            By:        /s/  William McKnight
                               -------------------------------------------------
                            Name:     William McKnight
                            Title:    President


                            STOCKHOLDER

                            /s/  William McKnight
                            ----------------------------------------------------
                            WILLIAM MCKNIGHT