SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K



                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                                  May 22, 1998
                Date of Report (Date of earliest event reported)





                              ADVENT SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)




                                    Delaware
                         (State or other jurisdiction of
                                 incorporation)

                                     0-26994
                            (Commission File Number)

                                   94-2901952
                      (I.R.S. Employer Identification No.)

                               301 Brannan Street
                         San Francisco, California 94107
                    (Address of principal executive offices)

                                 (415) 543-7696
              (Registrant's telephone number, including area code)



<PAGE>




Item 2.                    Acquisition or Disposition of Assets.

                  On May 22, 1998, Advent Software, Inc., a Delaware corporation
(the "Registrant" or "Advent  Software")  acquired (the  "Acquisition")  certain
assets of Blackbaud,  Inc., a South  Carolina  corporation  ("Blackbaud")  for a
total purchase price of $6,513,210 worth of Registrant's  stock as priced on the
date of closing.

                  In connection with the Acquisition,  One Million Three Hundred
Seventy-Nine  Thousand  Two  Hundred  Sixty-Eight  Dollars  ($1,379,268)  of the
consideration  payable in connection with the Acquisition  (the "Escrow Amount")
was placed into escrow,  to be held as security  for any losses  incurred by the
Registrant  in  the  event  of  certain  breaches  by  Blackbaud  of  covenants,
representations  and warranties  contained in the Asset Purchase Agreement dated
May 22, 1998 by and between the  Registrant,  MicroEdge,  Inc.,  a  wholly-owned
subsidiary of Advent  ("MicroEdge") and Blackbaud.  A copy of the Asset Purchase
Agreement is filed as Exhibit 2.1 to this report and is  incorporated  herein by
this reference.

     The Acquisition will be treated as a purchase for financial accounting
purposes.

Item 7.           Financial Statements and Exhibits.

                  The following  financial  statements and exhibits are filed as
part of this report, where indicated.

         (a) Financial  statements of business  acquired,  prepared  pursuant to
Rule 3.05 of Regulation S-X:

                  Not applicable.

         (b) Pro forma financial  information required pursuant to Article 11 of
Regulation S-X:

                  Not applicable.

         (c) Exhibits in accordance with Item 601 of Regulation S-K:

                  Exhibits.

                  2.1      Asset Purchase  Agreement,  dated as of May 22, 1998,
                           by  and  among  Advent  Software,  Inc.,  a  Delaware
                           corporation,  MicroEdge, Inc., a New York corporation
                           and wholly-owned subsidiary of Advent, and Blackbaud,
                           Inc., a South Carolina corporation.

                  4.1      Form of Declaration of Registration Rights.


                  The Registrant agrees to supplementally furnish the Securities
                  and Exchange  Commission  with a copy of any other exhibits or
                  schedules upon request.



<PAGE>



                                INDEX TO EXHIBITS



     EXHIBIT
      NUMBER                                         DESCRIPTION


                2.1  Asset Purchase Agreement,  dated as of May 22, 1998, by and
                     among  Advent  Software,   Inc.,  a  Delaware  corporation,
                     MicroEdge,  Inc., a New York  corporation and  wholly-owned
                     subsidiary of Advent, and Blackbaud, Inc., a South Carolina
                     corporation.

                4.1  Form of Declaration of Registration Rights.




<PAGE>



                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              ADVENT SOFTWARE, INC.



Dated:   June 5, 1998                        By:      /s/ Stephanie G. DiMarco
                                                       ------------------------
                                                       Stephanie G. DiMarco
                                                       Chief Executive Officer



<PAGE>


                                                                     EXHIBIT 2.1


                            ASSET PURCHASE AGREEMENT



         THIS ASSET PURCHASE AND LICENSE  AGREEMENT  (this  "Agreement") is made
and entered into as of the 22nd day of May 1998 by and between Advent  Software,
Inc., a Delaware corporation ("Advent"), MicroEdge, Inc., a New York corporation
and a  wholly-owned  subsidiary  of  Advent  (collectively,  the  "Buyer"),  and
Blackbaud, Inc., a South Carolina corporation (the "Seller").


                                    RECITALS

          WHEREAS, Seller owns certain  grants-management  software as set forth
     below; and

         WHEREAS,  Seller wishes to sell or license to Buyer and Buyer wishes to
purchase or license,  as the case may be, from Seller,  on the terms and for the
consideration   hereinafter  provided,   all  of  the  assets,   properties  and
intellectual  property  rights  relating to the Grant  Management  Products  (as
defined   in   Section   1.2(a))   as   provided   herein   (collectively,   the
"Grant-Management Product Line");

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations and warranties contained in this Agreement, the parties agree as
follows:


                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

         1.1 Purchase and Sale. Subject to the terms and conditions contained in
this Agreement,  Seller agrees to sell, license, assign, transfer and deliver to
Buyer, as the case may be, and Buyer agrees to purchase and license, as the case
may be,  the  assets  described  in Section  1.2 below on the  Closing  Date (as
defined in Section 2.2 hereof)  free and clear of all liens,  pledges,  charges,
claims,  security  interests or other  encumbrances  of any sort  (collectively,
"Liens"), except as set forth on Schedule 3.9(b).

         1.2  Description  of  Acquired  Assets.  At the  Closing (as defined in
Section 2.2  hereof),  Seller  shall sell and deliver to Buyer,  and Buyer shall
purchase and accept from Seller,  all of Seller's  right,  title and interest in
the following:

                  (a) Grant-Management Products. The products listed on Schedule
1.2(a) attached hereto,  including all of Seller's rights and ownership interest
therein including all intellectual property rights to (subject to Section 1.5(a)
hereunder   for  rights   relating   to  the  Award   Software   Product)   (the
"Grant-Management   Products"),   and  all   technical,   design,   development,
installation,


                                                          -1-

<PAGE>



operation and maintenance information concerning the Grant-Management  Products,
including  object  code,  source code  (except for the source code for the Award
Software  Product (as defined in Schedule  1.2(a),  which shall be  deposited in
escrow in  accordance  with  Section 9  hereof),  source  documentation,  source
listings and annotations,  engineering notebooks, test data and test results, as
well as all reference  manuals and support  materials  normally  distributed  to
end-users and potential  end-users in connection  with the  distribution  of the
Grant-Management  Products as well as any other computer  programs  developed or
under  development which are related to the Grant Management  Products,  and all
copies of the Grant  Management  Products  (including  revisions  and updates in
process);  provided,  however,  that all  rights to the Award  Grant  Management
Intellectual Property shall be governed by Section 1.5(a) hereunder;

     (b) Customer and Marketing Databases.  All customer and marketing databases
listed on Schedule 1.2(b) attached hereto (if any);

                  (c)  Certain  Licenses  and  Assigned  Contracts.  All written
agreements,  licenses,  maintenance  contracts,  sublicenses,   instruments  and
undertakings  relating to the  Grant-Management  Contracts,  including  Seller's
contract rights and any accrued or contingent claims of Seller for reimbursement
or refund attached or incident  thereto (the "Assigned  Contracts") as set forth
on  Schedule  1.2(c)  attached  hereto;  provided  that (i) Buyer  shall have no
obligation  pursuant  to any  Assigned  Contract  which by its terms  requires a
consent to  assignment,  unless and until such  consent is obtained or Buyer and
Seller have reached a reasonable and mutually  agreeable  arrangement in writing
which is acceptable to Buyer with respect to such obligations in accordance with
Section 1.3 and (ii) the materials  provided  under this section in  conjunction
with the Award Grant Management  Intellectual Property shall be provided subject
to the limitations of Section 1.5(a);

                  (d) Trademarks,  Trade Names and Brand Names.  All trademarks,
trade names, brand names, trade dress, product names and other identifying marks
or packaging  relating to the Grant  Management  Product Line listed on Schedule
1.2(d); and

                  (e) Seller Claims.  All of Seller's claims other than accounts
receivable against any parties relating to any right, property or asset included
in the Acquired Assets, or against any party to an Assigned Contract,  including
without  limitation,  unliquidated  rights  under  manufacturers'  and  vendors'
warranties or guaranties; and

                  (f) Unearned  Maintenance  Revenue.  All prepaid and collected
maintenance  revenue  that is  unearned  as of June  30,  1998 as set  forth  on
Schedule  1.2(f),  and all  unpaid,  due  maintenance  revenue  relating  to any
Assigned Contract,  it being agreed and understood that such unpaid, due amounts
shall be  forwarded  to Buyer by the 15th of the month  succeeding  the month in
which such payments are received.

It is provided,  however,  that with respect to those Acquired Assets (as herein
defined)  which are  delivered  to Seller by remote  telecommunication  or other
similar  method  Buyer  shall  not take  title  or  possession  of any  tangible
manifestation of such Acquired Assets; and provided further that such


                                                          -2-

<PAGE>



tangible  manifestations  to be retained by Seller shall not represent  title to
intellectual  property.  Buyer agrees not to request to take  possession  of any
intangible  Acquired Asset by other than remote  telecommunication  means unless
expressly agreed in writing by Seller.

The items,  property  and rights  described  in (a)  through  (f) above shall be
collectively referred to as the "Acquired Assets."

         1.3 Consents and Third-Party Licenses. To Seller's knowledge,  Schedule
1.3  attached  hereto  sets forth all  material  consents  or  licenses of third
parties required for Seller to sell, license, sublicense, assign or transfer the
Acquired  Assets to Buyer.  If any  material  consent or license  identified  on
Schedule  1.3 is not  obtained  and the  transactions  contemplated  hereby  are
consummated,  Seller agrees to use its reasonable commercial efforts at Seller's
cost after the Closing Date and until such consent or license is obtained and to
cooperate with Buyer in any reasonable  arrangement acceptable to Buyer (such as
subcontracting, sublicensing or subleasing) designed to provide for Buyer all of
the benefits of Seller under such Acquired Asset  (including  enforcement of any
such  agreement  for the  benefit  of  Buyer)  and any and all  rights of Seller
arising out of the breach or cancellation of such Acquired Asset.

         1.4      Assumption of Seller's Liabilities.

                  (a) Buyer shall not assume any  liabilities  or obligations of
Seller  except for those  liabilities  and  obligations  which  Buyer  expressly
assumed pursuant to this Section 1.4.

                  (b) Effective as of the Closing,  Buyer shall assume and agree
to pay, discharge or perform, as appropriate, (i) Seller's obligations under the
Assigned  Contracts  listed on Schedule  1.2(d) attached  hereto,  provided that
Buyer  shall not assume any  Materially  Varying  Obligation  under any  Assumed
Contract (although it shall assume the other obligations  thereunder),  and (ii)
all  liabilities  and  obligations   listed  on  Schedule  1.4  attached  hereto
(collectively,  the "Assumed  Liabilities").  A "Materially  Varying Obligation"
shall refer to any obligation  (including as a result of any written  amendment)
under an  Assumed  Contract:  (A)  which  is  materially  different  in terms of
features,  functions or other  product  commitments  from those set forth in the
form or forms of maintenance  agreement attached hereto as Schedule 1.4(b)(x) or
the form or forms of license  agreement  attached hereto as Schedule  1.4(b)(y),
and (B) as to which there exists  substantial  evidence of commitment by Seller,
its representative or agent.

         1.5      Intellectual Property License.

                  (a) In  conjunction  with the transfer and  assignment  of the
Acquired Assets and subject to the conditions  contained  herein, on the Closing
Date Seller  hereby  grants to Buyer a  perpetual,  irrevocable,  royalty  free,
worldwide,  exclusive  (including as against Seller and its affiliates)  license
solely and exclusively to the Award Grant Management  Intellectual Property that
relates  solely and  exclusively to the Award  Software  Product  (including the
right to grant sublicenses) to develop,  enhance,  modify and prepare derivative
works of, and to use, perform,


                                                          -3-

<PAGE>



display,  reproduce, have reproduced,  sell and otherwise distribute,  the Award
Software Product and  enhancements  relating solely and exclusively to the Award
Software  Product and  modifications  thereof relating solely and exclusively to
the Award  Software  Product made by or for the Buyer,  including  modifications
delivered under the Technical Support Agreement attached hereof as Exhibit A and
any  other  modifications  produced  by Seller  for  Buyer's  benefit;  provided
however, that such license shall be subject to and shall not impair all existing
licenses of such Award Grant Management  Intellectual Property or those portions
of the Award  Grant  Management  Intellectual  Property  that  relate to Sellers
non-Award  software product assets.  In conjunction with the foregoing  license,
Seller agrees to execute, at Buyer's expense,  such instruments and documents as
Buyer may reasonably  request.  "Award Grant Management  Intellectual  Property"
means all patents, patent applications,  copyrights,  trademarks, service marks,
trade names,  trade  secrets,  proprietary  information,  technology  rights and
licenses,  proprietary rights and processes,  know-how, research and development
in progress,  and any and all other  intellectual  property  including,  without
limitation,  all  things  authored,  discovered,   developed,  made,  perfected,
improved, designed, engineered,  devised, acquired, produced, conceived or first
reduced to  practice  by Seller or any of its  employees  in the course of their
employment  by  Seller  and that  relate to or are used in  connection  with the
activities  of  Award  Software  Product.  Seller  hereby  grants  a  perpetual,
irrevocable,  royalty  free,  worldwide,  non-exclusive  license to Buyer to any
Award Grant Management Intellectual Property that, while not relating solely and
exclusively to the Award Software Product,  is necessary to the use of the Award
Software Product;  provided,  however, that such non-exclusive license shall not
include  any right in Buyer to  commercially  exploit in any  manner  such Award
Grant Management Intellectual Property not solely and exclusively related to the
Award   Software   Product  in  any   future   products   developed   by  Buyer.
Notwithstanding the foregoing,  "Award Grant Management  Intellectual  Property"
shall  not  include  (i) that  portion  (if any) of the Award  Grant  Management
Intellectual   Property  that  contains  proprietary   information  of  Seller's
customers  or (ii) third party  software  that  prohibits  the  transfer of such
software  as  set  forth  in  Schedule   1.5(a)(i)   and  Schedule   1.5(a)(ii),
respectively.  Buyer  acknowledges that the Award Software Product is integrated
with other  intellectual  property rights related to its other software programs
which are not being licensed  hereunder and that Buyer's license does not extend
to, nor may Buyers exploit in any manner, any intellectual property which is not
solely and exclusively  related to the Award Software Product or the Award Grant
Management  Intellectual Property or is not covered in the non-exclusive license
granted above.

                  (b) If Buyer obtains any  proprietary  information of Seller's
customers as set forth in Schedule 1.5(a)(i)  pursuant to this Agreement,  Buyer
shall hold such  information  confidential,  refrain from using such information
and deliver such information promptly to Seller.

                  (c)  Seller  agrees  not  to  modify,   amend  or  expand  the
provisions of any existing Award Grant Management Intellectual Property licenses
without the prior  consent of Buyer,  which  consent  shall not be  unreasonably
withheld.

                  (d) Buyer shall have the exclusive right to bring,  direct and
control  any  action  to  enforce  intellectual  property  rights  for the Award
Software Product. Seller shall cooperate with

                                         -4-

<PAGE>



Buyer, at Buyer's expense (except for the value of time of Seller's  employees),
in connection with any such litigation,  including without limitation by joining
as a party if necessary or appropriate and executing such documents as Buyer may
reasonably request.

                                    ARTICLE 2

                 CONSIDERATION; CLOSING; POST-CLOSING ADJUSTMENT

         2.1      Consideration.

                  (a)  Payment  of  Purchase   Price;   Assumption   of  Assumed
Liabilities.  As consideration for (i) the sale, assignment,  transfer,  license
and delivery of the Acquired  Assets by Seller to Buyer,  (ii) the  agreement by
Seller to provide the transitional  consulting services set forth in Section 6.4
hereof and (iii) the agreement by the Seller to provide  development  support as
set forth in the  Technical  Support  Agreement  attached  hereto as  Exhibit A,
Buyer,  on the terms and  conditions  set forth  herein,  shall (x)  assume  the
Assumed  Liabilities,  (y) deliver to Seller 136,000  shares of Advent's  Common
Stock (the "Buyer's Shares"), and (z) subject to the satisfaction of the revenue
targets set forth in Schedule  2.1(a),  certain  contingent  payments  set forth
therein.  Buyer shall deliver to the Escrow Agent an additional 34,000 shares of
Advent's   Common   Stock  in  escrow  (the  "Escrow   Shares")  as   additional
consideration to be delivered in accordance with Section 7 below as security for
Seller's  indemnity  obligations  under  Section 7 hereof  and as  security  for
Seller's obligations under the Technical Support Agreement.

                  (b) Adjustment of Buyer's Shares. If, between the date of this
Agreement and the Closing Date, the  outstanding  shares of Buyer's Common Stock
shall have been changed into a different  number of shares or a different  class
by reason of any reclassification,  recapitalization,  stock dividend, split-up,
combination,  exchange of shares or  readjustment,  the number of Buyer's Shares
shall be correspondingly adjusted.

                  (c) Fractional  Shares. No fractional shares of Buyer's Common
Stock shall be issued,  but in lieu thereof  Seller shall  receive from Buyer an
amount of cash equal to the value of the fractional share.

         2.2      Closing.

                  (a) Date.  The Closing under this  Agreement  (the  "Closing")
shall take place concurrently with the execution hereof at the offices of Wilson
Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto,  California,  at 10:00
A.M.  Such date on which the Closing is to be held is herein  referred to as the
"Closing Date."




                                                          -5-

<PAGE>



                  (b)      Delivery.  At the Closing:

                           (i)      Buyer  and  Seller   shall  enter  into  and
                                    deliver  the  Technical   Support  Agreement
                                    attached   hereto  as   Exhibit  A  ,  which
                                    Technical   Support  Agreement  will  become
                                    effective upon the Closing.

                           (ii)     Subject to Section  2.2(b)(v),  Buyer  shall
                                    deliver to Seller a  certificate  evidencing
                                    the  Buyer's  Shares,   or  a  copy  of  its
                                    irrevocable  letter  of  instruction  to the
                                    Buyer's transfer agent and acknowledgment by
                                    such  agent  of  Buyer's   request  for  the
                                    issuance of such certificate.

                           (iii)    Buyer shall  deliver to Seller an instrument
                                    of    assumption    of     liabilities    in
                                    substantially  the form of  Exhibit B hereto
                                    by which  Buyer  shall  assume  the  Assumed
                                    Liabilities as of the Closing.

                           (iv)     Seller  shall  deliver to Buyer all bills of
                                    sale, endorsements, assignments, consents to
                                    assignments to the extent obtained and other
                                    instruments   and  documents  as  Buyer  may
                                    reasonably request to sell, convey,  assign,
                                    transfer   and  deliver  to  Buyer  all  the
                                    Acquired    Assets,    including,    without
                                    limitation,  a  Bill  of  Sale  and  General
                                    Assignment    of    Acquired    Assets    in
                                    substantially  the from  attached  hereto as
                                    Exhibit C.

                           (v)      Seller shall  deliver to Buyer a certificate
                                    setting  forth  the  value  of  any  prepaid
                                    maintenance   services  not  yet  earned  as
                                    provided in Schedule 1.2(g), which amount is
                                    to be paid by Seller to Buyer no later  than
                                    twenty (20)  business days after the date of
                                    effectiveness  of a  registration  statement
                                    for the  Buyer's  shares  created  under the
                                    terms  set  forth  in  the   Declaration  of
                                    Registration   Rights   attached  hereto  as
                                    Exhibit F.
 .
                           (vi)     Seller  shall  deliver to Buyer a  Trademark
                                    Assignment   in   substantially   the   form
                                    attached hereto as Exhibit D.

                           (vii)    Seller  shall  deliver to Buyer a  Copyright
                                    Assignment   in   substantially   the   form
                                    attached hereto as Exhibit E.

                           (viii)   Buyer  and  Seller   shall  enter  into  and
                                    deliver  the   Declaration  of  Registration
                                    Rights  attached  hereto as Exhibit F, which
                                    will become  effective  upon the Closing and
                                    will provide, among other things, that Buyer
                                    shall use commercially reasonable efforts to
                                    file a  registration  statement with respect
                                    to the Buyer's Shares  promptly,  but in any
                                    event   within   forty-five   (45)  days  of
                                    Closing.



                                                          -6-

<PAGE>



                           (ix)     Buyer  shall  deliver  to  Seller   evidence
                                    reasonably   satisfactory  to  it  that  the
                                    shares of Buyer Common Stock issuable to the
                                    Seller  pursuant to this  Agreement and such
                                    other  shares  required to be  reserved  for
                                    issuance in connection  with the purchase of
                                    the   Acquired   Assets   shall   have  been
                                    authorized   for   listing   on  The  Nasdaq
                                    National  Market  upon  official  notice  of
                                    issuance.

                           (x)      Seller  shall  deliver  to  Buyer   evidence
                                    satisfactory  to  it  that  the  Seller  has
                                    obtained the consents, approvals and waivers
                                    required from third parties  relating to the
                                    Assigned  Contracts  so  as  to  assign  all
                                    rights of Seller  thereunder  to Buyer as of
                                    the Closing.

                           (xi)     Seller  shall   deliver  to  Buyer  a  legal
                                    opinion in  substantially  the form attached
                                    hereto  as  Exhibit  G from  Wyrick  Robbins
                                    Yates & Ponton L.L.P.,  legal counsel to the
                                    Company.

                           (xii)    Buyer  shall  deliver to the Company a legal
                                    opinion in  substantially  the form attached
                                    hereto  as  Exhibit  H from  Wilson  Sonsini
                                    Goodrich  &  Rosati,  legal  counsel  to the
                                    Buyer.


                           (xiii)   Seller and Buyer  shall  deliver or cause to
                                    be  delivered  to  one  another  such  other
                                    instruments   and  documents   necessary  or
                                    appropriate  to evidence the due  execution,
                                    delivery and performance of this Agreement.

                  (c) Taking of Necessary  Action;  Further  Action.  If, at any
time after the Closing  Date,  any further  action is  necessary or desirable to
carry out the  purposes  of this  Agreement.  The  officers  of Seller are fully
authorized  in the name Seller or  otherwise  to take,  and will take,  all such
lawful and necessary and/or desirable action.

         2.3 Sales and Use Taxes.  The sales, use and transfer taxes arising out
of the  transfer  of the  Acquired  Assets  (the  "Transfer  Taxes"),  shall  be
determined at Closing based on the Allocation described in Section 2.4 and shall
be paid by Buyer.  To the  extent  permitted  by law,  Seller  and  Buyer  shall
cooperate fully in minimizing  Transfer Taxes, which the parties hereto estimate
(based  on a  preliminary  analysis  of  the  assets  to be  transferred)  to be
tax-exempt.  To the extent a taxing  authority  provides  notice to Seller of an
audit of the Transfer Taxes, Seller shall immediately notify Buyer and Buyer and
Seller shall jointly assume  responsibility for such audit and each of Buyer and
Seller shall pay when due 50% of any  additional  Transfer  Taxes (plus interest
and penalties) ultimately assessed with respect to the transactions contemplated
by this  Agreement.  Buyer and Seller  shall have joint  authority  to  control,
settle or defend any proposed  adjustment  to the  Transfer  Taxes and Buyer and
Seller  shall  cooperate  fully,  in the defense or  settlement  of any proposed
adjustment to Transfer Taxes.


                                                          -7-

<PAGE>



         2.4  Allocation.  The  purchase  and  sale of the  Acquired  Assets  is
intended to constitute a taxable transaction for federal income tax purposes and
the parties shall take no action inconsistent with such treatment.  The Purchase
Price shall be allocated as follows:  81% to purchased software,  9% to customer
lists and 10% to a covenant not to compete. Each of the parties hereto agrees to
report this  transaction as an acquisition for state and federal tax purposes in
accordance with such allocation.



                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller  represents  and  warrants  to Buyer as of the  date  hereof  as
follows:


         3.1 Organization of Seller.  Seller is a corporation duly  incorporated
and validly  existing under the laws of the State of South Carolina and has full
corporate power and authority to carry on the business of the  Grants-Management
Product Line as it is now being conducted and to own the Acquired Assets. Seller
is duly  qualified or licensed to do business as a foreign  corporation  in good
standing in every  jurisdiction in which the ownership of the Acquired Assets or
the conduct of the business of the Grants-Management  Product Line requires such
qualification,  except where the failure to so qualify or be licensed  would not
have a material  adverse  effect on the business or  financial  condition of the
Grants- Management Products.

         3.2 Due Authorization.  Seller has the corporate power and authority to
execute and deliver this Agreement,  and each document,  instrument or agreement
contemplated  hereby,  and to perform its obligations  hereunder and thereunder.
The  execution,  delivery and  performance  of this Agreement and each document,
instrument or agreement  executed  pursuant to this  Agreement by Seller and the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized by all necessary corporate action.

         3.3  Due  Execution  and  Enforceability.   This  Agreement,  and  each
document,  instrument or agreement executed pursuant to this Agreement by Seller
have been duly executed and delivered by Seller, and assuming due authorization,
execution and delivery by Buyer, this Agreement and each document, instrument or
agreement  executed  pursuant to this Agreement by Seller  constitute the legal,
valid  and  binding  obligations  of  Seller,   enforceable  against  Seller  in
accordance with their terms.

         3.4 No Conflict. The execution and delivery of this Agreement, and each
document,  instrument or agreement  executed  pursuant to this Agreement and the
performance of Seller's  obligations  hereunder and  thereunder,  (i) are not in
violation  or breach  of, and will not  conflict  with or  constitute  a default
under, any of the terms of the certificate of incorporation or bylaws of Seller,

                                          -8-

<PAGE>



or, except as provided in Schedule 1.2(c), any material  contract,  agreement or
commitment binding upon Seller or any of the Acquired Assets; and (ii) will not,
to the knowledge of Seller,  conflict with or violate any applicable  law, rule,
regulation,   judgment,   order  or  decree  of  any  government,   governmental
instrumentality or court having  jurisdiction over Seller or any of the Acquired
Assets.

         3.5 Consents and  Approvals of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or  regulatory  authority  is  required  to be made or obtained by
Seller in  connection  with the  execution,  delivery  and  performance  of this
Agreement,  the License and each  document,  instrument  and agreement  executed
pursuant to this Agreement.

         3.6      Proprietary Rights and Ownership.

                  (a)  Ownership.  Subject to  Schedule  1.2(c),  Seller owns or
possesses  licenses  or other  rights to  exploit  the  Acquired  Assets and the
intellectual  property  licensed as part of the  Acquired  Assets  (collectively
referred  to as  "Proprietary  Rights")  and has the  rights  to  sell,  assign,
transfer,  license  and  deliver,  as  applicable,  such  Proprietary  Rights as
contemplated herein.

                  (b) No  Infringement.  Except (i) as set forth in Schedule 3.6
attached  hereto,  or (ii) to the extent that any such conflict or  infringement
(or assertion  thereof) would not have a material adverse effect on the value of
the Grants-Management Products or the Grants-Management Product Line to Buyer (a
"Material  Adverse  Effect"),  the  Proprietary  Rights do not conflict  with or
infringe,  and no one has asserted to Seller that such rights  conflict  with or
infringe,  any proprietary rights, owned,  possessed or used by any third party.
There are no claims, disputes,  actions,  proceedings,  suits or appeals pending
against Seller with respect to any Proprietary Rights (other than those, if any,
with respect to which service of process or similar notice may not yet have been
made on Seller), and to the actual knowledge of Seller, none has been threatened
against Seller. Except (i) as set forth in Schedule 3.6 or as limited in Section
1.5,  or (ii) to the  extent any such  claim  would not have a Material  Adverse
Effect,  there are no facts or alleged facts which would  reasonably  serve as a
basis  for any claim  that  Seller  does not have the right to use,  free of any
rights or claims of others, all Proprietary  Rights in the design,  development,
manufacture,  use,  sale and other  disposition  of any or all  products  in the
Grants-Management  Product Line and services presently being used,  furnished or
sold in the conduct of the business of the Grants-Management  Product Line as it
has been and is now being conducted.

                  (c)  Effective  Transfer of  Necessary  Rights.  Except as set
forth in Schedules  1.3 and 3.6 by means of this  Agreement,  together  with the
documents,  instruments and agreements contemplated hereby, Seller will transfer
good and marketable title to all Acquired Assets and Proprietary Rights.  Except
as set forth in  Schedules  1.3 and 3.6, by means of the license in Section 1.5,
together with the documents,  instruments and agreements  contemplated  thereby,
Seller  will  transfer  to Buyer a good and valid  license  to the  Award  Grant
Management  Intellectual  Property and the related  proprietary  rights  covered
thereby.  Except as set forth in Schedules  1.3 and 3.6 or as limited in Section
1.5, the Acquired Assets and related  Proprietary  Rights sold to Buyer pursuant
to


                                                          -9-

<PAGE>



this  Agreement,  and the documents,  instruments  and  agreements  contemplated
hereby and thereby,  will transfer to Buyer all necessary  intellectual property
rights  required  by Buyer  to  conduct  the  business  of  Buyer  as  presently
conducted.

         3.7 Contracts.  Each of the Assigned  Contracts referred to on Schedule
1.2(c) to this Agreement is a legal,  binding and  enforceable  obligation by or
against  Seller,  subject to the effect of  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar federal or state laws affecting the
rights of creditors  and the effect or  availability  of rules of law  governing
specific performance,  injunctive relief or other equitable remedies (regardless
of whether any such remedy is  considered  in a proceeding at law or in equity).
Except as set forth in Schedule  1.2(c),  Seller has not  breached,  violated or
defaulted  in any  material  respect  under,  or  received  notice  that  it has
breached,  violated or defaulted in any material respect under, any of the terms
or conditions of any agreement required to be set forth in Schedule 1.2(c). Each
Assigned Contract is in full force and effect and, except as otherwise disclosed
in Schedule 1.2(c),  is not subject to any material default  thereunder of which
Seller has knowledge by any party obligated to Seller pursuant  thereto.  Seller
has  obtained  all material  consents,  waivers and  approvals of parties to any
Assigned  Contract as are required to assign all rights and benefits  thereunder
to Buyer as of the Closing.

         3.8 Restrictions on Business  Activities.  Except on Schedule 3.8 or as
provided  by  this  Agreement,  there  is no  agreement,  commitment,  judgment,
injunction,  order or decree  binding  upon Seller,  the Acquired  Assets or, to
Seller's  knowledge,  any employee of Seller,  which has or could  reasonably be
expected to have the effect of prohibiting or impairing in any material  respect
any use by Buyer of the Acquired Assets following the Closing to the extent used
in the manner generally used prior to the Closing Date.

         3.9      Title to Assets.

                  (a)  Seller neither owns nor leases any real property relating
 to the Acquired Assets.

                  (b)  Seller  has good and valid  title to,  or, in the case of
leased or licensed properties, valid leasehold interests in, or licenses to, all
of the  Acquired  Assets,  free and clear of any Liens,  except as  reflected in
Schedule 3.9(b).

         3.10 Share Acquisition Entirely for Own Account. This Agreement is made
with Seller in reliance upon Seller's representation to Buyer, which by Seller's
execution of this Agreement Seller hereby confirms,  that the Buyer's Shares and
the Escrow Shares to be acquired by Seller will be acquired for  investment  for
Seller's  own  account,  not as a nominee  or agent,  and not with a view to the
resale or  distribution  of any part  thereof,  and that  Seller  has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same. By executing this  Agreement,  Seller further  represents  that Seller
does not have any  contract,  undertaking,  agreement  or  arrangement  with any
person to sell, transfer or grant  participations to such person or to any third
person,  with  respect  to any of the  shares of  Buyer's  Shares and the Escrow
Shares.


                                                         -10-

<PAGE>



         3.11 Reliance Upon Seller's  Representations.  Seller  understands that
the Buyer's Shares and the Escrow Shares are not registered under the Securities
Act on the ground that the sale provided for in this  Agreement and the issuance
of securities  hereunder is exempt from  registration  under the  Securities Act
pursuant  to section  4(2)  thereof,  and that the  Company's  reliance  on such
exemption is based on Seller's representations set forth herein.

         3.12 Receipt of  Information.  Seller  believes it has received all the
information  it considers  necessary  or  appropriate  for  deciding  whether to
acquire the Buyer's Shares and the Escrow Shares. Seller further represents that
it has had an  opportunity  to ask  questions  and  receive  answers  from Buyer
regarding the business,  properties,  prospects and financial condition of Buyer
and to  obtain  additional  information  (to the  extent  Buyer  possessed  such
information  or  could  acquire  it  without  unreasonable  effort  or  expense)
necessary to verify the accuracy of any information  furnished to it or to which
it had access.

         3.13  Investment  Experience.  Seller is  experienced in evaluating and
investing in securities and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment,  and has such knowledge and experience
in financial and business  matters that it is capable of  evaluating  the merits
and risks of the investment in the Buyer's Shares and Escrow Shares.


         3.14 Restricted Securities.  Seller understands that the Buyer's Shares
and Escrow Shares may not be sold,  transferred or otherwise disposed of without
registration under the Securities Act or an exemption therefrom, and that in the
absence of an effective  registration  statement covering the Buyer's Shares and
Escrow Shares or an available  exemption from registration  under the Securities
Act,  the Buyer's  Shares and Escrow  Shares must be held  indefinitely.  To the
extent  applicable,  each  certificate or other  document  evidencing any of the
Buyer's   Shares  and  Escrow  Shares  shall  be  endorsed  with  the  following
restrictive legend:

                  "THE SHARES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
                  NOT BE SOLD, TRANSFERRED,  ASSIGNED,  PLEDGED, OR HYPOTHECATED
                  ABSENT  AN  EFFECTIVE   REGISTRATION   THEREOF,  OR  EXEMPTION
                  THEREUNDER,  UNDER  SUCH  ACT  OR  COMPLIANCE  WITH  RULE  144
                  PROMULGATED UNDER SUCH ACT."

                  Seller covenants that,  except to the extent such restrictions
are waived by Buyer,  Seller shall not transfer  the shares  represented  by any
such certificate  without complying with the restrictions on transfer  described
in such  legend.  Seller  may sell the  Buyer's  Shares  and  Escrow  Shares  in
compliance with Rule 144 promulgated  under the Securities Act without providing
Buyer or any of its  representatives  an opinion of counsel  regarding such sale
and with an  opinion  of  counsel in  reliance  on any other  exemption.  Seller
agrees-to  provide  Buyer with  notice of any sale of Buyer's  Shares and Escrow
Shares no later than immediately  prior to placing an order with a broker or, if
not sold  through a broker,  at the time of closing an agreement to sell Buyer's
Shares and Escrow Shares,


                                                         -11-

<PAGE>



and,  to the extent  practicable,  Seller  will use its best  efforts to provide
Buyer 48 hours advance notice of any such sale.

         3.15  Information  Supplied.  Seller  has made  available  to Buyer all
information  reasonably  requested by Buyer. To Seller's  knowledge,  Seller has
disclosed to Buyer all information in Seller's  possession  related to the Grant
Management Product Line that Seller believes is material to the Grant Management
Products and that is not otherwise publicly available.

         3.16  Taxes.  To the extent a failure to do so would  adversely  affect
Buyer, the Acquired Assets or Buyer's use of the Acquired Assets, (i) Seller has
timely filed within the time the period for filing or any extension granted with
respect thereto, all federal, state, local and foreign tax returns,  reports and
estimates ("Returns") which it is required to file relating or pertaining to any
and all  taxes  attributable  to or levied  upon the  Acquired  Assets  and such
Returns are true and correct,  and (ii) paid any and all taxes it is required to
pay in connection with the taxable  periods to which such Returns relate.  There
are (and  immediately  following  the Closing there will be) no liens or similar
encumbrances on the Acquired Assets relating or pertaining to taxes, except with
respect to taxes not yet due and  payable.  Seller has no knowledge of any basis
for the assertion of any claims which, if adversely determined,  would result in
a lien or other  encumbrance  relating or  pertaining  to taxes on the  Acquired
Assets.

         3.17 Brokers' or Finders' Fees. Seller is not a party to, or in any way
obligated under, and has no knowledge of, any contract or outstanding  claim for
the  payment of any  broker's  or finder's  fee in  connection  with the origin,
negotiation, execution or performance of this Agreement, the nonpayment of which
could  result in the  placement of a lien or other  encumbrance  on the Acquired
Assets, or a claim against Buyer or its Affiliates.

         3.18  Representations  Complete.  To the best knowledge of the Company,
none of the representations or warranties made by the Company, nor any statement
made in any schedule or  certificate  furnished by the Company  pursuant to this
Agreement,  contains any untrue  statement of a material fact, or omits to state
any material fact necessary in order to make the statements  contained herein or
therein, in the light of the circumstances under which made, not misleading.


                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as of the date hereof and as of
the date hereof:

         4.1 Organization of Buyer. Buyer is a corporation duly incorporated and
validly  existing under the laws of the State of Delaware and has full corporate
power and authority to carry on its business as it is now being conducted and to
own the properties and assets it now owns.



                                                         -12-

<PAGE>



         4.2 Due  Authorization.  Buyer has the corporate power and authority to
execute and deliver this  Agreement and each  document,  instrument or agreement
contemplated hereby,  including but not limited to the documents and instruments
to be delivered by it at the closing,  and to perform its obligations  hereunder
and  thereunder.  The execution,  delivery and performance of this Agreement and
each document,  instrument or agreement  executed  pursuant to this Agreement by
Buyer and the consummation of the transactions  contemplated  hereby and thereby
have been duly authorized by all necessary corporate action.

         4.3 Due Execution and Enforceability. This Agreement and each document,
instrument or agreement executed pursuant to this Agreement by Buyer,  including
but not limited to the License,  have been duly executed and delivered by Buyer,
and assuming due authorization, execution and delivery by Seller, this Agreement
and each document,  instrument or agreement  executed pursuant to this Agreement
by Buyer, including but not limited to the License,  constitute the legal, valid
and binding  obligations of Buyer,  enforceable against Buyer in accordance with
their terms.


         4.4 No Conflict.  The execution and delivery of this Agreement and each
document,  instrument or agreement executed pursuant to this Agreement,  and the
performance  of Buyer's  obligations  hereunder and  thereunder,  (i) are not in
violation  or breach  of, and will not  conflict  with or  constitute  a default
under,  any of the terms of the articles of incorporation or bylaws of Buyer, or
any material contract,  agreement or commitment binding upon Buyer or any of its
assets or  properties;  and (ii) will not, to the  knowledge of Buyer,  conflict
with or violate any applicable law, rule, regulation,  judgment, order or decree
of any government,  governmental  instrumentality  or court having  jurisdiction
over Buyer or any of its assets or properties.

         4.5 Consents and  Approvals of  Governmental  Authorities.  No consent,
approvals or authorization of, or declaration,  filing or registration with, any
governmental or regulatory authority is required to be made or obtained by Buyer
in connection with the execution, delivery and performance of this Agreement and
each document, instrument and agreement executed pursuant to this Agreement.

         4.6 SEC  Documents.  Buyer  has  made  available  to  Seller a true and
complete copy of Buyer's Form 10-K for the year ended December 31, 1997, and any
other statement,  report,  registration  statement or definitive proxy statement
filed by Buyer with the SEC since  December  31, 1997 to the  Closing  Date (the
"Buyer SEC Documents").  As of their respective filing dates, Buyer has made all
necessary  SEC  filings,  the Buyer SEC  Documents  comply or will comply in all
material  respects with the  requirements  of the Exchange Act or the Securities
Act,  as the case may be,  and none of the Buyer  SEC  Documents  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements made therein,  in light
of the  circumstances  in which they were made,  not  misleading,  except to the
extent  corrected by a document  subsequently  filed with the SEC. The financial
statements of Buyer, including the notes thereto,  included in the SEC Documents
(the "Buyer Financial  Statements")  comply as to form in all material  respects
with applicable accounting requirements and with the published rules and


                                                         -13-

<PAGE>



regulations  of the SEC with respect  thereto,  have been prepared in accordance
with GAAP consistently  applied (except as may be indicated in the notes thereto
or, in the case of unaudited  statements,  as permitted by Form 10-Q of the SEC)
and present  fairly the  consolidated  financial  position of Buyer at the dates
thereof and the  consolidated  results of its  operations and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
audit adjustments). There has been no change in Buyer accounting policies except
as  described  in the  notes  to the  Buyer  Financial  Statements.  To  Buyer's
knowledge,  since the most recent filing of Buyer SEC Documents, there have been
no material adverse events which have occurred with respect to the Buyer.

         4.7 Shares of Common Stock.  The shares of Buyer's  Common Stock,  when
issued and  delivered  to Seller or the  Escrow  Agent in  accordance  with this
Agreement,   will  be  duly   authorized,   validly   issued,   fully  paid  and
nonassessable.

         4.8 Brokers' or Finders'  Fees.  Buyer is not a party to, or in any way
obligated under, and has no knowledge of, any contract or outstanding  claim for
the  payment of any  broker's  or finder's  fee in  connection  with the origin,
negotiation, execution or performance of this Agreement, the nonpayment of which
could  result in the  placement of a lien or other  encumbrance  on the Acquired
Assets, or a claim against Buyer or its affiliates.


                                    ARTICLE 5

                         CERTAIN POST-CLOSING COVENANTS

         5.1 Good Faith; Further Assurances. Each party, upon the request of the
other party from time to time after Closing,  shall execute and deliver, and use
their reasonable  efforts to cause other persons to execute and deliver,  to the
other party all such further documents and instruments, and will do or use their
reasonable  efforts to cause to be done such  other  acts,  as either  party may
reasonably  request  more  completely  to  consummate  and  make  effective  the
transactions  contemplated hereby. After the Closing Date, Seller shall endeavor
in good faith to  provide,  consistent  with any  contractual  limitations,  the
information  required by Buyer necessary to understand and enforce the rights it
may have with respect to intellectual property under the Assigned Contracts.

     5.2 Performance of Materially Varying Obligations. Seller shall perform all
Materially Varying Obligations to the reasonable satisfaction of Buyer.

         5.3 Grant  Management  Product  Support.  Seller shall  provide,  for a
period  of up to eight (8)  months  following  the  Closing  telephone  customer
support with the transition of the business of Grant-Management  Product Line to
Buyer.  Such support calls  received by Buyer will be  transferred to Seller for
response.  Additionally,  Seller will train  buyer's  staff to provide  customer
support;  provided,  however, Buyer will pay all travel expenses related to such
training  by Seller.  If after the  initial  eight (8) month  period,  described
above, Buyer continues to require Seller to respond to such


                                                         -14-

<PAGE>



support calls,  Buyer will pay Seller a penalty of $33,333 per month for one (1)
additional month of support.

         5.4 Qualified Leads.  Buyer and Seller agree to provide each other with
qualified  leads for their  respective  businesses.  A finder's fee equal to ten
percent  (10%) of the initial  license fees  generated  out of a referral from a
particular  party will be awarded  to such party upon  collection  of such fees.
Each party agrees that fifty  percent  (50%) of such finders fee will be paid to
the employee or employees who generated the qualified lead.

         5.5      Confidentiality.

                  (a) Confidentiality Between the Parties. For a period of up to
two years  following  the  Closing,  Seller may  disclose  to Buyer  information
concerning  the  business,  properties  and  personnel of the  Grants-Management
Products or of Seller.  All such information,  to the extent it would constitute
Confidential  Information  under that certain  Advent  Non-Disclosure  Agreement
dated as of March 12, 1998 (the "Non-Disclosure  Agreement"),  shall be governed
by the terms of the Non-Disclosure Agreement. Buyer's obligation with respect to
such Confidential  Information as provided in the Non-Disclosure Agreement shall
continue for a period of two years  following  the dates of  disclosure  of such
Confidential Information.

                  (b) Non-Disclosure of Information. For two years from the date
hereof, Seller shall not disclose to any party for the purpose of assisting such
party to manufacture or sell Grant Management  Products,  any of the information
regarding  the  Grants-Management   Product  Line  that  Seller  has  heretofore
maintained as confidential or proprietary;  provided,  however that Seller shall
not be required to treat as confidential  or proprietary  any information  which
has become  publicly  known and generally  available  through no wrongful act of
Seller or which is  required  to be  disclosed  by  Seller  by law after  making
commercially reasonable efforts to avoid such disclosure allowed by law.

         5.6  Non-Solicitation.  Buyer  shall  not,  for a period  of two  years
following the Closing, solicit the employment of any Seller employee.


                                    ARTICLE 6

                                 NON-COMPETITION

         6.1  Agreement  by Seller.  From and after the  Closing  Date,  neither
Seller nor any of its more than 50% owned subsidiaries,  or similarly controlled
entities,  shall, during the period commencing on the Closing Date and ending on
the completion of the tenth (10th) full year after the Closing Date:



                                                         -15-

<PAGE>



                  (a) Develop, distribute, manufacture, sell or design, products
performing functions similar to the Grants-Management  Product Line, or relating
to management of charitable  grants or awards more generally,  or grant licenses
with the purpose of assisting a third party to do any of the foregoing;

                  (b) Invest in or acquire  any  company  the  majority of whose
revenues  are derived  from the sale of  Grants-Management  Products if Seller's
aggregate  holdings  would  exceed two percent  (2%) of the  outstanding  voting
securities of such company as to a publicly-traded company, or five percent (5%)
as to a private company; and

                  (c) Except as Buyer may allow, permit an employee of Seller on
behalf of Seller to serve on the board of directors  of any business  entity the
majority  of whose  revenues  are  derived  from  the sale of  Grants-Management
Products.

Notwithstanding  the  foregoing,  Seller  shall  at any  time  after  the  fifth
anniversary  of the Closing  Date be entitled to acquire a company  that derives
less than 50% of its revenues from the sale of Grants-Management  Products. This
covenant not to compete shall  terminate  immediately and  automatically  in the
event that the Buyer shall no longer  engage in any  business in the  commercial
market for the Grants-Management Products.

         6.2  Agreement by Buyer.  Buyer shall not acquire or develop a software
product to be used primarily in the fundraising or fund  accounting  business in
the United States, or a company which has developed such a product, for a period
of three years from the Closing Date. After the third anniversary of the Closing
Date,  Buyer may acquire a company which licenses,  owns or is developing such a
product or products, so long as such product or products do not account for more
than 50% of such company's revenues.  After the third anniversary of the Closing
Date, Buyer shall have no such restriction.


                                    ARTICLE 7

          SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNITY; ESCROW

         7.1  Survival of  Representations  and  Warranties.  All of Buyer's and
Seller's  representations,  warranties  in this  Agreement or in any  instrument
delivered  pursuant to this Agreement  (each as modified by Seller's  disclosure
schedules)  shall survive the Closing and continue  until 5:00 p.m.,  California
time until the date  which is fifteen  (15)  months  following  the date of this
Agreement (the  "Expiration  Date").  Covenants and agreements  hereunder  shall
survive the Closing Date.

         7.2  Indemnification by Seller.  Except as otherwise expressly provided
in this Article 7, Seller shall  defend,  indemnify  and hold  harmless  each of
Buyer  and  its  directors,  officers  and  affiliates  (collectively,   "Seller
Indemnitees"), and shall reimburse Seller Indemnitees, for, from and


                                                         -16-

<PAGE>



against  each and every  claim,  loss (which  shall  include any  diminution  in
value),  liability,  judgment,  damage,  cost and  expense  (including,  without
limitation, interest, penalties, costs of preparation and investigation, and the
reasonable fees, disbursements and expenses of attorneys,  accountants and other
professional advisors) (collectively, "Loss" or "Losses") imposed on or incurred
by Seller  Indemnitees  resulting  from or  arising  out of  (including  without
limitation,  resulting from or arising out of any claim made by any third party)
a breach of Seller's representations, warranties or covenants in this Agreement.

         7.3 Indemnification by Buyer. Except as otherwise expressly provided in
this Article 7, Buyer shall  defend,  indemnify and hold harmless each of Seller
and its directors, officers and affiliates (collectively,  "Buyer Indemnitees"),
and shall reimburse Buyer Indemnitees, for, from and against each and every Loss
imposed on or incurred  by Buyer  Indemnitees  resulting  from or arising out of
(including without  limitation,  resulting from or arising out of any claim made
by any third party) a breach of Buyer's representations, warranties or covenants
in this Agreement.

         7.4 Notice and Defense of Third-Party  Claims. If any action,  claim or
proceeding  shall be brought or asserted under this Article 7 against any Seller
Indemnitee or Buyer Indemnitee (each an "Indemnified  Person") in respect of any
claim by a third party for which  indemnity  may be sought  under this Article 7
from  an  indemnifying  person  or  any  successor  thereto  (the  "Indemnifying
Person"), the Indemnified Person shall give prompt written notice of such action
or claim to the  Indemnifying  Person  who shall  assume  the  defense  thereof,
including the employment of counsel  reasonably  satisfactory to the Indemnified
Person and the payment of all  expenses;  except that any delay or failure so to
notify the  Indemnifying  Person shall  relieve the  Indemnifying  Person of its
obligations  hereunder only to the extent,  if at all, that (A) it is prejudiced
by reason of such delay or failure,  or (B) the Indemnified Person fails to give
notice of its  claim.  The  Indemnified  Person  shall  have the right to employ
separate counsel in any of the foregoing  actions,  claims or proceedings and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of the  Indemnified  Person unless both the  Indemnified
Person and the  Indemnifying  Person are named as  parties  and the  Indemnified
Person shall in good faith determine that  representation by the same counsel is
inappropriate.  In the event that the  Indemnifying  Person,  within thirty (30)
days  after  notice of any such  action or claim,  fails to assume  the  defense
thereof, the Indemnified Person shall have the right to undertake the good faith
defense  of such  action,  claim or  proceeding  for the  account  of and at the
expense of the  Indemnifying  Person,  subject to the right of the  Indemnifying
Person to assume the defense of such  action,  claim or  proceeding  at any time
prior to the settlement,  compromise or final determination thereof. Anything in
this  Article 7 to the contrary  notwithstanding,  (a) the  Indemnifying  Person
shall not,  without the Indemnified  Person's prior written  consent,  settle or
compromise  any  action or claim or consent  to the entry of any  judgment  with
respect to any action, claim or proceeding for anything other than money damages
paid by the Indemnifying  Person, and (b) the Indemnified Party shall not settle
or  compromise  any  action or claim or  consent  to the entry of any  judgment,
except  where the  Indemnifying  Person has failed to assume the defense of such
action or claim, and then only with the prior consent of the Indemnifying Party,
which shall not be unreasonably  withheld.  The Indemnifying Person may, without
the  Indemnified  Person's prior consent,  settle or compromise any such action,
claim or proceeding or


                                                         -17-

<PAGE>



consent to entry of any  judgment  with respect to any such action or claim that
requires solely the payment of money damages by the Indemnifying Person.

         7.5 Limitation of Remedies.  Each of Buyer and Seller  acknowledges and
agrees that absent fraud its sole and  exclusive  remedy with respect to any and
all claims relating to the subject matter of this Agreement shall be pursuant to
the  indemnification  and (only in the case of Buyer) the escrow  provisions set
forth in this  Article 7. In  furtherance  of the  foregoing,  each of Buyer and
Seller hereby waives,  absent fraud by the other, any and all rights, claims and
causes of action it may have against the other  arising  under or based upon any
Federal, state or local statute, law, ordinance,  rule or regulation (including,
without limitation,  any such relating to environmental matters or arising under
or based upon common law or otherwise).

         7.6 Minimum;  Maximum.  Notwithstanding  the other  provisions  of this
Article 7 and absent  fraud,  neither  party shall be required to indemnify  the
other  unless  all  claims  individually  or in the  aggregate  of one party for
indemnification,  either actual or reasonably estimable, exceed a minimum amount
of $50,000. If the claims of one party exceed such minimum,  that party may seek
indemnification   for  its  entire  claim,   including   such  minimum   amount.
Notwithstanding  the other  provisions of this Article 7 and absent  fraud,  the
maximum amount payable by Seller for all claims of indemnification shall consist
of the value of 34,000  shares on the Closing  Date plus the value of all shares
released from escrow to settle claims under the  Technical  Support  Agreement),
and the maximum amount payable by Buyer for all claims of indemnification  other
than for failure to deliver the Buyer shares and the Escrow Shares in connection
with the  Closing  shall  consist of the value of 34,000  shares on the  Closing
Date.

         7.7      Escrow Arrangements.

                  (a) Escrow Fund. Within one business day of the Closing, Buyer
shall  deposit into an escrow  account (the "Escrow  Account"),  in respect of a
portion of the  purchase  price,  34,000  Shares of Buyer Common Stock (i) to be
released  in  accordance  with the terms  hereof  and of the  Technical  Support
Agreement and (ii) as partial  security for the indemnity  obligations of Seller
hereunder.  The Escrow Amount will be deposited  with U.S.  Bank Trust  National
Association  (or other  institution  acceptable  to Buyer and  Seller) as Escrow
Agent (the  "Escrow  Agent"),  such  deposit to  constitute  an escrow fund (the
"Escrow  Fund") to be governed by the terms set forth herein and at Buyer's cost
and expense.  The Escrow Fund shall be  available as security for the  indemnity
obligations  of Seller set forth in this Article 7 and for security for Seller's
breaches as defined in the  Technical  Support  Agreement  and shall  constitute
Buyer's  initial  remedy with  respect to such  indemnity  obligations  and such
breaches.  Buyer may not receive any funds from the Escrow Fund unless and until
Officer's  Certificates (as defined in paragraph (d) below) identifying  Losses,
the aggregate amount of which exceed $50,000,  have been delivered to the Escrow
Agent as provided in  paragraph  (e); in such case,  Buyer may recover  from the
Escrow Fund the total of its Losses, including the first $50,000.



                                                         -18-

<PAGE>



                  (b) Escrow  Period;  Distribution  upon  Termination of Escrow
Periods.  Subject to the  following  requirements,  the Escrow  Fund shall be in
existence  immediately  following the Closing and shall  terminate at 5:00 p.m.,
California time, on the fifteen (15) month  anniversary of the Closing Date (the
"Escrow  Period")  and the Escrow  Agent shall  endorse such shares in blank and
deliver such shares immediately to Seller; provided that the Escrow Period shall
not  terminate  with  respect to such  amount (or some  portion  thereof),  that
together with the aggregate  amount remaining in the Escrow Fund is necessary in
the  reasonable  judgment of Buyer,  subject to the  objection of Seller and the
subsequent  arbitration  of the matter in the manner  provided in Section 7.7(f)
hereof,  to satisfy any unsatisfied  claims  concerning facts and  circumstances
existing  prior  to the  termination  of such  Escrow  Period  specified  in any
Officer's  Certificate  delivered  to the Escrow  Agent in good  faith  prior to
termination  of such  Escrow  Period.  As  soon as all  such  claims  have  been
resolved,  the Escrow Agent shall deliver to Seller the remaining portion of the
Escrow Fund not required to satisfy such claims.

                  (c) Protection and Investment of Escrow Fund. The Escrow Agent
shall hold and safeguard the Escrow Fund during the Escrow  Period,  shall treat
such fund as a trust fund in accordance with the terms of this Agreement and not
as the  property  of Buyer and shall hold and dispose of the Escrow Fund only in
accordance with the terms hereof.

                  (d)      Claims Upon Escrow Fund.

                           (i)      With respect to claims of Losses under
Section 7.2,  upon receipt by the Escrow Agent at any time on or before the last
day of the Escrow  Period of a  certificate  signed by any  officer of Buyer (an
"Officer's Certificate"): (A) stating that Buyer has paid or properly accrued or
reasonably anticipates that it will have to pay or accrue Losses, (B) specifying
in reasonable  detail the individual  items of Losses  included in the amount so
stated,  the date each such item was paid or properly accrued,  or the basis for
such anticipated liability,  and the nature of the misrepresentation,  breach of
warranty  or  covenant to which such item is  related,  and (C)  specifying  the
requested  total amount to be  delivered by the Escrow Agent to Buyer  utilizing
the formulas set forth below, the Escrow Agent shall,  subject to the provisions
of Section 7.7(e)  hereof,  deliver to Buyer out of the Escrow Fund, as promptly
as  practicable,  an amount held in the Escrow Fund equal to such Losses,  based
upon the value of the Escrow Shares as determined by the closing price as listed
in the Wall Street  Journal of Buyer Common Stock on the date of delivery to the
Escrow Agent of the Officer's Certificate  describing such Losses and as rounded
to the nearest whole share.

                           (ii)     With respect to claims under Section
7.7(a)(i),  upon  receipt by the Escrow Agent of an  Officer's  Certificate  (A)
stating that Seller has breached the  provisions of this Section and the Support
Agreement,  (B) specifying in reasonable  detail the nature of such breach,  and
(C) specifying the requested total amount to be delivered by the Escrow Agent to
Buyer utilizing the formulas set forth in this section,  the Escrow Agent shall,
subject to the provisions of Section 7.7(e),  deliver to Buyer out of the Escrow
Fund, as promptly as practicable, an amount determined by the following formula:
(I) If  corrections  of each  category of defect set forth below are not made in
the number of business  days after Advent  reports such defect to Blackbaud  set
forth opposite such


                                                         -19-

<PAGE>



category,  the Escrow  Agent shall  deliver to Buyer shares from the Escrow Fund
having a value  equal to the  number  of  licenses  impacted  by the  defect  as
determined by a report,  whether oral,  written,  or by e-mail,  from a licensee
multiplied by 20% of the license fee paid by such impacted  licensees as rounded
to the nearest whole share:

         Low Status Defects                          24 business days
         Medium Status Defects                       33 business days
         High Status Defects                         31 business days
         Critical Status Defects                     13 business days

                           (iii) In addition, if corrections of each category of
defect set forth below are
still not made in the number of business days  (cumulative  from the date Advent
reports such defect to Blackbaud,  rather than  incremental)  set forth opposite
such  category,  the Escrow Agent,  upon receipt of a new Officer's  Certificate
setting  forth  the same  informational  requirements  listed  above in  Section
7.7(d)(i),  shall also deliver to Buyer  additional  shares from the Escrow Fund
having a value  equal  to the  number  of  licenses  impacted  and  reported  by
Licensees  by the  defect  multiplied  by 20% of the  license  fee  paid by such
impacted licensees (it being understood that such additional penalty shall bring
the total  cumulative  penalty to 40% of the  licensee  fee paid by the impacted
customers, and that having such defects outstanding during the period triggering
such  additional  penalty  shall be  referred  to herein as the  "Extra  Penalty
Phase") as rounded to the nearest whole share:

         High Status Defects                         36 business days
         Critical Status Defects                     18 business days

                           (iv) For purposes of this  Section,  defect is deemed
to be closed when Seller
sends a correction to any customer reporting a defect.  Buyers acknowledged that
defects which are not related to Seller software such as defects  resulting from
a combination  of the software  interacting  with specific  hardware,  operating
systems,  network  systems,  etc.  are not defects for which claims will be made
under the Escrow Agreement.

                  (e)  Objections  to  Claims.  At the time of  delivery  of any
Officer's  Certificate to the Escrow Agent, a duplicate copy of such certificate
shall be  delivered  to Seller  and for a period of ten (10) days  after  actual
receipt by seller of such  certificate,  the Escrow Agent shall make no delivery
to Buyer of any Escrow  Amounts  pursuant to Section  7.7(d)  hereof  unless the
Escrow Agent shall have received written  authorization from Seller to make such
delivery.  After the  expiration  of such ten (10) day period,  the Escrow Agent
shall make  delivery of funds from the Escrow Fund in  accordance  with  Section
7.7(d)  hereof,  provided that no such payment or delivery may be made if Seller
shall  object  in a  written  statement  to the  claim  made  in  the  Officer's
Certificate,  and such  statement  shall have been delivered to the Escrow Agent
prior to the expiration of such ten (10) day period.




                                                         -20-

<PAGE>



                  (f)      Resolution of Conflicts; Arbitration.

                           (i)      In case Seller shall so object in writing to
any claim or claims made in any  Officer's  Certificate,  Seller and Buyer shall
attempt in good faith to agree upon the rights of the  respective  parties  with
respect  to each of such  claims.  If  Seller  and  Buyer  should  so  agree,  a
memorandum  setting  forth such  agreement  shall be prepared and signed by both
parties and shall be  furnished to the Escrow  Agent.  The Escrow Agent shall be
entitled to rely on any such  memorandum and distribute  amounts from the Escrow
Fund in accordance with the terms thereof.

                           (ii) If no such  agreement  can be reached after good
faith negotiation, either
Buyer or Seller may demand  arbitration  of the matter  unless the amount of the
damage or loss is at issue in pending  litigation  with a third party,  in which
event  arbitration  shall not be commenced  until such amount is  ascertained or
both parties agree to arbitration;  and in either such event the matter shall be
settled by arbitration  conducted by three  arbitrators.  Buyer and Seller shall
each select one  arbitrator,  and the two arbitrators so selected shall select a
third arbitrator.  The arbitrators shall set a limited time period and establish
procedures designed to reduce the cost and time for discovery while allowing the
parties an  opportunity,  adequate in the sole judgment of the  arbitrators,  to
discover relevant information from the opposing parties about the subject matter
of the  dispute.  The  arbitrators  shall  rule upon  motions to compel or limit
discovery and shall have the authority to impose sanctions, including attorneys'
fees and costs, to the extent as a court of competent law or equity,  should the
arbitrators   determine   that   discovery   was  sought   without   substantial
justification  or that discovery was refused or objected to without  substantial
justification.  The  decision of a majority of the three  arbitrators  as to the
validity and amount of any claim in such Officer's  Certificate shall be binding
and conclusive upon the parties to this Agreement,  and notwithstanding anything
in  Section  7.7(e)  hereof,  the  Escrow  Agent  shall  be  entitled  to act in
accordance  with such  decision and make or withhold  payments out of the Escrow
Fund in  accordance  therewith.  Such  decision  shall be  written  and shall be
supported by written findings of fact and conclusions  which shall set forth the
award, judgment, decree or order awarded by the arbitrators.

                           (iii)     Judgment upon any award rendered by the
arbitrators  may  be  entered  in  any  court  having  jurisdiction.   Any  such
arbitration shall be held in San Francisco under the rules then in effect of the
American  Arbitration  Association.  For purposes of this Section 7.7(f), in any
arbitration  hereunder  in which any claim or the amount  thereof  stated in the
Officer's  Certificate is at issue,  the arbitrator shall have the discretion to
name one party the  Non-Prevailing  Party.  In the event one party is designated
the  Non-Prevailing  Party  to an  arbitration,  that  party  shall  pay its own
expenses,  the  fees  of  each  arbitrator,  the  administrative  costs  of  the
arbitration  and  the  expenses,   including  without   limitation,   reasonable
attorneys' fees and costs,  incurred by the other party to the  arbitration.  In
the event a  Non-Prevailing  Party is not designated,  each party shall bear its
own expenses and the remaining  costs and expenses shall be split evenly between
the parties.

                  (g) Third-Party  Claims. In the event Buyer becomes aware of a
third-party claim which Buyer believes may result in a demand against the Escrow
Fund, Buyer shall notify Seller of such claim, and Seller shall be entitled,  at
its expense, to participate in any defense of such claim.


                                                         -21-

<PAGE>



Buyer  shall have the right in its sole  discretion  to settle  any such  claim;
provided,  however, that except with the consent of Seller, no settlement of any
such claim with third-party claimants shall alone be determinative of the amount
of any claim  against the Escrow Fund. In the event that Seller has consented to
any such settlement, Seller shall have no power or authority to object under any
provision  of this  Article 7 to the  amount of any claim by Buyer  against  the
Escrow Fund with respect to such settlement.

                  (h)      Escrow Agent's Duties.

                           (i)      The Escrow Agent shall be obligated only for
the performance of such duties as are specifically set forth herein,  and as set
forth in any additional  written escrow  instructions which the Escrow Agent may
receive after the date of this Agreement which are signed by an officer of Buyer
and Seller,  and may rely and shall be protected in relying or  refraining  from
acting on any  instrument  reasonably  believed  to be genuine  and to have been
signed or presented  by the proper party or parties.  The Escrow Agent shall not
be liable for any act done or omitted  hereunder as Escrow Agent while acting in
good  faith and in the  exercise  of  reasonable  judgment,  and any act done or
omitted  pursuant to the advice of counsel shall be conclusive  evidence of such
good faith.

                           (ii) The Escrow Agent is hereby expressly  authorized
to comply with and
obey  orders,  judgments  or  decrees of any court of law,  notwithstanding  any
notices,  warnings or other communications from any party or any other person to
the  contrary.  In case the Escrow Agent obeys or complies  with any such order,
judgment or decree of any court,  the Escrow Agent shall not be liable to any of
the  parties  hereto  or to any  other  person  by  reason  of such  compliance,
notwithstanding any such order, judgment or decree being subsequently  reversed,
modified,  annulled,  set aside,  vacated or found to have been entered  without
jurisdiction.

                           (iii)  The  Escrow  Agent  shall not be liable in any
respect on account of the
identity,  authority  or  rights  of the  parties  executing  or  delivering  or
purporting  to execute or deliver  this  Agreement  or any  documents  or papers
deposited or called for hereunder.

                           (iv)     The Escrow Agent shall not be liable for the
expiration of any rights under any statute of  limitations  with respect to this
Agreement or any documents deposited with the Escrow Agent.

                           (v)      In performing any duties under the Agreement
, the Escrow  Agent  shall not be liable to any party for  damages,  losses,  or
expenses,  except for gross negligence or willful  misconduct on the part of the
Escrow  Agent.  The Escrow Agent shall not incur any such  liability for (A) any
act or failure to act made or omitted in good faith,  or (B) any action taken or
omitted in reliance  upon any  instrument,  including  any written  statement or
affidavit  provided  for in this  Agreement  that the Escrow Agent shall in good
faith believe to be genuine,  nor will the Escrow Agent be liable or responsible
for  forgeries,  fraud,   impersonations,   or  determining  the  scope  of  any
representative  authority.  In  addition,  the Escrow Agent may consult with the
legal counsel in


                                                         -22-

<PAGE>



connection  with Escrow  Agent's  duties under this Agreement and shall be fully
protected in any act taken,  suffered,  or permitted by him/her in good faith in
accordance  with the advice of counsel.  The Escrow Agent is not responsible for
determining  and  verifying  the authority of any person acting or purporting to
act on behalf of any party to this Agreement.

                           (vi) If any controversy arises between the parties to
this Agreement, or with
any other party,  concerning the subject matter of this Agreement,  its terms or
conditions,  the Escrow Agent will not be required to determine the  controversy
or to take any action  regarding it. The Escrow Agent may hold all documents and
Escrow  Fund,  and may wait for  settlement  of any  such  controversy  by final
appropriate  legal  proceedings  or  other  means  as,  in  the  Escrow  Agent's
discretion,  the Escrow  Agent may be  required,  despite  what may be set forth
elsewhere in this Agreement.  In such event, the Escrow Agent will not be liable
for damage.  Furthermore,  the Escrow Agent may at its option, file an action of
interpleader  requiring the parties to answer and litigate any claims and rights
among  themselves.  The Escrow Agent is  authorized to deposit with the clerk of
the court all documents and amounts held in escrow,  except all cost,  expenses,
charges and  reasonable  attorney  fees  incurred by the Escrow Agent due to the
interpleader  action and which the parties  jointly and severally  agree to pay.
Upon  initiating  such  action,  the Escrow  Agent shall be fully  released  and
discharged of and from all  obligations  and  liability  imposed by the terms of
this Agreement.

                           (vii) The parties and their respective successors and
assigns agree jointly
and  severally to indemnify and hold Escrow Agent  harmless  against any and all
losses, claims, damages,  liabilities,  and expenses, including reasonable costs
of investigation,  counsel fees, and disbursements that may be imposed on Escrow
Agent or incurred by Escrow  Agent in  connection  with the  performance  of its
duties under this Agreement, including but not limited to any litigation arising
from this Agreement or involving its subject matter.

                           (viii) The  Escrow  Agent may resign at any time upon
giving at least thirty
(30)  days  written  notice  to the  parties;  provided,  however,  that no such
resignation  shall become  effective until the appointment of a successor escrow
agent which shall be accomplished  as follows:  the parties shall use their best
efforts to mutually  agree on a successor  escrow agent within  thirty (30) days
after  receiving  such  notice.  If the  parties  fail to agree upon a successor
escrow agent within such time,  the Escrow Agent shall have the right to appoint
a successor  escrow agent  authorized to do business in the State of California.
The successor  escrow agent shall  execute and deliver an  instrument  accepting
such  appointment  and it shall,  without  further  acts, be vested with all the
estates, properties,  rights, powers, and duties of the predecessor escrow agent
as if  originally  named as escrow  agent.  The Escrow Agent shall be discharged
from any further duties and liability under this Agreement.

                  (i) Fees. All fees of the Escrow Agent for  performance of its
duties  hereunder  shall be paid by Buyer.  It is  understood  that the fees and
usual  charges  agreed upon for services of the Escrow Agent shall be considered
compensation  for ordinary  services as contemplated  by this Agreement.  In the
event that the  conditions of this Agreement are not promptly  fulfilled,  or if
the


                                                         -23-

<PAGE>



Escrow Agent renders any service not provided for in this  Agreement,  or if the
parties  request a substantial  modification of its terms, or if any controversy
arises,  or if the  Escrow  Agent is made a party  to,  or  intervenes  in,  any
litigation  pertaining  to this escrow or its subject  matter,  the Escrow Agent
shall be reasonably  compensated for such extraordinary  services and reimbursed
for all costs,  attorney's fees, and expenses occasioned by such default, delay,
controversy or litigation. Buyer promises to pay these sums upon demand.


                                    ARTICLE 8

                               SOURCE CODE ESCROW

         Within  three  business  days of Closing,  Buyer shall  deposit  into a
source code escrow (the  "Source Code  Escrow")  the source code and  supporting
documentation  for the Award Grant  Management  Software as set forth in Section
1.5(a), including all technical, design, installation, operation and maintenance
information (if any)  concerning the Award Software  Product,  including  object
code,  source code,  test data and test results and updates of the above as they
become  available,  as well  as all  reference  manuals  and  support  materials
normally distributed to end-users and potential end-users in connection with the
distribution of the Award Software Product unless otherwise  previously provided
to Buyer  pursuant to  Sections  1.2(a) and  1.5(a),  (collectively,  the "Award
Source  Code").  The  Source  Code  Escrow  shall  be in  existence  immediately
following the Closing and shall  terminate at 5:00 p.m.  California  time on the
fifteen (15) month  anniversary of the Closing Date and shall be governed by the
provisions  of the Source Code Escrow  Agreement  attached  hereto as Exhibit I.
Upon  termination  of the Source  Code  Escrow,  the Award  Source code shall be
released  from  escrow and  returned  to Seller,  unless it has been  previously
released  to Buyer in  accordance  with the terms of this  Article  8. The Award
Source Code will be released  from the Source Code Escrow to Buyer upon  receipt
by Escrow  Agent of a  certificate  signed by any  officer of Buyer (an  "Escrow
Officer's  Certificate")  stating that one of the following two  conditions  has
occurred:  (i) an aggregate of three or more High Status Defects and/or Critical
Status  Defects (as such terms are defined in the Technical  Support  Agreement)
are simultaneously  outstanding in the Extra Penalty Phase, or (ii) any one High
Status  Defect or Critical  Status  Defect is  outstanding  for, and  unresolved
after, 60 days. At the time of delivery of any Escrow Officer's  Certificate,  a
duplicate copy of such certificate shall be delivered to Seller and for a period
of ten (10) days  after  receipt  by  Seller,  the  Escrow  Agent  shall make no
delivery to Buyer of the Award  Source  Code unless the Escrow  Agent shall have
received  written  authorization  from  Seller to make such  delivery.  Any such
dispute under this Article 8 shall be handled in accordance with the arbitration
provisions of Section  7.7(f).  The fees of the Escrow Agent for the performance
of its duties hereunder shall be paid by Buyer.



                                                         -24-

<PAGE>



                                    ARTICLE 9

                               PAYMENT OF EXPENSES

         Except as specifically  set forth otherwise in this Agreement,  each of
Buyer and Seller shall each pay its own fees and expenses  incurred  incident to
the  preparation  and  carrying  out of  the  transactions  herein  contemplated
(including legal, accounting and travel).


                                   ARTICLE 10

                        TERMINATION, AMENDMENT AND WAIVER

         10.1     Termination.  This Agreement may be terminated at any time
                  -----------
 prior to the Closing Date:

                  (a)      by mutual written consent of Seller and Buyer; or

                  (b) by either  Buyer or  Seller if (i) there  shall be a final
         nonappealable  order of a federal or state  court in effect  preventing
         consummation of this Agreement or (ii) there shall be any action taken,
         or any statute,  rule,  regulation  or order  enacted,  promulgated  or
         issued or  deemed  applicable  to this  Agreement  by any  governmental
         authority which would make consummation of such transactions illegal.

         10.2  Effect  of  Termination.  In the  event  of  termination  of this
Agreement by either Seller or Buyer as provided in Section 10.1,  this Agreement
shall forthwith become void and there shall be no liability or obligation on the
part of the parties hereto or their  respective  officers or directors except as
set forth in Section 5.1 and Article 9.

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


         10.4 Extension; Waiver. At any time prior to the Closing Date, Buyer or
Seller,  by such corporate  action as shall be  appropriate,  may, to the extent
legally  allowed,  (i)  extend  the  time  for  the  performance  of  any of the
obligations or other acts of the other party hereto, (ii) waive any inaccuracies
in the  representations  and warranties made by the other party contained herein
or in any document delivered pursuant hereto and (iii) waive compliance with any
of the agreements or conditions for the benefit of such party contained  herein.
Any  agreement  on the part of a party  hereto to any such  extension  or waiver
shall be valid if set forth in an instrument in writing signed on behalf of such
party.




                                                         -25-

<PAGE>



                                   ARTICLE 11

                                     GENERAL

         11.1 Notices. Any notice, request,  instruction or other document to be
given  hereunder  by any party to the other  shall be in writing  and  delivered
personally  or sent by certified  mail,  postage  prepaid,  by  telecopy,  or by
overnight courier service, as follows:

                  Buyer:                    Advent Software, Inc.
                                            301 Brannan Street
                                            San Francisco, California 94107
                                            Attention:  Irv Lichtenwald
                                            Telephone No.: (415) 543-7696
                                            Facsimile No.:  (415) 777-0794

                  with a copy to:           Wilson, Sonsini, Goodrich & Rosati
                                            650 Page Mill Road
                                            Palo Alto, California 94304-1050
                                            Attention:  Mark A. Bertelsen
                                            Telephone No.: (650) 493-9300
                                            Facsimile No.:  (650) 493-6811

                  Seller:                   Blackbaud, Inc
                                            4401 Belle Oaks Drive
                                            Charleston, SC  29405-8530
                                            Attention:  Tim Smith
                                            Telephone No.:  (803) 740-5400
                                            Facsimile No.:  (803) 740-5412

                  with a copy to:           Wyrick Robbins Yates & Ponton L.L.P.
                                            4101 Lake Boone Trail, Suite 300
                                            Raleigh, NC  27607
                                            Attention:  Larry E. Robbins
                                            Telephone No.:  (919) 781-4000
                                            Facsimile No.:  (919) 781-4865

or to such other persons as may be  designated  in writing by the parties,  by a
notice given as aforesaid.  Any such notice shall be deemed given when delivered
personally,  four days after being sent certified mail, postage prepaid,  or the
next business day if delivered by telecopy or overnight courier service.



                                                         -26-

<PAGE>



         11.2 Headings.  The headings of the several  sections of this Agreement
are inserted for  convenience  of reference  only and are not intended to affect
the meaning or interpretation of this Agreement.

         11.3 Counterparts.  This Agreement may be executed in counterparts, and
when so executed each  counterpart  shall be deemed to be an original,  and said
counterparts together shall constitute one and the same instrument.

         11.4 Binding Nature.  This Agreement shall be binding upon and inure to
the benefit of the parties  hereto.  No party may assign or transfer  any rights
under this Agreement,  except that Buyer may assign this Agreement,  the License
and any document, instrument or agreement executed pursuant to this Agreement to
a successor to substantially  all of its business in connection with a change in
the jurisdiction of incorporation of Buyer.

         11.5  Merger.  Except  as  set  forth  in the  License  and  the  other
documents, instruments or agreements executed in connection with this Agreement,
this  Agreement  and the  schedules  referred to herein (a) set forth the entire
understanding  between the parties,  (b) supersede all previous  written or oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof (except the agreements regarding confidential information referred
to  in  Section  5.4  hereof)  and  (c)  merge  all  prior  and  contemporaneous
discussions  between the parties relating to the subject matter hereof. No party
shall  be  bound  by any  definition,  condition,  representation,  warranty  or
covenant or provision other than as contained herein or contemplated hereby.

         11.6  Bulk  Sales.  The  parties  hereto  agree  that the  transactions
contemplated  hereby are not  subject  to the bulk  transfer  provisions  of the
California Commercial Code.

         11.7  Incorporation of Schedules.  All schedules attached hereto are by
this reference incorporated herein and made a part hereof for all purposes as if
fully set forth herein.

         11.8 Applicable Law. This Agreement shall be governed by, construed and
enforced in  accordance  with the laws of the State of  California as applied to
contracts entered into solely between residents of, and to be performed entirely
in, such state.




                                                         -27-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective  officers thereunto duly authorized,  and the parties
have each signed this Agreement, all as of the date first above written.

                                                     ADVENT SOFTWARE, INC.

                                                     By:

                                                     Name:

                                                     Title:


                                 MICROEDGE, INC.

                                                     By:

                                                     Name:

                                                     Title:


                                 BLACKBAUD, INC.

                                                     By:

                                                     Name:

                                                     Title:


                                  ESCROW AGENT

                                                     By:

                                                     Name:

                                                     Title:

                  [Signature Page to Asset Purchase Agreement]


                                                         -28-

<PAGE>



                                                                      EXHIBIT A

                           Technical Support Agreement

         Advent Software,  Inc., a Delaware corporation  ("Advent"),  MicroEdge,
Inc.,  a  New  York   corporation  and  a  wholly-owned   subsidiary  of  Advent
(collectively,  the "Buyer"), and Blackbaud,  Inc., a South Carolina corporation
("Seller") agree as follows, effective as of this 22nd day of May, 1998:

         Seller shall be  responsible  for responding to customers of Buyer that
report defects in the current version of Award(TM)  ("Award")  during the period
of fifteen (15) months from the date hereof (the  "Support  Period");  provided,
however,  that Seller will not be obligated to add,  enhance or otherwise change
any  functionality  that  exists in the  then-current  working  version of Award
unless necessary to correct or work around a defect.

         Response  to  customer  reports of defects in Award will be made in the
following order:

         1.       Buyer  Customer  Support will first  attempt to replicate  the
                  defect.   The  defect  must  be  replicated  in  order  to  be
                  identified as a valid defect.

         2.       Buyer  Customer  Support and Seller Product  Development  will
                  agree  upon  classification  of the  defect  according  to the
                  following categories of severity:

                  Low/Cosmetic Status Defects

                  Defects  involving  a visual  inconsistency  or  design  flaw,
                  including defects in which the functionality of the system may
                  be affected but not  compromised.  Examples are  typographical
                  errors,  color/graphic  inconsistencies,  Windows(TM) commands
                  that respond to keyboard but not mouse.

                  Medium Status Defects

                  Defects   resulting  in  incorrect   functionality   that  may
                  interrupt  a task but that  cause no damage  to the  system or
                  data.  For example,  activating  the "Print"  command  instead
                  cancels the print process, but the data remains intact and the
                  system continues to operate.

                  High Status Defects

                  Defects that  threaten  the  integrity of the software or data
                  and/or cause erroneous results.  Examples are run time errors,
                  incorrect calculations, or errors in core functionality.



                                                          -1-

<PAGE>



                  Critical Status Defects

                  Defects that destroy or corrupt  data,  or  incapacitate  core
                  functionality, e.g., database corruption.

         3.       Seller will allocate programming  resources to correct defects
                  based  on  the  classifications  defined  above  in  order  of
                  importance.   For  example,   Critical   Status  Defects  take
                  precedence  over all others;  other defects follow in order of
                  severity.

         4.       Seller  will be deemed to have  corrected a defect at the time
                  the correction is received by any Licensee reporting a defect.

         If a defect  classified  as high or critical  will take several days to
correct,  Seller will regularly report progress to Buyer Customer Support. These
support  personnel  can  then  relate  the  appropriate  status  message  to the
customer.  In these  cases,  Seller/Buyer  staff  may  offer  workarounds  where
applicable.  During the Support Period, Seller will maintain (a) two programmers
responsible  for the technical  maintenance  of Award and (b) a product  support
manager who will be the customer  support  contact  point for Seller and will be
responsible for Seller's customer support of Award.

         Buyer acknowledges that defects often result not from software but from
a combination  of the software  interacting  with specific  hardware,  operating
systems, network systems, etc., and that Seller does not guaranty the correction
of defects.



                                         -2-

<PAGE>



         IN WITNESS WHEREOF,  this Technical Support Agreement has been executed
effective as of the date first set forth above:



                                                        ADVENT SOFTWARE, INC.

                                                        By:

                                                        Name:

                                                        Title:



                                                        BLACKBAUD, INC.

                                                        By:

                                                        Name:

                                                        Title:



                                                        MICROEDGE, INC.

                                                        By:

                                                        Name:

                                                        Title:









                 [Signature Page to Technical Support Agreement]


                                                          -3-

<PAGE>







                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                              ADVENT SOFTWARE, INC.

                                 MICROEDGE, INC.

                                       AND

                                 BLACKBAUD, INC.


                            Dated as of May 22, 1998


                                                          -4-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page


                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1 - PURCHASE AND SALE OF ASSETS........................................1

         1.1      Purchase and Sale............................................1
         1.2      Description of Acquired Assets...............................1
         1.3      Consents and Third-Party Licenses............................3
         1.4      Assumption of Seller's Liabilities...........................3
         1.5      Intellectual Property License................................3

ARTICLE 2 - CONSIDERATION; CLOSING; POST-CLOSING ADJUSTMENT....................5

         2.1      Consideration................................................5
         2.2      Closing......................................................5
         2.3      Sales and Use Taxes..........................................7
         2.4      Allocation...................................................8

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF SELLER...........................8

         3.1      Organization of Seller.......................................8
         3.2      Due Authorization............................................8
         3.3      Due Execution and Enforceability.............................8
         3.4      No Conflict..................................................8
         3.5      Consents and Approvals of Governmental Authorities...........9
         3.6      Proprietary Rights and Ownership.............................9
         3.7      Contracts...................................................10
         3.8      Restrictions on Business Activities.........................10
         3.9      Title to Assets.............................................10
         3.10     Share Acquisition Entirely for Own Account..................10
         3.11     Reliance Upon Seller's Representations......................11
         3.12     Receipt of Information......................................11
         3.13     Investment Experience.......................................11
         3.14     Restricted Securities.......................................11
         3.15     Information Supplied........................................12
         3.16     Taxes.......................................................12
         3.17     Brokers' or Finders' Fees...................................12
         3.18     Representations Complete....................................12



                                       -i-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page


ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF BUYER...........................12

         4.1      Organization of Buyer.......................................13
         4.2      Due Authorization...........................................13
         4.3      Due Execution and Enforceability............................13
         4.4      No Conflict.................................................13
         4.5      Consents and Approvals of Governmental Authorities..........13
         4.6      SEC Documents...............................................13
         4.7      Shares of Common Stock......................................14
         4.8      Brokers' or Finders' Fees...................................14

ARTICLE 5 - CERTAIN POST-CLOSING COVENANTS....................................14

         5.1      Good Faith; Further Assurances..............................14
         5.2      Performance of Materially Varying Obligations...............15
         5.3      Grant Management Product Support............................15
         5.4      Qualified Leads.............................................15
         5.5      Confidentiality.............................................15
         5.6      Non-Solicitation............................................15

ARTICLE 6 - NON-COMPETITION...................................................16

         6.1      Agreement by Seller.........................................16
         6.2      Agreement by Buyer..........................................16

ARTICLE 7 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
         INDEMNITY; ESCROW ...................................................17

         7.1      Survival of Representations and Warranties..................17
         7.2      Indemnification by Seller...................................17
         7.3      Indemnification by Buyer....................................17
         7.4      Notice and Defense of Third-Party Claims....................17
         7.5      Limitation of Remedies......................................18
         7.6      Minimum; Maximum............................................18
         7.7      Escrow Arrangements.........................................18

ARTICLE 8 - SOURCE CODE ESCROW................................................24

ARTICLE 9 - PAYMENT OF EXPENSES...............................................25


                                      -ii-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page



ARTICLE 10 - TERMINATION, AMENDMENT AND WAIVER................................25

         10.1     Termination.................................................25
         10.2     Effect of Termination.......................................25
         10.3     Amendment...................................................26
         10.4     Extension; Waiver...........................................26

ARTICLE 11 - GENERAL..........................................................26

         11.1     Notices.....................................................26
         11.2     Headings....................................................27
         11.3     Counterparts................................................27
         11.4     Binding Nature..............................................27
         11.5     Merger......................................................27
         11.6     Bulk Sales..................................................27
         11.7     Incorporation of Schedules..................................27
         11.8     Applicable Law..............................................28



                                      -iii-

<PAGE>


                                    SCHEDULES


Schedule 1.2(a)   Grant Management Products
Schedule 1.2(b)   Customer and Marketing Databases
Schedule 1.2(c)   Certain Licenses and Assigned Contracts
Schedule 1.2(d)   Trademarks, Trade Names and Brand Names
Schedule 1.2(f)   Unearned Maintenance Revenue
Schedule 1.3               Third Party Consents and Licenses
Schedule 1.4               Assumed Liabilities
Schedule 1.5(a)   Intellectual Property Not Related to Award Software Product
Schedule 1.5(a)(i)         Proprietary Customer Information
Schedule 1.5(a)(ii)        Third Party Software Prohibitions
Schedule 3.6               Proprietary Rights and Ownership
Schedule 3.8               Restrictions on Business Activities
Schedule 3.9(b)   Title to Assets


                                    EXHIBITS

Exhibit A                  Technical Support Agreement
Exhibit B                  Assignment and Assumption Agreement
Exhibit C                  Bill of Sale and General Assignment of Assets
Exhibit D                  Assignment of Trademarks
Exhibit E                  Assignment of Copyrights
Exhibit F                  Declaration of Registration Rights
Exhibit G                  Form of Opinion of Counsel to Seller
Exhibit H                  Form of Opinion of Counsel to Buyer
Exhibit I                  Source Code Escrow Agreement




                                      -iv-

<PAGE>
                                                                     EXHIBIT 4.1
                                                                       

                                                      

                              ADVENT SOFTWARE, INC.

                       DECLARATION OF REGISTRATION RIGHTS


         This Declaration of Registration  Rights  ("Declaration") is made as of
the Closing  Date (as defined in the  Agreement)  by Advent  Software,  Inc.,  a
Delaware  corporation  ("Buyer"),  for the benefit of  Blackbaud,  Inc., a South
Carolina  corporation (the "Seller"),  acquiring shares of Common Stock of Buyer
pursuant to that certain Asset  Purchase  Agreement  dated as of May [22],  1998
(the "Agreement"), between Buyer and the Company.

         1.       Definitions.  As used in this Declaration:

                  a.  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  b.  "Securities  Act"  means the Securities  Act of 1933,  as
amended.

                  c. "Form S-3" means such form under the  Securities  Act as in
effect on the date  hereof or any  registration  form under the  Securities  Act
subsequently  adopted by the Commission  which  similarly  permits  inclusion or
incorporation  of substantial  information by reference to other documents filed
by Buyer with the Commission.

                  d.  "Holder"  means:  (i)  Seller,  for so long as such holder
continues to hold such shares, or (ii) a transferee of Registrable Securities by
a Holder,  to whom  registration  rights  under this  Declaration  are  assigned
pursuant to Section 9 of this Declaration.

                  e.  "Registrable  Securities" means for each Holder the shares
of Buyer Common Stock issued to such Holder pursuant to the Agreement,  together
with all other shares of Buyer Common Stock issued in respect thereof (by way of
stock split,  dividend or  otherwise),  and for all Holders the aggregate of all
Registrable  Securities held by all such Holders.  Registrable  Securities shall
include any shares of Buyer Common  Stock  transferred  by a Holder  pursuant to
Section 9 hereof to any person, provided that such transferee agrees to be bound
by the terms of this Declaration.

                  f.       "SEC" means the Securities and Exchange Commission.

         Capitalized  terms not otherwise defined herein have the meanings given
to them in the Agreement.

         2. Registration. Buyer shall use its commercially reasonable efforts to
cause  the  Registrable  Securities  to be  held by each  Holder  following  the
Acquisition to be registered under the Securities Act so as to permit the resale
thereof, and in connection therewith shall use all commercially reasonable


                                                          -1-

<PAGE>



efforts to prepare and file with the SEC promptly after  Closing,  and shall use
its  commercially  reasonable  efforts to cause to become effective by not later
than July 30, 1998, a  registration  statement on Form S-3 or on such other form
as  is  then  available  under  the  Securities  Act  covering  the  Registrable
Securities;   provided,  however,  that  each  Holder  shall  provide  all  such
information  and  materials to Buyer and take all such action as may be required
in order to permit Buyer to comply with all applicable  requirements  of the SEC
and  to  obtain  any  desired   acceleration  of  the  effective  date  of  such
registration  statement.  Such  provision  of  information  and  materials  is a
condition  precedent to the  obligations of Buyer pursuant to this  Declaration.
Buyer shall not be required to effect more than one (1) registration  under this
Declaration.  The  offering  made  pursuant  to such  registration  shall not be
underwritten.

         3. Postponement of Registration. Notwithstanding Section 2 above, Buyer
shall  be  entitled  to  postpone  the  declaration  of   effectiveness  of  the
registration statement prepared and filed pursuant to Section 2 for a reasonable
period  of time,  but not in  excess  of thirty  (30)  calendar  days  after the
applicable  deadline,  if the Board of Directors of Buyer, acting in good faith,
determines that there exists material  nonpublic  information  about Buyer which
the Board does not wish to disclose in a registration statement (due to the fact
that  such  disclosure  may not be in the best  interests  of  Buyer or  Buyer's
stockholders)  which  information  would otherwise be required by the Securities
Act to be  disclosed  in the  registration  statement  to be filed  pursuant  to
Section 2 above.

         4.  Obligations of Buyer.  Subject to the  limitations of Sections 3, 5
and 11, Buyer shall (i) keep the registration statement filed in accordance with
Section 2 hereof  effective  until the  earlier of (A) sixty (60) days after the
date of  effectiveness  of that  registration  statement or (B) such time as all
Registrable Securities have been sold hereunder;  (ii) prepare and file with the
SEC such  amendments  and  supplements  to such  registration  statement and the
prospectus  used in connection  therewith as may be necessary to comply with the
provisions of the Securities  Act with respect to the sale or other  disposition
of all  securities  proposed to be  registered in such  registration  statement;
(iii) furnish to each Holder such number of copies of any prospectus  (including
any  preliminary  prospectus  and any  amended or  supplemented  prospectus)  in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as each Holder may reasonably request in order to effect the offering
and sale of the shares of the Registrable Securities to be offered and sold, but
only while  Buyer  shall be required  under the  provisions  hereof to cause the
registration  statement  to  remain  current;  and  (iv)  use  its  commercially
reasonable  efforts  to  register  or  qualify  the  shares  of the  Registrable
Securities  covered by such registration  statement under the securities or blue
sky laws of such jurisdictions as each Holder shall reasonably request (provided
that Buyer  shall not be  required  in  connection  therewith  or as a condition
thereto  to qualify to do  business  or to file a general  consent to service of
process in any such jurisdiction where it has not been qualified).

         5. Selling Procedures.  Any sale of Registrable  Securities pursuant to
the  registration  statement  filed in accordance with Section 2 hereof shall be
subject to the following conditions and procedures:

                  a.  Stockholder  Notice:  The  selling  Holder  shall  provide
written  notice  ("Stockholder  Notice") to Buyer no less than five (5) business
days prior to such Holder's intended sale.


                                                          -2-

<PAGE>



Within five (5) business days of receipt of the Stockholder  Notice,  Buyer will
inform such Holder in writing if the registration statement and final prospectus
then on file with the SEC is current and otherwise  complies with the Securities
Act such that sales may be made thereunder.  Beginning  immediately upon receipt
of notice from Buyer that the  registration  statement  is current and  complies
with the  Securities  Act, such Holder shall then have ten (10) business days to
sell the  Registrable  Securities  proposed  to be sold,  unless the notice from
Buyer  specifies  that no sale may be made until the date of intended  sale,  as
specified in the Stockholder  Notice,  in which case the Holders must wait until
the date of the  intended  sale to make such sale and Holder shall have ten (10)
business days thereafter to make such sale. After such ten (10) day period,  the
seller shall once again comply with the procedures set forth in this Section 5.a
prior to any further sales;

                  b.  Updating  the  Prospectus:  If Buyer  informs  the selling
Holder that the registration statement or final prospectus then on file with the
SEC is not current or otherwise does not comply with the  Securities  Act, Buyer
shall use  commercially  reasonable  efforts to provide to the selling  Holder a
current  prospectus  that complies with the Securities Act on or before the date
of  the  intended  sale  of  the  Registrable  Securities  as  disclosed  in the
Stockholder Notice; provided, however, that for a period of not more than ninety
(90) days (or any number of lesser periods which total not more than ninety (90)
days) during any  twelve-month  period,  Buyer shall have the right to delay the
preparation  of a current  prospectus  that  complies  with the  Securities  Act
without explanation to such Holder;

                  c.  Blackout  Periods:  Holders who become  employees of Buyer
agree to be bound by  Buyer's  Insider  Trading  Policy as such may be in effect
from time to time for so long as such Holders remain employees of Buyer;

                  d. General:  Notwithstanding the foregoing, Buyer shall notify
each  Holder  (i) of any  request  by the  SEC or any  other  federal  or  state
governmental  authority  during the period of  effectiveness of the registration
statement for amendments or supplements to the registration statement or related
prospectus or for additional information relating to the registration statement,
(ii) of the  issuance  by the SEC or any  other  federal  or state  governmental
authority of any stop order  suspending the  effectiveness  of the  registration
statement or the initiation of any  proceedings  for that purpose,  (iii) of the
receipt  by Buyer of any  notification  with  respect to the  suspension  of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding  for such purpose,  or (iv) of the happening of any event which makes
any statement made in the  registration  statement or related  prospectus or any
document  incorporated or deemed to be incorporated  therein by reference untrue
in any  material  respect or which  requires  the  making of any  changes in the
registration  statement or prospectus  so that, in the case of the  registration
statement, it will not contain an untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading,  and that in the case of the prospectus,  it
will not  contain  an untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the  circumstances  under which they were made, not  misleading.  In such event,
Buyer may suspend use of the  prospectus  on written  notice to each Holder,  in
which case each Holder shall not dispose of  Registrable  Securities  covered by
the  registration  statement or  prospectus  until copies of a  supplemented  or
amended  prospectus  are  distributed  to the  Holders or until the  Holders are
advised in writing by Buyer  that the use of the  applicable  prospectus  may be
resumed. Buyer shall use its commercially reasonable efforts to ensure


                                                          -3-

<PAGE>



that the use of the  prospectus  may be  resumed as soon as  practicable.  Buyer
shall use its  commercially  reasonable  efforts to obtain the withdrawal of any
order suspending the effectiveness of the registration statement, or the lifting
of any suspension of the qualification (or exemption from  qualification) of any
of the  securities  for sale in any  jurisdiction,  at the earliest  practicable
moment.  Buyer shall,  upon the occurrence of any event  contemplated  by clause
(iv),  prepare a supplement  or  post-effective  amendment  to the  registration
statement or a supplement to the related prospectus or any document incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such prospectus will not contain an untrue  statement of a material fact or omit
to state a material fact necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

         6.  Availability  of Form S-3.  Buyer  represents  that it is currently
eligible to utilize Form S-3 and agrees that,  for a period of one (1) year from
the Closing,  Buyer will not intentionally  take any action which would preclude
Buyer's eligibility to use Form S-3.

         7.  Expenses.  Buyer  shall  pay  all  of  the  out-of-pocket  expenses
incurred,  other than  underwriting  or selling  discounts and  commissions,  in
connection  with the  registration  of Registrable  Securities  pursuant to this
Declaration,  including,  without limitation,  all SEC, National  Association of
Securities  Dealers,  Inc. and blue sky registration  and filing fees,  printing
expenses,  transfer  agents' and  registrars'  fees, and the reasonable fees and
disbursements of Buyer's outside counsel and independent accountants.

         8. Reports Under Securities Exchange Act of 1934. Buyer agrees to:

     a. use all commercially reasonable efforts to file with the SEC in a timely
manner all reports and other  documents  required of Buyer under the  Securities
Act and the Exchange Act; and

                  b. furnish to each Holder forthwith upon request (i) a written
statement by Buyer that it has complied with the reporting  requirements  of the
Securities Act and the Exchange Act, or that it qualifies as a registrant  whose
securities  may be  resold  pursuant  to  Form  S-3  (at  any  time  that  it so
qualifies),  (ii) a copy of the most recent annual or quarterly  report of Buyer
and (iii) such other information as may be reasonably requested in availing each
Holder of any rule or  regulation  of the SEC which  permits  the selling of any
such securities pursuant to Form S-3.

         9. Assignment of Registration  Rights.  The rights of a Holder pursuant
to this  Declaration  may be assigned by a Holder to a transferee of Registrable
Securities  only if: (a) Buyer is, within a reasonable time after such transfer,
furnished with written  notice of the name and address of such  transferee and a
copy of a duly executed  written  instrument in form reasonably  satisfactory to
Buyer  pursuant  to which such  transferee  assumes all of the  obligations  and
liabilities  of its transferor  hereunder,  agrees itself to be bound hereby and
provides Buyer with such  reasonable  information as Buyer may request to permit
the transferee to sell such Registrable  Securities pursuant to the registration
statement  filed in  accordance  with  Section  2  hereof,  and (b)  immediately
following such transfer,  the disposition of such Registrable  Securities by the
transferee is restricted under the Securities Act.



                                                          -4-

<PAGE>


         10. Amendment of Registration  Rights. The Holders of a majority of the
Registrable  Securities then outstanding  may, with the consent of Buyer,  amend
the registration rights granted hereunder.

         11. Termination.  The registration rights set forth in this Declaration
shall  terminate  with  respect to a Holder  (and the shares held by such Holder
shall cease to  constitute  Registrable  Securities)  upon the date which is one
year following the Closing of the Acquisition.

         12.  Obligations of Holders.  By exercising any rights hereunder,  each
Holder shall be deemed to assume all obligations of a Holder hereunder as though
such  Holder were a signatory  hereto.  Buyer may require  Holders to execute an
instrument  whereby such Holders  expressly  assume all  obligations  of Holders
hereunder as a condition precedent to any obligations of Buyer hereunder.




                                                          -5-
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 127749}]
{"company-data": {"conformed-name": "ADVENT SOFTWARE INC /DE/", "cik": "0001002225", "assigned-sic": "7371", "irs-number": "942901952", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26994", "film-number": "98643493"}, "business-address": {"street1": "301 BRANNAN ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94107", "phone": "4155437696"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                                  May 22, 1998
                Date of Report (Date of earliest event reported)

                              ADVENT SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                                 incorporation)

                                     0-26994
                            (Commission File Number)

                                   94-2901952
                      (I.R.S. Employer Identification No.)

                               301 Brannan Street
                         San Francisco, California 94107
                    (Address of principal executive offices)

                                 (415) 543-7696
              (Registrant's telephone number, including area code)
Item 2.                    Acquisition or Disposition of Assets.

                  On May 22, 1998, Advent Software, Inc., a Delaware corporation
(the "Registrant" or "Advent  Software")  acquired (the  "Acquisition")  certain
assets of Blackbaud,  Inc., a South  Carolina  corporation  ("Blackbaud")  for a
total purchase price of $6,513,210 worth of Registrant's  stock as priced on the
date of closing.

                  In connection with the Acquisition,  One Million Three Hundred
Seventy-Nine  Thousand  Two  Hundred  Sixty-Eight  Dollars  ($1,379,268)  of the
consideration  payable in connection with the Acquisition  (the "Escrow Amount")
was placed into escrow,  to be held as security  for any losses  incurred by the
Registrant  in  the  event  of  certain  breaches  by  Blackbaud  of  covenants,
representations  and warranties  contained in the Asset Purchase Agreement dated
May 22, 1998 by and between the  Registrant,  MicroEdge,  Inc.,  a  wholly-owned
subsidiary of Advent  ("MicroEdge") and Blackbaud.  A copy of the Asset Purchase
Agreement is filed as Exhibit 2.1 to this report and is  incorporated  herein by
this reference.

     The Acquisition will be treated as a purchase for financial accounting
purposes.

Item 7.           Financial Statements and Exhibits.

                  The following  financial  statements and exhibits are filed as
part of this report, where indicated.

         (a) Financial  statements of business  acquired,  prepared  pursuant to
Rule 3.05 of Regulation S-X:

                  Not applicable.

         (b) Pro forma financial  information required pursuant to Article 11 of
Regulation S-X:

                  Not applicable.

         (c) Exhibits in accordance with Item 601 of Regulation S-K:

                  Exhibits.

                  2.1      Asset Purchase  Agreement,  dated as of May 22, 1998,
                           by  and  among  Advent  Software,  Inc.,  a  Delaware
                           corporation,  MicroEdge, Inc., a New York corporation
                           and wholly-owned subsidiary of Advent, and Blackbaud,
                           Inc., a South Carolina corporation.

                  4.1      Form of Declaration of Registration Rights.

                  The Registrant agrees to supplementally furnish the Securities
                  and Exchange  Commission  with a copy of any other exhibits or
                  schedules upon request.
INDEX TO EXHIBITS

     EXHIBIT
      NUMBER                                         DESCRIPTION

                2.1  Asset Purchase Agreement,  dated as of May 22, 1998, by and
                     among  Advent  Software,   Inc.,  a  Delaware  corporation,
                     MicroEdge,  Inc., a New York  corporation and  wholly-owned
                     subsidiary of Advent, and Blackbaud, Inc., a South Carolina
                     corporation.

                4.1  Form of Declaration of Registration Rights.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              ADVENT SOFTWARE, INC.

Dated:   June 5, 1998                        By:      /s/ Stephanie G. DiMarco
                                                       ------------------------
                                                       Stephanie G. DiMarco
                                                       Chief Executive Officer
EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AND LICENSE  AGREEMENT  (this  "Agreement") is made
and entered into as of the 22nd day of May 1998 by and between Advent  Software,
Inc., a Delaware corporation ("Advent"), MicroEdge, Inc., a New York corporation
and a  wholly-owned  subsidiary  of  Advent  (collectively,  the  "Buyer"),  and
Blackbaud, Inc., a South Carolina corporation (the "Seller").

                                    RECITALS

          WHEREAS, Seller owns certain  grants-management  software as set forth
     below; and

         WHEREAS,  Seller wishes to sell or license to Buyer and Buyer wishes to
purchase or license,  as the case may be, from Seller,  on the terms and for the
consideration   hereinafter  provided,   all  of  the  assets,   properties  and
intellectual  property  rights  relating to the Grant  Management  Products  (as
defined   in   Section   1.2(a))   as   provided   herein   (collectively,   the
"Grant-Management Product Line");

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations and warranties contained in this Agreement, the parties agree as
follows:

                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

         1.1 Purchase and Sale. Subject to the terms and conditions contained in
this Agreement,  Seller agrees to sell, license, assign, transfer and deliver to
Buyer, as the case may be, and Buyer agrees to purchase and license, as the case
may be,  the  assets  described  in Section  1.2 below on the  Closing  Date (as
defined in Section 2.2 hereof)  free and clear of all liens,  pledges,  charges,
claims,  security  interests or other  encumbrances  of any sort  (collectively,
"Liens"), except as set forth on Schedule 3.9(b).

         1.2  Description  of  Acquired  Assets.  At the  Closing (as defined in
Section 2.2  hereof),  Seller  shall sell and deliver to Buyer,  and Buyer shall
purchase and accept from Seller,  all of Seller's  right,  title and interest in
the following:

                  (a) Grant-Management Products. The products listed on Schedule
1.2(a) attached hereto,  including all of Seller's rights and ownership interest
therein including all intellectual property rights to (subject to Section 1.5(a)
hereunder   for  rights   relating   to  the  Award   Software   Product)   (the
"Grant-Management   Products"),   and  all   technical,   design,   development,
installation,

                                                          -1-
operation and maintenance information concerning the Grant-Management  Products,
including  object  code,  source code  (except for the source code for the Award
Software  Product (as defined in Schedule  1.2(a),  which shall be  deposited in
escrow in  accordance  with  Section 9  hereof),  source  documentation,  source
listings and annotations,  engineering notebooks, test data and test results, as
well as all reference  manuals and support  materials  normally  distributed  to
end-users and potential  end-users in connection  with the  distribution  of the
Grant-Management  Products as well as any other computer  programs  developed or
under  development which are related to the Grant Management  Products,  and all
copies of the Grant  Management  Products  (including  revisions  and updates in
process);  provided,  however,  that all  rights to the Award  Grant  Management
Intellectual Property shall be governed by Section 1.5(a) hereunder;

     (b) Customer and Marketing Databases.  All customer and marketing databases
listed on Schedule 1.2(b) attached hereto (if any);

                  (c)  Certain  Licenses  and  Assigned  Contracts.  All written
agreements,  licenses,  maintenance  contracts,  sublicenses,   instruments  and
undertakings  relating to the  Grant-Management  Contracts,  including  Seller's
contract rights and any accrued or contingent claims of Seller for reimbursement
or refund attached or incident  thereto (the "Assigned  Contracts") as set forth
on  Schedule  1.2(c)  attached  hereto;  provided  that (i) Buyer  shall have no
obligation  pursuant  to any  Assigned  Contract  which by its terms  requires a
consent to  assignment,  unless and until such  consent is obtained or Buyer and
Seller have reached a reasonable and mutually  agreeable  arrangement in writing
which is acceptable to Buyer with respect to such obligations in accordance with
Section 1.3 and (ii) the materials  provided  under this section in  conjunction
with the Award Grant Management  Intellectual Property shall be provided subject
to the limitations of Section 1.5(a);

                  (d) Trademarks,  Trade Names and Brand Names.  All trademarks,
trade names, brand names, trade dress, product names and other identifying marks
or packaging  relating to the Grant  Management  Product Line listed on Schedule
1.2(d); and

                  (e) Seller Claims.  All of Seller's claims other than accounts
receivable against any parties relating to any right, property or asset included
in the Acquired Assets, or against any party to an Assigned Contract,  including
without  limitation,  unliquidated  rights  under  manufacturers'  and  vendors'
warranties or guaranties; and

                  (f) Unearned  Maintenance  Revenue.  All prepaid and collected
maintenance  revenue  that is  unearned  as of June  30,  1998 as set  forth  on
Schedule  1.2(f),  and all  unpaid,  due  maintenance  revenue  relating  to any
Assigned Contract,  it being agreed and understood that such unpaid, due amounts
shall be  forwarded  to Buyer by the 15th of the month  succeeding  the month in
which such payments are received.

It is provided,  however,  that with respect to those Acquired Assets (as herein
defined)  which are  delivered  to Seller by remote  telecommunication  or other
similar  method  Buyer  shall  not take  title  or  possession  of any  tangible
manifestation of such Acquired Assets; and provided further that such

                                                          -2-
tangible  manifestations  to be retained by Seller shall not represent  title to
intellectual  property.  Buyer agrees not to request to take  possession  of any
intangible  Acquired Asset by other than remote  telecommunication  means unless
expressly agreed in writing by Seller.

The items,  property  and rights  described  in (a)  through  (f) above shall be
collectively referred to as the "Acquired Assets."

         1.3 Consents and Third-Party Licenses. To Seller's knowledge,  Schedule
1.3  attached  hereto  sets forth all  material  consents  or  licenses of third
parties required for Seller to sell, license, sublicense, assign or transfer the
Acquired  Assets to Buyer.  If any  material  consent or license  identified  on
Schedule  1.3 is not  obtained  and the  transactions  contemplated  hereby  are
consummated,  Seller agrees to use its reasonable commercial efforts at Seller's
cost after the Closing Date and until such consent or license is obtained and to
cooperate with Buyer in any reasonable  arrangement acceptable to Buyer (such as
subcontracting, sublicensing or subleasing) designed to provide for Buyer all of
the benefits of Seller under such Acquired Asset  (including  enforcement of any
such  agreement  for the  benefit  of  Buyer)  and any and all  rights of Seller
arising out of the breach or cancellation of such Acquired Asset.

         1.4      Assumption of Seller's Liabilities.

                  (a) Buyer shall not assume any  liabilities  or obligations of
Seller  except for those  liabilities  and  obligations  which  Buyer  expressly
assumed pursuant to this Section 1.4.

                  (b) Effective as of the Closing,  Buyer shall assume and agree
to pay, discharge or perform, as appropriate, (i) Seller's obligations under the
Assigned  Contracts  listed on Schedule  1.2(d) attached  hereto,  provided that
Buyer  shall not assume any  Materially  Varying  Obligation  under any  Assumed
Contract (although it shall assume the other obligations  thereunder),  and (ii)
all  liabilities  and  obligations   listed  on  Schedule  1.4  attached  hereto
(collectively,  the "Assumed  Liabilities").  A "Materially  Varying Obligation"
shall refer to any obligation  (including as a result of any written  amendment)
under an  Assumed  Contract:  (A)  which  is  materially  different  in terms of
features,  functions or other  product  commitments  from those set forth in the
form or forms of maintenance  agreement attached hereto as Schedule 1.4(b)(x) or
the form or forms of license  agreement  attached hereto as Schedule  1.4(b)(y),
and (B) as to which there exists  substantial  evidence of commitment by Seller,
its representative or agent.

         1.5      Intellectual Property License.

                  (a) In  conjunction  with the transfer and  assignment  of the
Acquired Assets and subject to the conditions  contained  herein, on the Closing
Date Seller  hereby  grants to Buyer a  perpetual,  irrevocable,  royalty  free,
worldwide,  exclusive  (including as against Seller and its affiliates)  license
solely and exclusively to the Award Grant Management  Intellectual Property that
relates  solely and  exclusively to the Award  Software  Product  (including the
right to grant sublicenses) to develop,  enhance,  modify and prepare derivative
works of, and to use, perform,

                                                          -3-
display,  reproduce, have reproduced,  sell and otherwise distribute,  the Award
Software Product and  enhancements  relating solely and exclusively to the Award
Software  Product and  modifications  thereof relating solely and exclusively to
the Award  Software  Product made by or for the Buyer,  including  modifications
delivered under the Technical Support Agreement attached hereof as Exhibit A and
any  other  modifications  produced  by Seller  for  Buyer's  benefit;  provided
however, that such license shall be subject to and shall not impair all existing
licenses of such Award Grant Management  Intellectual Property or those portions
of the Award  Grant  Management  Intellectual  Property  that  relate to Sellers
non-Award  software product assets.  In conjunction with the foregoing  license,
Seller agrees to execute, at Buyer's expense,  such instruments and documents as
Buyer may reasonably  request.  "Award Grant Management  Intellectual  Property"
means all patents, patent applications,  copyrights,  trademarks, service marks,
trade names,  trade  secrets,  proprietary  information,  technology  rights and
licenses,  proprietary rights and processes,  know-how, research and development
in progress,  and any and all other  intellectual  property  including,  without
limitation,  all  things  authored,  discovered,   developed,  made,  perfected,
improved, designed, engineered,  devised, acquired, produced, conceived or first
reduced to  practice  by Seller or any of its  employees  in the course of their
employment  by  Seller  and that  relate to or are used in  connection  with the
activities  of  Award  Software  Product.  Seller  hereby  grants  a  perpetual,
irrevocable,  royalty  free,  worldwide,  non-exclusive  license to Buyer to any
Award Grant Management Intellectual Property that, while not relating solely and
exclusively to the Award Software Product,  is necessary to the use of the Award
Software Product;  provided,  however, that such non-exclusive license shall not
include  any right in Buyer to  commercially  exploit in any  manner  such Award
Grant Management Intellectual Property not solely and exclusively related to the
Award   Software   Product  in  any   future   products   developed   by  Buyer.
Notwithstanding the foregoing,  "Award Grant Management  Intellectual  Property"
shall  not  include  (i) that  portion  (if any) of the Award  Grant  Management
Intellectual   Property  that  contains  proprietary   information  of  Seller's
customers  or (ii) third party  software  that  prohibits  the  transfer of such
software  as  set  forth  in  Schedule   1.5(a)(i)   and  Schedule   1.5(a)(ii),
respectively.  Buyer  acknowledges that the Award Software Product is integrated
with other  intellectual  property rights related to its other software programs
which are not being licensed  hereunder and that Buyer's license does not extend
to, nor may Buyers exploit in any manner, any intellectual property which is not
solely and exclusively  related to the Award Software Product or the Award Grant
Management  Intellectual Property or is not covered in the non-exclusive license
granted above.

                  (b) If Buyer obtains any  proprietary  information of Seller's
customers as set forth in Schedule 1.5(a)(i)  pursuant to this Agreement,  Buyer
shall hold such  information  confidential,  refrain from using such information
and deliver such information promptly to Seller.

                  (c)  Seller  agrees  not  to  modify,   amend  or  expand  the
provisions of any existing Award Grant Management Intellectual Property licenses
without the prior  consent of Buyer,  which  consent  shall not be  unreasonably
withheld.

                  (d) Buyer shall have the exclusive right to bring,  direct and
control  any  action  to  enforce  intellectual  property  rights  for the Award
Software Product. Seller shall cooperate with

                                         -4-
Buyer, at Buyer's expense (except for the value of time of Seller's  employees),
in connection with any such litigation,  including without limitation by joining
as a party if necessary or appropriate and executing such documents as Buyer may
reasonably request.

                                    ARTICLE 2

                 CONSIDERATION; CLOSING; POST-CLOSING ADJUSTMENT

         2.1      Consideration.

                  (a)  Payment  of  Purchase   Price;   Assumption   of  Assumed
Liabilities.  As consideration for (i) the sale, assignment,  transfer,  license
and delivery of the Acquired  Assets by Seller to Buyer,  (ii) the  agreement by
Seller to provide the transitional  consulting services set forth in Section 6.4
hereof and (iii) the agreement by the Seller to provide  development  support as
set forth in the  Technical  Support  Agreement  attached  hereto as  Exhibit A,
Buyer,  on the terms and  conditions  set forth  herein,  shall (x)  assume  the
Assumed  Liabilities,  (y) deliver to Seller 136,000  shares of Advent's  Common
Stock (the "Buyer's Shares"), and (z) subject to the satisfaction of the revenue
targets set forth in Schedule  2.1(a),  certain  contingent  payments  set forth
therein.  Buyer shall deliver to the Escrow Agent an additional 34,000 shares of
Advent's   Common   Stock  in  escrow  (the  "Escrow   Shares")  as   additional
consideration to be delivered in accordance with Section 7 below as security for
Seller's  indemnity  obligations  under  Section 7 hereof  and as  security  for
Seller's obligations under the Technical Support Agreement.

                  (b) Adjustment of Buyer's Shares. If, between the date of this
Agreement and the Closing Date, the  outstanding  shares of Buyer's Common Stock
shall have been changed into a different  number of shares or a different  class
by reason of any reclassification,  recapitalization,  stock dividend, split-up,
combination,  exchange of shares or  readjustment,  the number of Buyer's Shares
shall be correspondingly adjusted.

                  (c) Fractional  Shares. No fractional shares of Buyer's Common
Stock shall be issued,  but in lieu thereof  Seller shall  receive from Buyer an
amount of cash equal to the value of the fractional share.

         2.2      Closing.

                  (a) Date.  The Closing under this  Agreement  (the  "Closing")
shall take place concurrently with the execution hereof at the offices of Wilson
Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto,  California,  at 10:00
A.M.  Such date on which the Closing is to be held is herein  referred to as the
"Closing Date."

                                                          -5-
(b)      Delivery.  At the Closing:

                           (i)      Buyer  and  Seller   shall  enter  into  and
                                    deliver  the  Technical   Support  Agreement
                                    attached   hereto  as   Exhibit  A  ,  which
                                    Technical   Support  Agreement  will  become
                                    effective upon the Closing.

                           (ii)     Subject to Section  2.2(b)(v),  Buyer  shall
                                    deliver to Seller a  certificate  evidencing
                                    the  Buyer's  Shares,   or  a  copy  of  its
                                    irrevocable  letter  of  instruction  to the
                                    Buyer's transfer agent and acknowledgment by
                                    such  agent  of  Buyer's   request  for  the
                                    issuance of such certificate.

                           (iii)    Buyer shall  deliver to Seller an instrument
                                    of    assumption    of     liabilities    in
                                    substantially  the form of  Exhibit B hereto
                                    by which  Buyer  shall  assume  the  Assumed
                                    Liabilities as of the Closing.

                           (iv)     Seller  shall  deliver to Buyer all bills of
                                    sale, endorsements, assignments, consents to
                                    assignments to the extent obtained and other
                                    instruments   and  documents  as  Buyer  may
                                    reasonably request to sell, convey,  assign,
                                    transfer   and  deliver  to  Buyer  all  the
                                    Acquired    Assets,    including,    without
                                    limitation,  a  Bill  of  Sale  and  General
                                    Assignment    of    Acquired    Assets    in
                                    substantially  the from  attached  hereto as
                                    Exhibit C.

                           (v)      Seller shall  deliver to Buyer a certificate
                                    setting  forth  the  value  of  any  prepaid
                                    maintenance   services  not  yet  earned  as
                                    provided in Schedule 1.2(g), which amount is
                                    to be paid by Seller to Buyer no later  than
                                    twenty (20)  business days after the date of
                                    effectiveness  of a  registration  statement
                                    for the  Buyer's  shares  created  under the
                                    terms  set  forth  in  the   Declaration  of
                                    Registration   Rights   attached  hereto  as
                                    Exhibit F.
 .
                           (vi)     Seller  shall  deliver to Buyer a  Trademark
                                    Assignment   in   substantially   the   form
                                    attached hereto as Exhibit D.

                           (vii)    Seller  shall  deliver to Buyer a  Copyright
                                    Assignment   in   substantially   the   form
                                    attached hereto as Exhibit E.

                           (viii)   Buyer  and  Seller   shall  enter  into  and
                                    deliver  the   Declaration  of  Registration
                                    Rights  attached  hereto as Exhibit F, which
                                    will become  effective  upon the Closing and
                                    will provide, among other things, that Buyer
                                    shall use commercially reasonable efforts to
                                    file a  registration  statement with respect
                                    to the Buyer's Shares  promptly,  but in any
                                    event   within   forty-five   (45)  days  of
                                    Closing.

                                                          -6-
(ix)     Buyer  shall  deliver  to  Seller   evidence
                                    reasonably   satisfactory  to  it  that  the
                                    shares of Buyer Common Stock issuable to the
                                    Seller  pursuant to this  Agreement and such
                                    other  shares  required to be  reserved  for
                                    issuance in connection  with the purchase of
                                    the   Acquired   Assets   shall   have  been
                                    authorized   for   listing   on  The  Nasdaq
                                    National  Market  upon  official  notice  of
                                    issuance.

                           (x)      Seller  shall  deliver  to  Buyer   evidence
                                    satisfactory  to  it  that  the  Seller  has
                                    obtained the consents, approvals and waivers
                                    required from third parties  relating to the
                                    Assigned  Contracts  so  as  to  assign  all
                                    rights of Seller  thereunder  to Buyer as of
                                    the Closing.

                           (xi)     Seller  shall   deliver  to  Buyer  a  legal
                                    opinion in  substantially  the form attached
                                    hereto  as  Exhibit  G from  Wyrick  Robbins
                                    Yates & Ponton L.L.P.,  legal counsel to the
                                    Company.

                           (xii)    Buyer  shall  deliver to the Company a legal
                                    opinion in  substantially  the form attached
                                    hereto  as  Exhibit  H from  Wilson  Sonsini
                                    Goodrich  &  Rosati,  legal  counsel  to the
                                    Buyer.

                           (xiii)   Seller and Buyer  shall  deliver or cause to
                                    be  delivered  to  one  another  such  other
                                    instruments   and  documents   necessary  or
                                    appropriate  to evidence the due  execution,
                                    delivery and performance of this Agreement.

                  (c) Taking of Necessary  Action;  Further  Action.  If, at any
time after the Closing  Date,  any further  action is  necessary or desirable to
carry out the  purposes  of this  Agreement.  The  officers  of Seller are fully
authorized  in the name Seller or  otherwise  to take,  and will take,  all such
lawful and necessary and/or desirable action.

         2.3 Sales and Use Taxes.  The sales, use and transfer taxes arising out
of the  transfer  of the  Acquired  Assets  (the  "Transfer  Taxes"),  shall  be
determined at Closing based on the Allocation described in Section 2.4 and shall
be paid by Buyer.  To the  extent  permitted  by law,  Seller  and  Buyer  shall
cooperate fully in minimizing  Transfer Taxes, which the parties hereto estimate
(based  on a  preliminary  analysis  of  the  assets  to be  transferred)  to be
tax-exempt.  To the extent a taxing  authority  provides  notice to Seller of an
audit of the Transfer Taxes, Seller shall immediately notify Buyer and Buyer and
Seller shall jointly assume  responsibility for such audit and each of Buyer and
Seller shall pay when due 50% of any  additional  Transfer  Taxes (plus interest
and penalties) ultimately assessed with respect to the transactions contemplated
by this  Agreement.  Buyer and Seller  shall have joint  authority  to  control,
settle or defend any proposed  adjustment  to the  Transfer  Taxes and Buyer and
Seller  shall  cooperate  fully,  in the defense or  settlement  of any proposed
adjustment to Transfer Taxes.

                                                          -7-
2.4  Allocation.  The  purchase  and  sale of the  Acquired  Assets  is
intended to constitute a taxable transaction for federal income tax purposes and
the parties shall take no action inconsistent with such treatment.  The Purchase
Price shall be allocated as follows:  81% to purchased software,  9% to customer
lists and 10% to a covenant not to compete. Each of the parties hereto agrees to
report this  transaction as an acquisition for state and federal tax purposes in
accordance with such allocation.

                                    ARTICLE 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller  represents  and  warrants  to Buyer as of the  date  hereof  as
follows:

         3.1 Organization of Seller.  Seller is a corporation duly  incorporated
and validly  existing under the laws of the State of South Carolina and has full
corporate power and authority to carry on the business of the  Grants-Management
Product Line as it is now being conducted and to own the Acquired Assets. Seller
is duly  qualified or licensed to do business as a foreign  corporation  in good
standing in every  jurisdiction in which the ownership of the Acquired Assets or
the conduct of the business of the Grants-Management  Product Line requires such
qualification,  except where the failure to so qualify or be licensed  would not
have a material  adverse  effect on the business or  financial  condition of the
Grants- Management Products.

         3.2 Due Authorization.  Seller has the corporate power and authority to
execute and deliver this Agreement,  and each document,  instrument or agreement
contemplated  hereby,  and to perform its obligations  hereunder and thereunder.
The  execution,  delivery and  performance  of this Agreement and each document,
instrument or agreement  executed  pursuant to this  Agreement by Seller and the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized by all necessary corporate action.

         3.3  Due  Execution  and  Enforceability.   This  Agreement,  and  each
document,  instrument or agreement executed pursuant to this Agreement by Seller
have been duly executed and delivered by Seller, and assuming due authorization,
execution and delivery by Buyer, this Agreement and each document, instrument or
agreement  executed  pursuant to this Agreement by Seller  constitute the legal,
valid  and  binding  obligations  of  Seller,   enforceable  against  Seller  in
accordance with their terms.

         3.4 No Conflict. The execution and delivery of this Agreement, and each
document,  instrument or agreement  executed  pursuant to this Agreement and the
performance of Seller's  obligations  hereunder and  thereunder,  (i) are not in
violation  or breach  of, and will not  conflict  with or  constitute  a default
under, any of the terms of the certificate of incorporation or bylaws of Seller,

                                          -8-
or, except as provided in Schedule 1.2(c), any material  contract,  agreement or
commitment binding upon Seller or any of the Acquired Assets; and (ii) will not,
to the knowledge of Seller,  conflict with or violate any applicable  law, rule,
regulation,   judgment,   order  or  decree  of  any  government,   governmental
instrumentality or court having  jurisdiction over Seller or any of the Acquired
Assets.

         3.5 Consents and  Approvals of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or  regulatory  authority  is  required  to be made or obtained by
Seller in  connection  with the  execution,  delivery  and  performance  of this
Agreement,  the License and each  document,  instrument  and agreement  executed
pursuant to this Agreement.

         3.6      Proprietary Rights and Ownership.

                  (a)  Ownership.  Subject to  Schedule  1.2(c),  Seller owns or
possesses  licenses  or other  rights to  exploit  the  Acquired  Assets and the
intellectual  property  licensed as part of the  Acquired  Assets  (collectively
referred  to as  "Proprietary  Rights")  and has the  rights  to  sell,  assign,
transfer,  license  and  deliver,  as  applicable,  such  Proprietary  Rights as
contemplated herein.

                  (b) No  Infringement.  Except (i) as set forth in Schedule 3.6
attached  hereto,  or (ii) to the extent that any such conflict or  infringement
(or assertion  thereof) would not have a material adverse effect on the value of
the Grants-Management Products or the Grants-Management Product Line to Buyer (a
"Material  Adverse  Effect"),  the  Proprietary  Rights do not conflict  with or
infringe,  and no one has asserted to Seller that such rights  conflict  with or
infringe,  any proprietary rights, owned,  possessed or used by any third party.
There are no claims, disputes,  actions,  proceedings,  suits or appeals pending
against Seller with respect to any Proprietary Rights (other than those, if any,
with respect to which service of process or similar notice may not yet have been
made on Seller), and to the actual knowledge of Seller, none has been threatened
against Seller. Except (i) as set forth in Schedule 3.6 or as limited in Section
1.5,  or (ii) to the  extent any such  claim  would not have a Material  Adverse
Effect,  there are no facts or alleged facts which would  reasonably  serve as a
basis  for any claim  that  Seller  does not have the right to use,  free of any
rights or claims of others, all Proprietary  Rights in the design,  development,
manufacture,  use,  sale and other  disposition  of any or all  products  in the
Grants-Management  Product Line and services presently being used,  furnished or
sold in the conduct of the business of the Grants-Management  Product Line as it
has been and is now being conducted.

                  (c)  Effective  Transfer of  Necessary  Rights.  Except as set
forth in Schedules  1.3 and 3.6 by means of this  Agreement,  together  with the
documents,  instruments and agreements contemplated hereby, Seller will transfer
good and marketable title to all Acquired Assets and Proprietary Rights.  Except
as set forth in  Schedules  1.3 and 3.6, by means of the license in Section 1.5,
together with the documents,  instruments and agreements  contemplated  thereby,
Seller  will  transfer  to Buyer a good and valid  license  to the  Award  Grant
Management  Intellectual  Property and the related  proprietary  rights  covered
thereby.  Except as set forth in Schedules  1.3 and 3.6 or as limited in Section
1.5, the Acquired Assets and related  Proprietary  Rights sold to Buyer pursuant
to

                                                          -9-
this  Agreement,  and the documents,  instruments  and  agreements  contemplated
hereby and thereby,  will transfer to Buyer all necessary  intellectual property
rights  required  by Buyer  to  conduct  the  business  of  Buyer  as  presently
conducted.

         3.7 Contracts.  Each of the Assigned  Contracts referred to on Schedule
1.2(c) to this Agreement is a legal,  binding and  enforceable  obligation by or
against  Seller,  subject to the effect of  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar federal or state laws affecting the
rights of creditors  and the effect or  availability  of rules of law  governing
specific performance,  injunctive relief or other equitable remedies (regardless
of whether any such remedy is  considered  in a proceeding at law or in equity).
Except as set forth in Schedule  1.2(c),  Seller has not  breached,  violated or
defaulted  in any  material  respect  under,  or  received  notice  that  it has
breached,  violated or defaulted in any material respect under, any of the terms
or conditions of any agreement required to be set forth in Schedule 1.2(c). Each
Assigned Contract is in full force and effect and, except as otherwise disclosed
in Schedule 1.2(c),  is not subject to any material default  thereunder of which
Seller has knowledge by any party obligated to Seller pursuant  thereto.  Seller
has  obtained  all material  consents,  waivers and  approvals of parties to any
Assigned  Contract as are required to assign all rights and benefits  thereunder
to Buyer as of the Closing.

         3.8 Restrictions on Business  Activities.  Except on Schedule 3.8 or as
provided  by  this  Agreement,  there  is no  agreement,  commitment,  judgment,
injunction,  order or decree  binding  upon Seller,  the Acquired  Assets or, to
Seller's  knowledge,  any employee of Seller,  which has or could  reasonably be
expected to have the effect of prohibiting or impairing in any material  respect
any use by Buyer of the Acquired Assets following the Closing to the extent used
in the manner generally used prior to the Closing Date.

         3.9      Title to Assets.

                  (a)  Seller neither owns nor leases any real property relating
 to the Acquired Assets.

                  (b)  Seller  has good and valid  title to,  or, in the case of
leased or licensed properties, valid leasehold interests in, or licenses to, all
of the  Acquired  Assets,  free and clear of any Liens,  except as  reflected in
Schedule 3.9(b).

         3.10 Share Acquisition Entirely for Own Account. This Agreement is made
with Seller in reliance upon Seller's representation to Buyer, which by Seller's
execution of this Agreement Seller hereby confirms,  that the Buyer's Shares and
the Escrow Shares to be acquired by Seller will be acquired for  investment  for
Seller's  own  account,  not as a nominee  or agent,  and not with a view to the
resale or  distribution  of any part  thereof,  and that  Seller  has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same. By executing this  Agreement,  Seller further  represents  that Seller
does not have any  contract,  undertaking,  agreement  or  arrangement  with any
person to sell, transfer or grant  participations to such person or to any third
person,  with  respect  to any of the  shares of  Buyer's  Shares and the Escrow
Shares.

                                                         -10-
3.11 Reliance Upon Seller's  Representations.  Seller  understands that
the Buyer's Shares and the Escrow Shares are not registered under the Securities
Act on the ground that the sale provided for in this  Agreement and the issuance
of securities  hereunder is exempt from  registration  under the  Securities Act
pursuant  to section  4(2)  thereof,  and that the  Company's  reliance  on such
exemption is based on Seller's representations set forth herein.

         3.12 Receipt of  Information.  Seller  believes it has received all the
information  it considers  necessary  or  appropriate  for  deciding  whether to
acquire the Buyer's Shares and the Escrow Shares. Seller further represents that
it has had an  opportunity  to ask  questions  and  receive  answers  from Buyer
regarding the business,  properties,  prospects and financial condition of Buyer
and to  obtain  additional  information  (to the  extent  Buyer  possessed  such
information  or  could  acquire  it  without  unreasonable  effort  or  expense)
necessary to verify the accuracy of any information  furnished to it or to which
it had access.

         3.13  Investment  Experience.  Seller is  experienced in evaluating and
investing in securities and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment,  and has such knowledge and experience
in financial and business  matters that it is capable of  evaluating  the merits
and risks of the investment in the Buyer's Shares and Escrow Shares.

         3.14 Restricted Securities.  Seller understands that the Buyer's Shares
and Escrow Shares may not be sold,  transferred or otherwise disposed of without
registration under the Securities Act or an exemption therefrom, and that in the
absence of an effective  registration  statement covering the Buyer's Shares and
Escrow Shares or an available  exemption from registration  under the Securities
Act,  the Buyer's  Shares and Escrow  Shares must be held  indefinitely.  To the
extent  applicable,  each  certificate or other  document  evidencing any of the
Buyer's   Shares  and  Escrow  Shares  shall  be  endorsed  with  the  following
restrictive legend:

                  "THE SHARES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
                  THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
                  NOT BE SOLD, TRANSFERRED,  ASSIGNED,  PLEDGED, OR HYPOTHECATED
                  ABSENT  AN  EFFECTIVE   REGISTRATION   THEREOF,  OR  EXEMPTION
                  THEREUNDER,  UNDER  SUCH  ACT  OR  COMPLIANCE  WITH  RULE  144
                  PROMULGATED UNDER SUCH ACT."

                  Seller covenants that,  except to the extent such restrictions
are waived by Buyer,  Seller shall not transfer  the shares  represented  by any
such certificate  without complying with the restrictions on transfer  described
in such  legend.  Seller  may sell the  Buyer's  Shares  and  Escrow  Shares  in
compliance with Rule 144 promulgated  under the Securities Act without providing
Buyer or any of its  representatives  an opinion of counsel  regarding such sale
and with an  opinion  of  counsel in  reliance  on any other  exemption.  Seller
agrees-to  provide  Buyer with  notice of any sale of Buyer's  Shares and Escrow
Shares no later than immediately  prior to placing an order with a broker or, if
not sold  through a broker,  at the time of closing an agreement to sell Buyer's
Shares and Escrow Shares,

                                                         -11-
and,  to the extent  practicable,  Seller  will use its best  efforts to provide
Buyer 48 hours advance notice of any such sale.

         3.15  Information  Supplied.  Seller  has made  available  to Buyer all
information  reasonably  requested by Buyer. To Seller's  knowledge,  Seller has
disclosed to Buyer all information in Seller's  possession  related to the Grant
Management Product Line that Seller believes is material to the Grant Management
Products and that is not otherwise publicly available.

         3.16  Taxes.  To the extent a failure to do so would  adversely  affect
Buyer, the Acquired Assets or Buyer's use of the Acquired Assets, (i) Seller has
timely filed within the time the period for filing or any extension granted with
respect thereto, all federal, state, local and foreign tax returns,  reports and
estimates ("Returns") which it is required to file relating or pertaining to any
and all  taxes  attributable  to or levied  upon the  Acquired  Assets  and such
Returns are true and correct,  and (ii) paid any and all taxes it is required to
pay in connection with the taxable  periods to which such Returns relate.  There
are (and  immediately  following  the Closing there will be) no liens or similar
encumbrances on the Acquired Assets relating or pertaining to taxes, except with
respect to taxes not yet due and  payable.  Seller has no knowledge of any basis
for the assertion of any claims which, if adversely determined,  would result in
a lien or other  encumbrance  relating or  pertaining  to taxes on the  Acquired
Assets.

         3.17 Brokers' or Finders' Fees. Seller is not a party to, or in any way
obligated under, and has no knowledge of, any contract or outstanding  claim for
the  payment of any  broker's  or finder's  fee in  connection  with the origin,
negotiation, execution or performance of this Agreement, the nonpayment of which
could  result in the  placement of a lien or other  encumbrance  on the Acquired
Assets, or a claim against Buyer or its Affiliates.

         3.18  Representations  Complete.  To the best knowledge of the Company,
none of the representations or warranties made by the Company, nor any statement
made in any schedule or  certificate  furnished by the Company  pursuant to this
Agreement,  contains any untrue  statement of a material fact, or omits to state
any material fact necessary in order to make the statements  contained herein or
therein, in the light of the circumstances under which made, not misleading.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as of the date hereof and as of
the date hereof:

         4.1 Organization of Buyer. Buyer is a corporation duly incorporated and
validly  existing under the laws of the State of Delaware and has full corporate
power and authority to carry on its business as it is now being conducted and to
own the properties and assets it now owns.

                                                         -12-
4.2 Due  Authorization.  Buyer has the corporate power and authority to
execute and deliver this  Agreement and each  document,  instrument or agreement
contemplated hereby,  including but not limited to the documents and instruments
to be delivered by it at the closing,  and to perform its obligations  hereunder
and  thereunder.  The execution,  delivery and performance of this Agreement and
each document,  instrument or agreement  executed  pursuant to this Agreement by
Buyer and the consummation of the transactions  contemplated  hereby and thereby
have been duly authorized by all necessary corporate action.

         4.3 Due Execution and Enforceability. This Agreement and each document,
instrument or agreement executed pursuant to this Agreement by Buyer,  including
but not limited to the License,  have been duly executed and delivered by Buyer,
and assuming due authorization, execution and delivery by Seller, this Agreement
and each document,  instrument or agreement  executed pursuant to this Agreement
by Buyer, including but not limited to the License,  constitute the legal, valid
and binding  obligations of Buyer,  enforceable against Buyer in accordance with
their terms.

         4.4 No Conflict.  The execution and delivery of this Agreement and each
document,  instrument or agreement executed pursuant to this Agreement,  and the
performance  of Buyer's  obligations  hereunder and  thereunder,  (i) are not in
violation  or breach  of, and will not  conflict  with or  constitute  a default
under,  any of the terms of the articles of incorporation or bylaws of Buyer, or
any material contract,  agreement or commitment binding upon Buyer or any of its
assets or  properties;  and (ii) will not, to the  knowledge of Buyer,  conflict
with or violate any applicable law, rule, regulation,  judgment, order or decree
of any government,  governmental  instrumentality  or court having  jurisdiction
over Buyer or any of its assets or properties.

         4.5 Consents and  Approvals of  Governmental  Authorities.  No consent,
approvals or authorization of, or declaration,  filing or registration with, any
governmental or regulatory authority is required to be made or obtained by Buyer
in connection with the execution, delivery and performance of this Agreement and
each document, instrument and agreement executed pursuant to this Agreement.

         4.6 SEC  Documents.  Buyer  has  made  available  to  Seller a true and
complete copy of Buyer's Form 10-K for the year ended December 31, 1997, and any
other statement,  report,  registration  statement or definitive proxy statement
filed by Buyer with the SEC since  December  31, 1997 to the  Closing  Date (the
"Buyer SEC Documents").  As of their respective filing dates, Buyer has made all
necessary  SEC  filings,  the Buyer SEC  Documents  comply or will comply in all
material  respects with the  requirements  of the Exchange Act or the Securities
Act,  as the case may be,  and none of the Buyer  SEC  Documents  contained  any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements made therein,  in light
of the  circumstances  in which they were made,  not  misleading,  except to the
extent  corrected by a document  subsequently  filed with the SEC. The financial
statements of Buyer, including the notes thereto,  included in the SEC Documents
(the "Buyer Financial  Statements")  comply as to form in all material  respects
with applicable accounting requirements and with the published rules and

                                                         -13-
regulations  of the SEC with respect  thereto,  have been prepared in accordance
with GAAP consistently  applied (except as may be indicated in the notes thereto
or, in the case of unaudited  statements,  as permitted by Form 10-Q of the SEC)
and present  fairly the  consolidated  financial  position of Buyer at the dates
thereof and the  consolidated  results of its  operations and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
audit adjustments). There has been no change in Buyer accounting policies except
as  described  in the  notes  to the  Buyer  Financial  Statements.  To  Buyer's
knowledge,  since the most recent filing of Buyer SEC Documents, there have been
no material adverse events which have occurred with respect to the Buyer.

         4.7 Shares of Common Stock.  The shares of Buyer's  Common Stock,  when
issued and  delivered  to Seller or the  Escrow  Agent in  accordance  with this
Agreement,   will  be  duly   authorized,   validly   issued,   fully  paid  and
nonassessable.

         4.8 Brokers' or Finders'  Fees.  Buyer is not a party to, or in any way
obligated under, and has no knowledge of, any contract or outstanding  claim for
the  payment of any  broker's  or finder's  fee in  connection  with the origin,
negotiation, execution or performance of this Agreement, the nonpayment of which
could  result in the  placement of a lien or other  encumbrance  on the Acquired
Assets, or a claim against Buyer or its affiliates.

                                    ARTICLE 5

                         CERTAIN POST-CLOSING COVENANTS

         5.1 Good Faith; Further Assurances. Each party, upon the request of the
other party from time to time after Closing,  shall execute and deliver, and use
their reasonable  efforts to cause other persons to execute and deliver,  to the
other party all such further documents and instruments, and will do or use their
reasonable  efforts to cause to be done such  other  acts,  as either  party may
reasonably  request  more  completely  to  consummate  and  make  effective  the
transactions  contemplated hereby. After the Closing Date, Seller shall endeavor
in good faith to  provide,  consistent  with any  contractual  limitations,  the
information  required by Buyer necessary to understand and enforce the rights it
may have with respect to intellectual property under the Assigned Contracts.

     5.2 Performance of Materially Varying Obligations. Seller shall perform all
Materially Varying Obligations to the reasonable satisfaction of Buyer.

         5.3 Grant  Management  Product  Support.  Seller shall  provide,  for a
period  of up to eight (8)  months  following  the  Closing  telephone  customer
support with the transition of the business of Grant-Management  Product Line to
Buyer.  Such support calls  received by Buyer will be  transferred to Seller for
response.  Additionally,  Seller will train  buyer's  staff to provide  customer
support;  provided,  however, Buyer will pay all travel expenses related to such
training  by Seller.  If after the  initial  eight (8) month  period,  described
above, Buyer continues to require Seller to respond to such

                                                         -14-
support calls,  Buyer will pay Seller a penalty of $33,333 per month for one (1)
additional month of support.

         5.4 Qualified Leads.  Buyer and Seller agree to provide each other with
qualified  leads for their  respective  businesses.  A finder's fee equal to ten
percent  (10%) of the initial  license fees  generated  out of a referral from a
particular  party will be awarded  to such party upon  collection  of such fees.
Each party agrees that fifty  percent  (50%) of such finders fee will be paid to
the employee or employees who generated the qualified lead.

         5.5      Confidentiality.

                  (a) Confidentiality Between the Parties. For a period of up to
two years  following  the  Closing,  Seller may  disclose  to Buyer  information
concerning  the  business,  properties  and  personnel of the  Grants-Management
Products or of Seller.  All such information,  to the extent it would constitute
Confidential  Information  under that certain  Advent  Non-Disclosure  Agreement
dated as of March 12, 1998 (the "Non-Disclosure  Agreement"),  shall be governed
by the terms of the Non-Disclosure Agreement. Buyer's obligation with respect to
such Confidential  Information as provided in the Non-Disclosure Agreement shall
continue for a period of two years  following  the dates of  disclosure  of such
Confidential Information.

                  (b) Non-Disclosure of Information. For two years from the date
hereof, Seller shall not disclose to any party for the purpose of assisting such
party to manufacture or sell Grant Management  Products,  any of the information
regarding  the  Grants-Management   Product  Line  that  Seller  has  heretofore
maintained as confidential or proprietary;  provided,  however that Seller shall
not be required to treat as confidential  or proprietary  any information  which
has become  publicly  known and generally  available  through no wrongful act of
Seller or which is  required  to be  disclosed  by  Seller  by law after  making
commercially reasonable efforts to avoid such disclosure allowed by law.

         5.6  Non-Solicitation.  Buyer  shall  not,  for a period  of two  years
following the Closing, solicit the employment of any Seller employee.

                                    ARTICLE 6

                                 NON-COMPETITION

         6.1  Agreement  by Seller.  From and after the  Closing  Date,  neither
Seller nor any of its more than 50% owned subsidiaries,  or similarly controlled
entities,  shall, during the period commencing on the Closing Date and ending on
the completion of the tenth (10th) full year after the Closing Date:

                                                         -15-
(a) Develop, distribute, manufacture, sell or design, products
performing functions similar to the Grants-Management  Product Line, or relating
to management of charitable  grants or awards more generally,  or grant licenses
with the purpose of assisting a third party to do any of the foregoing;

                  (b) Invest in or acquire  any  company  the  majority of whose
revenues  are derived  from the sale of  Grants-Management  Products if Seller's
aggregate  holdings  would  exceed two percent  (2%) of the  outstanding  voting
securities of such company as to a publicly-traded company, or five percent (5%)
as to a private company; and

                  (c) Except as Buyer may allow, permit an employee of Seller on
behalf of Seller to serve on the board of directors  of any business  entity the
majority  of whose  revenues  are  derived  from  the sale of  Grants-Management
Products.

Notwithstanding  the  foregoing,  Seller  shall  at any  time  after  the  fifth
anniversary  of the Closing  Date be entitled to acquire a company  that derives
less than 50% of its revenues from the sale of Grants-Management  Products. This
covenant not to compete shall  terminate  immediately and  automatically  in the
event that the Buyer shall no longer  engage in any  business in the  commercial
market for the Grants-Management Products.

         6.2  Agreement by Buyer.  Buyer shall not acquire or develop a software
product to be used primarily in the fundraising or fund  accounting  business in
the United States, or a company which has developed such a product, for a period
of three years from the Closing Date. After the third anniversary of the Closing
Date,  Buyer may acquire a company which licenses,  owns or is developing such a
product or products, so long as such product or products do not account for more
than 50% of such company's revenues.  After the third anniversary of the Closing
Date, Buyer shall have no such restriction.

                                    ARTICLE 7

          SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNITY; ESCROW

         7.1  Survival of  Representations  and  Warranties.  All of Buyer's and
Seller's  representations,  warranties  in this  Agreement or in any  instrument
delivered  pursuant to this Agreement  (each as modified by Seller's  disclosure
schedules)  shall survive the Closing and continue  until 5:00 p.m.,  California
time until the date  which is fifteen  (15)  months  following  the date of this
Agreement (the  "Expiration  Date").  Covenants and agreements  hereunder  shall
survive the Closing Date.

         7.2  Indemnification by Seller.  Except as otherwise expressly provided
in this Article 7, Seller shall  defend,  indemnify  and hold  harmless  each of
Buyer  and  its  directors,  officers  and  affiliates  (collectively,   "Seller
Indemnitees"), and shall reimburse Seller Indemnitees, for, from and

                                                         -16-
against  each and every  claim,  loss (which  shall  include any  diminution  in
value),  liability,  judgment,  damage,  cost and  expense  (including,  without
limitation, interest, penalties, costs of preparation and investigation, and the
reasonable fees, disbursements and expenses of attorneys,  accountants and other
professional advisors) (collectively, "Loss" or "Losses") imposed on or incurred
by Seller  Indemnitees  resulting  from or  arising  out of  (including  without
limitation,  resulting from or arising out of any claim made by any third party)
a breach of Seller's representations, warranties or covenants in this Agreement.

         7.3 Indemnification by Buyer. Except as otherwise expressly provided in
this Article 7, Buyer shall  defend,  indemnify and hold harmless each of Seller
and its directors, officers and affiliates (collectively,  "Buyer Indemnitees"),
and shall reimburse Buyer Indemnitees, for, from and against each and every Loss
imposed on or incurred  by Buyer  Indemnitees  resulting  from or arising out of
(including without  limitation,  resulting from or arising out of any claim made
by any third party) a breach of Buyer's representations, warranties or covenants
in this Agreement.

         7.4 Notice and Defense of Third-Party  Claims. If any action,  claim or
proceeding  shall be brought or asserted under this Article 7 against any Seller
Indemnitee or Buyer Indemnitee (each an "Indemnified  Person") in respect of any
claim by a third party for which  indemnity  may be sought  under this Article 7
from  an  indemnifying  person  or  any  successor  thereto  (the  "Indemnifying
Person"), the Indemnified Person shall give prompt written notice of such action
or claim to the  Indemnifying  Person  who shall  assume  the  defense  thereof,
including the employment of counsel  reasonably  satisfactory to the Indemnified
Person and the payment of all  expenses;  except that any delay or failure so to
notify the  Indemnifying  Person shall  relieve the  Indemnifying  Person of its
obligations  hereunder only to the extent,  if at all, that (A) it is prejudiced
by reason of such delay or failure,  or (B) the Indemnified Person fails to give
notice of its  claim.  The  Indemnified  Person  shall  have the right to employ
separate counsel in any of the foregoing  actions,  claims or proceedings and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall be at the expense of the  Indemnified  Person unless both the  Indemnified
Person and the  Indemnifying  Person are named as  parties  and the  Indemnified
Person shall in good faith determine that  representation by the same counsel is
inappropriate.  In the event that the  Indemnifying  Person,  within thirty (30)
days  after  notice of any such  action or claim,  fails to assume  the  defense
thereof, the Indemnified Person shall have the right to undertake the good faith
defense  of such  action,  claim or  proceeding  for the  account  of and at the
expense of the  Indemnifying  Person,  subject to the right of the  Indemnifying
Person to assume the defense of such  action,  claim or  proceeding  at any time
prior to the settlement,  compromise or final determination thereof. Anything in
this  Article 7 to the contrary  notwithstanding,  (a) the  Indemnifying  Person
shall not,  without the Indemnified  Person's prior written  consent,  settle or
compromise  any  action or claim or consent  to the entry of any  judgment  with
respect to any action, claim or proceeding for anything other than money damages
paid by the Indemnifying  Person, and (b) the Indemnified Party shall not settle
or  compromise  any  action or claim or  consent  to the entry of any  judgment,
except  where the  Indemnifying  Person has failed to assume the defense of such
action or claim, and then only with the prior consent of the Indemnifying Party,
which shall not be unreasonably  withheld.  The Indemnifying Person may, without
the  Indemnified  Person's prior consent,  settle or compromise any such action,
claim or proceeding or

                                                         -17-
consent to entry of any  judgment  with respect to any such action or claim that
requires solely the payment of money damages by the Indemnifying Person.

         7.5 Limitation of Remedies.  Each of Buyer and Seller  acknowledges and
agrees that absent fraud its sole and  exclusive  remedy with respect to any and
all claims relating to the subject matter of this Agreement shall be pursuant to
the  indemnification  and (only in the case of Buyer) the escrow  provisions set
forth in this  Article 7. In  furtherance  of the  foregoing,  each of Buyer and
Seller hereby waives,  absent fraud by the other, any and all rights, claims and
causes of action it may have against the other  arising  under or based upon any
Federal, state or local statute, law, ordinance,  rule or regulation (including,
without limitation,  any such relating to environmental matters or arising under
or based upon common law or otherwise).

         7.6 Minimum;  Maximum.  Notwithstanding  the other  provisions  of this
Article 7 and absent  fraud,  neither  party shall be required to indemnify  the
other  unless  all  claims  individually  or in the  aggregate  of one party for
indemnification,  either actual or reasonably estimable, exceed a minimum amount
of $50,000. If the claims of one party exceed such minimum,  that party may seek
indemnification   for  its  entire  claim,   including   such  minimum   amount.
Notwithstanding  the other  provisions of this Article 7 and absent  fraud,  the
maximum amount payable by Seller for all claims of indemnification shall consist
of the value of 34,000  shares on the Closing  Date plus the value of all shares
released from escrow to settle claims under the  Technical  Support  Agreement),
and the maximum amount payable by Buyer for all claims of indemnification  other
than for failure to deliver the Buyer shares and the Escrow Shares in connection
with the  Closing  shall  consist of the value of 34,000  shares on the  Closing
Date.

         7.7      Escrow Arrangements.

                  (a) Escrow Fund. Within one business day of the Closing, Buyer
shall  deposit into an escrow  account (the "Escrow  Account"),  in respect of a
portion of the  purchase  price,  34,000  Shares of Buyer Common Stock (i) to be
released  in  accordance  with the terms  hereof  and of the  Technical  Support
Agreement and (ii) as partial  security for the indemnity  obligations of Seller
hereunder.  The Escrow Amount will be deposited  with U.S.  Bank Trust  National
Association  (or other  institution  acceptable  to Buyer and  Seller) as Escrow
Agent (the  "Escrow  Agent"),  such  deposit to  constitute  an escrow fund (the
"Escrow  Fund") to be governed by the terms set forth herein and at Buyer's cost
and expense.  The Escrow Fund shall be  available as security for the  indemnity
obligations  of Seller set forth in this Article 7 and for security for Seller's
breaches as defined in the  Technical  Support  Agreement  and shall  constitute
Buyer's  initial  remedy with  respect to such  indemnity  obligations  and such
breaches.  Buyer may not receive any funds from the Escrow Fund unless and until
Officer's  Certificates (as defined in paragraph (d) below) identifying  Losses,
the aggregate amount of which exceed $50,000,  have been delivered to the Escrow
Agent as provided in  paragraph  (e); in such case,  Buyer may recover  from the
Escrow Fund the total of its Losses, including the first $50,000.

                                                         -18-
(b) Escrow  Period;  Distribution  upon  Termination of Escrow
Periods.  Subject to the  following  requirements,  the Escrow  Fund shall be in
existence  immediately  following the Closing and shall  terminate at 5:00 p.m.,
California time, on the fifteen (15) month  anniversary of the Closing Date (the
"Escrow  Period")  and the Escrow  Agent shall  endorse such shares in blank and
deliver such shares immediately to Seller; provided that the Escrow Period shall
not  terminate  with  respect to such  amount (or some  portion  thereof),  that
together with the aggregate  amount remaining in the Escrow Fund is necessary in
the  reasonable  judgment of Buyer,  subject to the  objection of Seller and the
subsequent  arbitration  of the matter in the manner  provided in Section 7.7(f)
hereof,  to satisfy any unsatisfied  claims  concerning facts and  circumstances
existing  prior  to the  termination  of such  Escrow  Period  specified  in any
Officer's  Certificate  delivered  to the Escrow  Agent in good  faith  prior to
termination  of such  Escrow  Period.  As  soon as all  such  claims  have  been
resolved,  the Escrow Agent shall deliver to Seller the remaining portion of the
Escrow Fund not required to satisfy such claims.

                  (c) Protection and Investment of Escrow Fund. The Escrow Agent
shall hold and safeguard the Escrow Fund during the Escrow  Period,  shall treat
such fund as a trust fund in accordance with the terms of this Agreement and not
as the  property  of Buyer and shall hold and dispose of the Escrow Fund only in
accordance with the terms hereof.

                  (d)      Claims Upon Escrow Fund.

                           (i)      With respect to claims of Losses under
Section 7.2,  upon receipt by the Escrow Agent at any time on or before the last
day of the Escrow  Period of a  certificate  signed by any  officer of Buyer (an
"Officer's Certificate"): (A) stating that Buyer has paid or properly accrued or
reasonably anticipates that it will have to pay or accrue Losses, (B) specifying
in reasonable  detail the individual  items of Losses  included in the amount so
stated,  the date each such item was paid or properly accrued,  or the basis for
such anticipated liability,  and the nature of the misrepresentation,  breach of
warranty  or  covenant to which such item is  related,  and (C)  specifying  the
requested  total amount to be  delivered by the Escrow Agent to Buyer  utilizing
the formulas set forth below, the Escrow Agent shall,  subject to the provisions
of Section 7.7(e)  hereof,  deliver to Buyer out of the Escrow Fund, as promptly
as  practicable,  an amount held in the Escrow Fund equal to such Losses,  based
upon the value of the Escrow Shares as determined by the closing price as listed
in the Wall Street  Journal of Buyer Common Stock on the date of delivery to the
Escrow Agent of the Officer's Certificate  describing such Losses and as rounded
to the nearest whole share.

                           (ii)     With respect to claims under Section
7.7(a)(i),  upon  receipt by the Escrow Agent of an  Officer's  Certificate  (A)
stating that Seller has breached the  provisions of this Section and the Support
Agreement,  (B) specifying in reasonable  detail the nature of such breach,  and
(C) specifying the requested total amount to be delivered by the Escrow Agent to
Buyer utilizing the formulas set forth in this section,  the Escrow Agent shall,
subject to the provisions of Section 7.7(e),  deliver to Buyer out of the Escrow
Fund, as promptly as practicable, an amount determined by the following formula:
(I) If  corrections  of each  category of defect set forth below are not made in
the number of business  days after Advent  reports such defect to Blackbaud  set
forth opposite such

                                                         -19-
category,  the Escrow  Agent shall  deliver to Buyer shares from the Escrow Fund
having a value  equal to the  number  of  licenses  impacted  by the  defect  as
determined by a report,  whether oral,  written,  or by e-mail,  from a licensee
multiplied by 20% of the license fee paid by such impacted  licensees as rounded
to the nearest whole share:

         Low Status Defects                          24 business days
         Medium Status Defects                       33 business days
         High Status Defects                         31 business days
         Critical Status Defects                     13 business days

                           (iii) In addition, if corrections of each category of
defect set forth below are
still not made in the number of business days  (cumulative  from the date Advent
reports such defect to Blackbaud,  rather than  incremental)  set forth opposite
such  category,  the Escrow Agent,  upon receipt of a new Officer's  Certificate
setting  forth  the same  informational  requirements  listed  above in  Section
7.7(d)(i),  shall also deliver to Buyer  additional  shares from the Escrow Fund
having a value  equal  to the  number  of  licenses  impacted  and  reported  by
Licensees  by the  defect  multiplied  by 20% of the  license  fee  paid by such
impacted licensees (it being understood that such additional penalty shall bring
the total  cumulative  penalty to 40% of the  licensee  fee paid by the impacted
customers, and that having such defects outstanding during the period triggering
such  additional  penalty  shall be  referred  to herein as the  "Extra  Penalty
Phase") as rounded to the nearest whole share:

         High Status Defects                         36 business days
         Critical Status Defects                     18 business days

                           (iv) For purposes of this  Section,  defect is deemed
to be closed when Seller
sends a correction to any customer reporting a defect.  Buyers acknowledged that
defects which are not related to Seller software such as defects  resulting from
a combination  of the software  interacting  with specific  hardware,  operating
systems,  network  systems,  etc.  are not defects for which claims will be made
under the Escrow Agreement.

                  (e)  Objections  to  Claims.  At the time of  delivery  of any
Officer's  Certificate to the Escrow Agent, a duplicate copy of such certificate
shall be  delivered  to Seller  and for a period of ten (10) days  after  actual
receipt by seller of such  certificate,  the Escrow Agent shall make no delivery
to Buyer of any Escrow  Amounts  pursuant to Section  7.7(d)  hereof  unless the
Escrow Agent shall have received written  authorization from Seller to make such
delivery.  After the  expiration  of such ten (10) day period,  the Escrow Agent
shall make  delivery of funds from the Escrow Fund in  accordance  with  Section
7.7(d)  hereof,  provided that no such payment or delivery may be made if Seller
shall  object  in a  written  statement  to the  claim  made  in  the  Officer's
Certificate,  and such  statement  shall have been delivered to the Escrow Agent
prior to the expiration of such ten (10) day period.

                                                         -20-
(f)      Resolution of Conflicts; Arbitration.

                           (i)      In case Seller shall so object in writing to
any claim or claims made in any  Officer's  Certificate,  Seller and Buyer shall
attempt in good faith to agree upon the rights of the  respective  parties  with
respect  to each of such  claims.  If  Seller  and  Buyer  should  so  agree,  a
memorandum  setting  forth such  agreement  shall be prepared and signed by both
parties and shall be  furnished to the Escrow  Agent.  The Escrow Agent shall be
entitled to rely on any such  memorandum and distribute  amounts from the Escrow
Fund in accordance with the terms thereof.

                           (ii) If no such  agreement  can be reached after good
faith negotiation, either
Buyer or Seller may demand  arbitration  of the matter  unless the amount of the
damage or loss is at issue in pending  litigation  with a third party,  in which
event  arbitration  shall not be commenced  until such amount is  ascertained or
both parties agree to arbitration;  and in either such event the matter shall be
settled by arbitration  conducted by three  arbitrators.  Buyer and Seller shall
each select one  arbitrator,  and the two arbitrators so selected shall select a
third arbitrator.  The arbitrators shall set a limited time period and establish
procedures designed to reduce the cost and time for discovery while allowing the
parties an  opportunity,  adequate in the sole judgment of the  arbitrators,  to
discover relevant information from the opposing parties about the subject matter
of the  dispute.  The  arbitrators  shall  rule upon  motions to compel or limit
discovery and shall have the authority to impose sanctions, including attorneys'
fees and costs, to the extent as a court of competent law or equity,  should the
arbitrators   determine   that   discovery   was  sought   without   substantial
justification  or that discovery was refused or objected to without  substantial
justification.  The  decision of a majority of the three  arbitrators  as to the
validity and amount of any claim in such Officer's  Certificate shall be binding
and conclusive upon the parties to this Agreement,  and notwithstanding anything
in  Section  7.7(e)  hereof,  the  Escrow  Agent  shall  be  entitled  to act in
accordance  with such  decision and make or withhold  payments out of the Escrow
Fund in  accordance  therewith.  Such  decision  shall be  written  and shall be
supported by written findings of fact and conclusions  which shall set forth the
award, judgment, decree or order awarded by the arbitrators.

                           (iii)     Judgment upon any award rendered by the
arbitrators  may  be  entered  in  any  court  having  jurisdiction.   Any  such
arbitration shall be held in San Francisco under the rules then in effect of the
American  Arbitration  Association.  For purposes of this Section 7.7(f), in any
arbitration  hereunder  in which any claim or the amount  thereof  stated in the
Officer's  Certificate is at issue,  the arbitrator shall have the discretion to
name one party the  Non-Prevailing  Party.  In the event one party is designated
the  Non-Prevailing  Party  to an  arbitration,  that  party  shall  pay its own
expenses,  the  fees  of  each  arbitrator,  the  administrative  costs  of  the
arbitration  and  the  expenses,   including  without   limitation,   reasonable
attorneys' fees and costs,  incurred by the other party to the  arbitration.  In
the event a  Non-Prevailing  Party is not designated,  each party shall bear its
own expenses and the remaining  costs and expenses shall be split evenly between
the parties.

                  (g) Third-Party  Claims. In the event Buyer becomes aware of a
third-party claim which Buyer believes may result in a demand against the Escrow
Fund, Buyer shall notify Seller of such claim, and Seller shall be entitled,  at
its expense, to participate in any defense of such claim.

                                                         -21-
Buyer  shall have the right in its sole  discretion  to settle  any such  claim;
provided,  however, that except with the consent of Seller, no settlement of any
such claim with third-party claimants shall alone be determinative of the amount
of any claim  against the Escrow Fund. In the event that Seller has consented to
any such settlement, Seller shall have no power or authority to object under any
provision  of this  Article 7 to the  amount of any claim by Buyer  against  the
Escrow Fund with respect to such settlement.

                  (h)      Escrow Agent's Duties.

                           (i)      The Escrow Agent shall be obligated only for
the performance of such duties as are specifically set forth herein,  and as set
forth in any additional  written escrow  instructions which the Escrow Agent may
receive after the date of this Agreement which are signed by an officer of Buyer
and Seller,  and may rely and shall be protected in relying or  refraining  from
acting on any  instrument  reasonably  believed  to be genuine  and to have been
signed or presented  by the proper party or parties.  The Escrow Agent shall not
be liable for any act done or omitted  hereunder as Escrow Agent while acting in
good  faith and in the  exercise  of  reasonable  judgment,  and any act done or
omitted  pursuant to the advice of counsel shall be conclusive  evidence of such
good faith.

                           (ii) The Escrow Agent is hereby expressly  authorized
to comply with and
obey  orders,  judgments  or  decrees of any court of law,  notwithstanding  any
notices,  warnings or other communications from any party or any other person to
the  contrary.  In case the Escrow Agent obeys or complies  with any such order,
judgment or decree of any court,  the Escrow Agent shall not be liable to any of
the  parties  hereto  or to any  other  person  by  reason  of such  compliance,
notwithstanding any such order, judgment or decree being subsequently  reversed,
modified,  annulled,  set aside,  vacated or found to have been entered  without
jurisdiction.

                           (iii)  The  Escrow  Agent  shall not be liable in any
respect on account of the
identity,  authority  or  rights  of the  parties  executing  or  delivering  or
purporting  to execute or deliver  this  Agreement  or any  documents  or papers
deposited or called for hereunder.

                           (iv)     The Escrow Agent shall not be liable for the
expiration of any rights under any statute of  limitations  with respect to this
Agreement or any documents deposited with the Escrow Agent.

                           (v)      In performing any duties under the Agreement
, the Escrow  Agent  shall not be liable to any party for  damages,  losses,  or
expenses,  except for gross negligence or willful  misconduct on the part of the
Escrow  Agent.  The Escrow Agent shall not incur any such  liability for (A) any
act or failure to act made or omitted in good faith,  or (B) any action taken or
omitted in reliance  upon any  instrument,  including  any written  statement or
affidavit  provided  for in this  Agreement  that the Escrow Agent shall in good
faith believe to be genuine,  nor will the Escrow Agent be liable or responsible
for  forgeries,  fraud,   impersonations,   or  determining  the  scope  of  any
representative  authority.  In  addition,  the Escrow Agent may consult with the
legal counsel in

                                                         -22-
connection  with Escrow  Agent's  duties under this Agreement and shall be fully
protected in any act taken,  suffered,  or permitted by him/her in good faith in
accordance  with the advice of counsel.  The Escrow Agent is not responsible for
determining  and  verifying  the authority of any person acting or purporting to
act on behalf of any party to this Agreement.

                           (vi) If any controversy arises between the parties to
this Agreement, or with
any other party,  concerning the subject matter of this Agreement,  its terms or
conditions,  the Escrow Agent will not be required to determine the  controversy
or to take any action  regarding it. The Escrow Agent may hold all documents and
Escrow  Fund,  and may wait for  settlement  of any  such  controversy  by final
appropriate  legal  proceedings  or  other  means  as,  in  the  Escrow  Agent's
discretion,  the Escrow  Agent may be  required,  despite  what may be set forth
elsewhere in this Agreement.  In such event, the Escrow Agent will not be liable
for damage.  Furthermore,  the Escrow Agent may at its option, file an action of
interpleader  requiring the parties to answer and litigate any claims and rights
among  themselves.  The Escrow Agent is  authorized to deposit with the clerk of
the court all documents and amounts held in escrow,  except all cost,  expenses,
charges and  reasonable  attorney  fees  incurred by the Escrow Agent due to the
interpleader  action and which the parties  jointly and severally  agree to pay.
Upon  initiating  such  action,  the Escrow  Agent shall be fully  released  and
discharged of and from all  obligations  and  liability  imposed by the terms of
this Agreement.

                           (vii) The parties and their respective successors and
assigns agree jointly
and  severally to indemnify and hold Escrow Agent  harmless  against any and all
losses, claims, damages,  liabilities,  and expenses, including reasonable costs
of investigation,  counsel fees, and disbursements that may be imposed on Escrow
Agent or incurred by Escrow  Agent in  connection  with the  performance  of its
duties under this Agreement, including but not limited to any litigation arising
from this Agreement or involving its subject matter.

                           (viii) The  Escrow  Agent may resign at any time upon
giving at least thirty
(30)  days  written  notice  to the  parties;  provided,  however,  that no such
resignation  shall become  effective until the appointment of a successor escrow
agent which shall be accomplished  as follows:  the parties shall use their best
efforts to mutually  agree on a successor  escrow agent within  thirty (30) days
after  receiving  such  notice.  If the  parties  fail to agree upon a successor
escrow agent within such time,  the Escrow Agent shall have the right to appoint
a successor  escrow agent  authorized to do business in the State of California.
The successor  escrow agent shall  execute and deliver an  instrument  accepting
such  appointment  and it shall,  without  further  acts, be vested with all the
estates, properties,  rights, powers, and duties of the predecessor escrow agent
as if  originally  named as escrow  agent.  The Escrow Agent shall be discharged
from any further duties and liability under this Agreement.

                  (i) Fees. All fees of the Escrow Agent for  performance of its
duties  hereunder  shall be paid by Buyer.  It is  understood  that the fees and
usual  charges  agreed upon for services of the Escrow Agent shall be considered
compensation  for ordinary  services as contemplated  by this Agreement.  In the
event that the  conditions of this Agreement are not promptly  fulfilled,  or if
the

                                                         -23-
Escrow Agent renders any service not provided for in this  Agreement,  or if the
parties  request a substantial  modification of its terms, or if any controversy
arises,  or if the  Escrow  Agent is made a party  to,  or  intervenes  in,  any
litigation  pertaining  to this escrow or its subject  matter,  the Escrow Agent
shall be reasonably  compensated for such extraordinary  services and reimbursed
for all costs,  attorney's fees, and expenses occasioned by such default, delay,
controversy or litigation. Buyer promises to pay these sums upon demand.

                                    ARTICLE 8

                               SOURCE CODE ESCROW

         Within  three  business  days of Closing,  Buyer shall  deposit  into a
source code escrow (the  "Source Code  Escrow")  the source code and  supporting
documentation  for the Award Grant  Management  Software as set forth in Section
1.5(a), including all technical, design, installation, operation and maintenance
information (if any)  concerning the Award Software  Product,  including  object
code,  source code,  test data and test results and updates of the above as they
become  available,  as well  as all  reference  manuals  and  support  materials
normally distributed to end-users and potential end-users in connection with the
distribution of the Award Software Product unless otherwise  previously provided
to Buyer  pursuant to  Sections  1.2(a) and  1.5(a),  (collectively,  the "Award
Source  Code").  The  Source  Code  Escrow  shall  be in  existence  immediately
following the Closing and shall  terminate at 5:00 p.m.  California  time on the
fifteen (15) month  anniversary of the Closing Date and shall be governed by the
provisions  of the Source Code Escrow  Agreement  attached  hereto as Exhibit I.
Upon  termination  of the Source  Code  Escrow,  the Award  Source code shall be
released  from  escrow and  returned  to Seller,  unless it has been  previously
released  to Buyer in  accordance  with the terms of this  Article  8. The Award
Source Code will be released  from the Source Code Escrow to Buyer upon  receipt
by Escrow  Agent of a  certificate  signed by any  officer of Buyer (an  "Escrow
Officer's  Certificate")  stating that one of the following two  conditions  has
occurred:  (i) an aggregate of three or more High Status Defects and/or Critical
Status  Defects (as such terms are defined in the Technical  Support  Agreement)
are simultaneously  outstanding in the Extra Penalty Phase, or (ii) any one High
Status  Defect or Critical  Status  Defect is  outstanding  for, and  unresolved
after, 60 days. At the time of delivery of any Escrow Officer's  Certificate,  a
duplicate copy of such certificate shall be delivered to Seller and for a period
of ten (10) days  after  receipt  by  Seller,  the  Escrow  Agent  shall make no
delivery to Buyer of the Award  Source  Code unless the Escrow  Agent shall have
received  written  authorization  from  Seller to make such  delivery.  Any such
dispute under this Article 8 shall be handled in accordance with the arbitration
provisions of Section  7.7(f).  The fees of the Escrow Agent for the performance
of its duties hereunder shall be paid by Buyer.

                                                         -24-
ARTICLE 9

                               PAYMENT OF EXPENSES

         Except as specifically  set forth otherwise in this Agreement,  each of
Buyer and Seller shall each pay its own fees and expenses  incurred  incident to
the  preparation  and  carrying  out of  the  transactions  herein  contemplated
(including legal, accounting and travel).

                                   ARTICLE 10

                        TERMINATION, AMENDMENT AND WAIVER

         10.1     Termination.  This Agreement may be terminated at any time
                  -----------
 prior to the Closing Date:

                  (a)      by mutual written consent of Seller and Buyer; or

                  (b) by either  Buyer or  Seller if (i) there  shall be a final
         nonappealable  order of a federal or state  court in effect  preventing
         consummation of this Agreement or (ii) there shall be any action taken,
         or any statute,  rule,  regulation  or order  enacted,  promulgated  or
         issued or  deemed  applicable  to this  Agreement  by any  governmental
         authority which would make consummation of such transactions illegal.

         10.2  Effect  of  Termination.  In the  event  of  termination  of this
Agreement by either Seller or Buyer as provided in Section 10.1,  this Agreement
shall forthwith become void and there shall be no liability or obligation on the
part of the parties hereto or their  respective  officers or directors except as
set forth in Section 5.1 and Article 9.

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

         10.4 Extension; Waiver. At any time prior to the Closing Date, Buyer or
Seller,  by such corporate  action as shall be  appropriate,  may, to the extent
legally  allowed,  (i)  extend  the  time  for  the  performance  of  any of the
obligations or other acts of the other party hereto, (ii) waive any inaccuracies
in the  representations  and warranties made by the other party contained herein
or in any document delivered pursuant hereto and (iii) waive compliance with any
of the agreements or conditions for the benefit of such party contained  herein.
Any  agreement  on the part of a party  hereto to any such  extension  or waiver
shall be valid if set forth in an instrument in writing signed on behalf of such
party.

                                                         -25-
ARTICLE 11

                                     GENERAL

         11.1 Notices. Any notice, request,  instruction or other document to be
given  hereunder  by any party to the other  shall be in writing  and  delivered
personally  or sent by certified  mail,  postage  prepaid,  by  telecopy,  or by
overnight courier service, as follows:

                  Buyer:                    Advent Software, Inc.
                                            301 Brannan Street
                                            San Francisco, California 94107
                                            Attention:  Irv Lichtenwald
                                            Telephone No.: (415) 543-7696
                                            Facsimile No.:  (415) 777-0794

                  with a copy to:           Wilson, Sonsini, Goodrich & Rosati
                                            650 Page Mill Road
                                            Palo Alto, California 94304-1050
                                            Attention:  Mark A. Bertelsen
                                            Telephone No.: (650) 493-9300
                                            Facsimile No.:  (650) 493-6811

                  Seller:                   Blackbaud, Inc
                                            4401 Belle Oaks Drive
                                            Charleston, SC  29405-8530
                                            Attention:  Tim Smith
                                            Telephone No.:  (803) 740-5400
                                            Facsimile No.:  (803) 740-5412

                  with a copy to:           Wyrick Robbins Yates & Ponton L.L.P.
                                            4101 Lake Boone Trail, Suite 300
                                            Raleigh, NC  27607
                                            Attention:  Larry E. Robbins
                                            Telephone No.:  (919) 781-4000
                                            Facsimile No.:  (919) 781-4865

or to such other persons as may be  designated  in writing by the parties,  by a
notice given as aforesaid.  Any such notice shall be deemed given when delivered
personally,  four days after being sent certified mail, postage prepaid,  or the
next business day if delivered by telecopy or overnight courier service.

                                                         -26-
11.2 Headings.  The headings of the several  sections of this Agreement
are inserted for  convenience  of reference  only and are not intended to affect
the meaning or interpretation of this Agreement.

         11.3 Counterparts.  This Agreement may be executed in counterparts, and
when so executed each  counterpart  shall be deemed to be an original,  and said
counterparts together shall constitute one and the same instrument.

         11.4 Binding Nature.  This Agreement shall be binding upon and inure to
the benefit of the parties  hereto.  No party may assign or transfer  any rights
under this Agreement,  except that Buyer may assign this Agreement,  the License
and any document, instrument or agreement executed pursuant to this Agreement to
a successor to substantially  all of its business in connection with a change in
the jurisdiction of incorporation of Buyer.

         11.5  Merger.  Except  as  set  forth  in the  License  and  the  other
documents, instruments or agreements executed in connection with this Agreement,
this  Agreement  and the  schedules  referred to herein (a) set forth the entire
understanding  between the parties,  (b) supersede all previous  written or oral
negotiations, commitments, understandings and agreements relating to the subject
matter hereof (except the agreements regarding confidential information referred
to  in  Section  5.4  hereof)  and  (c)  merge  all  prior  and  contemporaneous
discussions  between the parties relating to the subject matter hereof. No party
shall  be  bound  by any  definition,  condition,  representation,  warranty  or
covenant or provision other than as contained herein or contemplated hereby.

         11.6  Bulk  Sales.  The  parties  hereto  agree  that the  transactions
contemplated  hereby are not  subject  to the bulk  transfer  provisions  of the
California Commercial Code.

         11.7  Incorporation of Schedules.  All schedules attached hereto are by
this reference incorporated herein and made a part hereof for all purposes as if
fully set forth herein.

         11.8 Applicable Law. This Agreement shall be governed by, construed and
enforced in  accordance  with the laws of the State of  California as applied to
contracts entered into solely between residents of, and to be performed entirely
in, such state.

                                                         -27-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective  officers thereunto duly authorized,  and the parties
have each signed this Agreement, all as of the date first above written.

                                                     ADVENT SOFTWARE, INC.

                                                     By:

                                                     Name:

                                                     Title:

                                 MICROEDGE, INC.

                                                     By:

                                                     Name:

                                                     Title:

                                 BLACKBAUD, INC.

                                                     By:

                                                     Name:

                                                     Title:

                                  ESCROW AGENT

                                                     By:

                                                     Name:

                                                     Title:

                  [Signature Page to Asset Purchase Agreement]

                                                         -28-
EXHIBIT A

                           Technical Support Agreement

         Advent Software,  Inc., a Delaware corporation  ("Advent"),  MicroEdge,
Inc.,  a  New  York   corporation  and  a  wholly-owned   subsidiary  of  Advent
(collectively,  the "Buyer"), and Blackbaud,  Inc., a South Carolina corporation
("Seller") agree as follows, effective as of this 22nd day of May, 1998:

         Seller shall be  responsible  for responding to customers of Buyer that
report defects in the current version of Award(TM)  ("Award")  during the period
of fifteen (15) months from the date hereof (the  "Support  Period");  provided,
however,  that Seller will not be obligated to add,  enhance or otherwise change
any  functionality  that  exists in the  then-current  working  version of Award
unless necessary to correct or work around a defect.

         Response  to  customer  reports of defects in Award will be made in the
following order:

         1.       Buyer  Customer  Support will first  attempt to replicate  the
                  defect.   The  defect  must  be  replicated  in  order  to  be
                  identified as a valid defect.

         2.       Buyer  Customer  Support and Seller Product  Development  will
                  agree  upon  classification  of the  defect  according  to the
                  following categories of severity:

                  Low/Cosmetic Status Defects

                  Defects  involving  a visual  inconsistency  or  design  flaw,
                  including defects in which the functionality of the system may
                  be affected but not  compromised.  Examples are  typographical
                  errors,  color/graphic  inconsistencies,  Windows(TM) commands
                  that respond to keyboard but not mouse.

                  Medium Status Defects

                  Defects   resulting  in  incorrect   functionality   that  may
                  interrupt  a task but that  cause no damage  to the  system or
                  data.  For example,  activating  the "Print"  command  instead
                  cancels the print process, but the data remains intact and the
                  system continues to operate.

                  High Status Defects

                  Defects that  threaten  the  integrity of the software or data
                  and/or cause erroneous results.  Examples are run time errors,
                  incorrect calculations, or errors in core functionality.

                                                          -1-
Critical Status Defects

                  Defects that destroy or corrupt  data,  or  incapacitate  core
                  functionality, e.g., database corruption.

         3.       Seller will allocate programming  resources to correct defects
                  based  on  the  classifications  defined  above  in  order  of
                  importance.   For  example,   Critical   Status  Defects  take
                  precedence  over all others;  other defects follow in order of
                  severity.

         4.       Seller  will be deemed to have  corrected a defect at the time
                  the correction is received by any Licensee reporting a defect.

         If a defect  classified  as high or critical  will take several days to
correct,  Seller will regularly report progress to Buyer Customer Support. These
support  personnel  can  then  relate  the  appropriate  status  message  to the
customer.  In these  cases,  Seller/Buyer  staff  may  offer  workarounds  where
applicable.  During the Support Period, Seller will maintain (a) two programmers
responsible  for the technical  maintenance  of Award and (b) a product  support
manager who will be the customer  support  contact  point for Seller and will be
responsible for Seller's customer support of Award.

         Buyer acknowledges that defects often result not from software but from
a combination  of the software  interacting  with specific  hardware,  operating
systems, network systems, etc., and that Seller does not guaranty the correction
of defects.

                                         -2-
IN WITNESS WHEREOF,  this Technical Support Agreement has been executed
effective as of the date first set forth above:

                                                        ADVENT SOFTWARE, INC.

                                                        By:

                                                        Name:

                                                        Title:

                                                        BLACKBAUD, INC.

                                                        By:

                                                        Name:

                                                        Title:

                                                        MICROEDGE, INC.

                                                        By:

                                                        Name:

                                                        Title:

                 [Signature Page to Technical Support Agreement]

                                                          -3-
ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                              ADVENT SOFTWARE, INC.

                                 MICROEDGE, INC.

                                       AND

                                 BLACKBAUD, INC.

                            Dated as of May 22, 1998

                                                          -4-
TABLE OF CONTENTS
                                   (continued)
                                                                            Page

                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1 - PURCHASE AND SALE OF ASSETS........................................1

         1.1      Purchase and Sale............................................1
         1.2      Description of Acquired Assets...............................1
         1.3      Consents and Third-Party Licenses............................3
         1.4      Assumption of Seller's Liabilities...........................3
         1.5      Intellectual Property License................................3

ARTICLE 2 - CONSIDERATION; CLOSING; POST-CLOSING ADJUSTMENT....................5

         2.1      Consideration................................................5
         2.2      Closing......................................................5
         2.3      Sales and Use Taxes..........................................7
         2.4      Allocation...................................................8

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF SELLER...........................8

         3.1      Organization of Seller.......................................8
         3.2      Due Authorization............................................8
         3.3      Due Execution and Enforceability.............................8
         3.4      No Conflict..................................................8
         3.5      Consents and Approvals of Governmental Authorities...........9
         3.6      Proprietary Rights and Ownership.............................9
         3.7      Contracts...................................................10
         3.8      Restrictions on Business Activities.........................10
         3.9      Title to Assets.............................................10
         3.10     Share Acquisition Entirely for Own Account..................10
         3.11     Reliance Upon Seller's Representations......................11
         3.12     Receipt of Information......................................11
         3.13     Investment Experience.......................................11
         3.14     Restricted Securities.......................................11
         3.15     Information Supplied........................................12
         3.16     Taxes.......................................................12
         3.17     Brokers' or Finders' Fees...................................12
         3.18     Representations Complete....................................12

                                       -i-
TABLE OF CONTENTS
                                   (continued)
                                                                            Page

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF BUYER...........................12

         4.1      Organization of Buyer.......................................13
         4.2      Due Authorization...........................................13
         4.3      Due Execution and Enforceability............................13
         4.4      No Conflict.................................................13
         4.5      Consents and Approvals of Governmental Authorities..........13
         4.6      SEC Documents...............................................13
         4.7      Shares of Common Stock......................................14
         4.8      Brokers' or Finders' Fees...................................14

ARTICLE 5 - CERTAIN POST-CLOSING COVENANTS....................................14

         5.1      Good Faith; Further Assurances..............................14
         5.2      Performance of Materially Varying Obligations...............15
         5.3      Grant Management Product Support............................15
         5.4      Qualified Leads.............................................15
         5.5      Confidentiality.............................................15
         5.6      Non-Solicitation............................................15

ARTICLE 6 - NON-COMPETITION...................................................16

         6.1      Agreement by Seller.........................................16
         6.2      Agreement by Buyer..........................................16

ARTICLE 7 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
         INDEMNITY; ESCROW ...................................................17

         7.1      Survival of Representations and Warranties..................17
         7.2      Indemnification by Seller...................................17
         7.3      Indemnification by Buyer....................................17
         7.4      Notice and Defense of Third-Party Claims....................17
         7.5      Limitation of Remedies......................................18
         7.6      Minimum; Maximum............................................18
         7.7      Escrow Arrangements.........................................18

ARTICLE 8 - SOURCE CODE ESCROW................................................24

ARTICLE 9 - PAYMENT OF EXPENSES...............................................25

                                      -ii-
TABLE OF CONTENTS
                                   (continued)
                                                                            Page

ARTICLE 10 - TERMINATION, AMENDMENT AND WAIVER................................25

         10.1     Termination.................................................25
         10.2     Effect of Termination.......................................25
         10.3     Amendment...................................................26
         10.4     Extension; Waiver...........................................26

ARTICLE 11 - GENERAL..........................................................26

         11.1     Notices.....................................................26
         11.2     Headings....................................................27
         11.3     Counterparts................................................27
         11.4     Binding Nature..............................................27
         11.5     Merger......................................................27
         11.6     Bulk Sales..................................................27
         11.7     Incorporation of Schedules..................................27
         11.8     Applicable Law..............................................28

                                      -iii-
SCHEDULES

Schedule 1.2(a)   Grant Management Products
Schedule 1.2(b)   Customer and Marketing Databases
Schedule 1.2(c)   Certain Licenses and Assigned Contracts
Schedule 1.2(d)   Trademarks, Trade Names and Brand Names
Schedule 1.2(f)   Unearned Maintenance Revenue
Schedule 1.3               Third Party Consents and Licenses
Schedule 1.4               Assumed Liabilities
Schedule 1.5(a)   Intellectual Property Not Related to Award Software Product
Schedule 1.5(a)(i)         Proprietary Customer Information
Schedule 1.5(a)(ii)        Third Party Software Prohibitions
Schedule 3.6               Proprietary Rights and Ownership
Schedule 3.8               Restrictions on Business Activities
Schedule 3.9(b)   Title to Assets

                                    EXHIBITS

Exhibit A                  Technical Support Agreement
Exhibit B                  Assignment and Assumption Agreement
Exhibit C                  Bill of Sale and General Assignment of Assets
Exhibit D                  Assignment of Trademarks
Exhibit E                  Assignment of Copyrights
Exhibit F                  Declaration of Registration Rights
Exhibit G                  Form of Opinion of Counsel to Seller
Exhibit H                  Form of Opinion of Counsel to Buyer
Exhibit I                  Source Code Escrow Agreement

                                      -iv-
EXHIBIT 4.1
                                                                       

                                                      

                              ADVENT SOFTWARE, INC.

                       DECLARATION OF REGISTRATION RIGHTS

         This Declaration of Registration  Rights  ("Declaration") is made as of
the Closing  Date (as defined in the  Agreement)  by Advent  Software,  Inc.,  a
Delaware  corporation  ("Buyer"),  for the benefit of  Blackbaud,  Inc., a South
Carolina  corporation (the "Seller"),  acquiring shares of Common Stock of Buyer
pursuant to that certain Asset  Purchase  Agreement  dated as of May [22],  1998
(the "Agreement"), between Buyer and the Company.

         1.       Definitions.  As used in this Declaration:

                  a.  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  b.  "Securities  Act"  means the Securities  Act of 1933,  as
amended.

                  c. "Form S-3" means such form under the  Securities  Act as in
effect on the date  hereof or any  registration  form under the  Securities  Act
subsequently  adopted by the Commission  which  similarly  permits  inclusion or
incorporation  of substantial  information by reference to other documents filed
by Buyer with the Commission.

                  d.  "Holder"  means:  (i)  Seller,  for so long as such holder
continues to hold such shares, or (ii) a transferee of Registrable Securities by
a Holder,  to whom  registration  rights  under this  Declaration  are  assigned
pursuant to Section 9 of this Declaration.

                  e.  "Registrable  Securities" means for each Holder the shares
of Buyer Common Stock issued to such Holder pursuant to the Agreement,  together
with all other shares of Buyer Common Stock issued in respect thereof (by way of
stock split,  dividend or  otherwise),  and for all Holders the aggregate of all
Registrable  Securities held by all such Holders.  Registrable  Securities shall
include any shares of Buyer Common  Stock  transferred  by a Holder  pursuant to
Section 9 hereof to any person, provided that such transferee agrees to be bound
by the terms of this Declaration.

                  f.       "SEC" means the Securities and Exchange Commission.

         Capitalized  terms not otherwise defined herein have the meanings given
to them in the Agreement.

         2. Registration. Buyer shall use its commercially reasonable efforts to
cause  the  Registrable  Securities  to be  held by each  Holder  following  the
Acquisition to be registered under the Securities Act so as to permit the resale
thereof, and in connection therewith shall use all commercially reasonable

                                                          -1-
efforts to prepare and file with the SEC promptly after  Closing,  and shall use
its  commercially  reasonable  efforts to cause to become effective by not later
than July 30, 1998, a  registration  statement on Form S-3 or on such other form
as  is  then  available  under  the  Securities  Act  covering  the  Registrable
Securities;   provided,  however,  that  each  Holder  shall  provide  all  such
information  and  materials to Buyer and take all such action as may be required
in order to permit Buyer to comply with all applicable  requirements  of the SEC
and  to  obtain  any  desired   acceleration  of  the  effective  date  of  such
registration  statement.  Such  provision  of  information  and  materials  is a
condition  precedent to the  obligations of Buyer pursuant to this  Declaration.
Buyer shall not be required to effect more than one (1) registration  under this
Declaration.  The  offering  made  pursuant  to such  registration  shall not be
underwritten.

         3. Postponement of Registration. Notwithstanding Section 2 above, Buyer
shall  be  entitled  to  postpone  the  declaration  of   effectiveness  of  the
registration statement prepared and filed pursuant to Section 2 for a reasonable
period  of time,  but not in  excess  of thirty  (30)  calendar  days  after the
applicable  deadline,  if the Board of Directors of Buyer, acting in good faith,
determines that there exists material  nonpublic  information  about Buyer which
the Board does not wish to disclose in a registration statement (due to the fact
that  such  disclosure  may not be in the best  interests  of  Buyer or  Buyer's
stockholders)  which  information  would otherwise be required by the Securities
Act to be  disclosed  in the  registration  statement  to be filed  pursuant  to
Section 2 above.

         4.  Obligations of Buyer.  Subject to the  limitations of Sections 3, 5
and 11, Buyer shall (i) keep the registration statement filed in accordance with
Section 2 hereof  effective  until the  earlier of (A) sixty (60) days after the
date of  effectiveness  of that  registration  statement or (B) such time as all
Registrable Securities have been sold hereunder;  (ii) prepare and file with the
SEC such  amendments  and  supplements  to such  registration  statement and the
prospectus  used in connection  therewith as may be necessary to comply with the
provisions of the Securities  Act with respect to the sale or other  disposition
of all  securities  proposed to be  registered in such  registration  statement;
(iii) furnish to each Holder such number of copies of any prospectus  (including
any  preliminary  prospectus  and any  amended or  supplemented  prospectus)  in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as each Holder may reasonably request in order to effect the offering
and sale of the shares of the Registrable Securities to be offered and sold, but
only while  Buyer  shall be required  under the  provisions  hereof to cause the
registration  statement  to  remain  current;  and  (iv)  use  its  commercially
reasonable  efforts  to  register  or  qualify  the  shares  of the  Registrable
Securities  covered by such registration  statement under the securities or blue
sky laws of such jurisdictions as each Holder shall reasonably request (provided
that Buyer  shall not be  required  in  connection  therewith  or as a condition
thereto  to qualify to do  business  or to file a general  consent to service of
process in any such jurisdiction where it has not been qualified).

         5. Selling Procedures.  Any sale of Registrable  Securities pursuant to
the  registration  statement  filed in accordance with Section 2 hereof shall be
subject to the following conditions and procedures:

                  a.  Stockholder  Notice:  The  selling  Holder  shall  provide
written  notice  ("Stockholder  Notice") to Buyer no less than five (5) business
days prior to such Holder's intended sale.

                                                          -2-
Within five (5) business days of receipt of the Stockholder  Notice,  Buyer will
inform such Holder in writing if the registration statement and final prospectus
then on file with the SEC is current and otherwise  complies with the Securities
Act such that sales may be made thereunder.  Beginning  immediately upon receipt
of notice from Buyer that the  registration  statement  is current and  complies
with the  Securities  Act, such Holder shall then have ten (10) business days to
sell the  Registrable  Securities  proposed  to be sold,  unless the notice from
Buyer  specifies  that no sale may be made until the date of intended  sale,  as
specified in the Stockholder  Notice,  in which case the Holders must wait until
the date of the  intended  sale to make such sale and Holder shall have ten (10)
business days thereafter to make such sale. After such ten (10) day period,  the
seller shall once again comply with the procedures set forth in this Section 5.a
prior to any further sales;

                  b.  Updating  the  Prospectus:  If Buyer  informs  the selling
Holder that the registration statement or final prospectus then on file with the
SEC is not current or otherwise does not comply with the  Securities  Act, Buyer
shall use  commercially  reasonable  efforts to provide to the selling  Holder a
current  prospectus  that complies with the Securities Act on or before the date
of  the  intended  sale  of  the  Registrable  Securities  as  disclosed  in the
Stockholder Notice; provided, however, that for a period of not more than ninety
(90) days (or any number of lesser periods which total not more than ninety (90)
days) during any  twelve-month  period,  Buyer shall have the right to delay the
preparation  of a current  prospectus  that  complies  with the  Securities  Act
without explanation to such Holder;

                  c.  Blackout  Periods:  Holders who become  employees of Buyer
agree to be bound by  Buyer's  Insider  Trading  Policy as such may be in effect
from time to time for so long as such Holders remain employees of Buyer;

                  d. General:  Notwithstanding the foregoing, Buyer shall notify
each  Holder  (i) of any  request  by the  SEC or any  other  federal  or  state
governmental  authority  during the period of  effectiveness of the registration
statement for amendments or supplements to the registration statement or related
prospectus or for additional information relating to the registration statement,
(ii) of the  issuance  by the SEC or any  other  federal  or state  governmental
authority of any stop order  suspending the  effectiveness  of the  registration
statement or the initiation of any  proceedings  for that purpose,  (iii) of the
receipt  by Buyer of any  notification  with  respect to the  suspension  of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any  jurisdiction or the initiation or threatening of any
proceeding  for such purpose,  or (iv) of the happening of any event which makes
any statement made in the  registration  statement or related  prospectus or any
document  incorporated or deemed to be incorporated  therein by reference untrue
in any  material  respect or which  requires  the  making of any  changes in the
registration  statement or prospectus  so that, in the case of the  registration
statement, it will not contain an untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading,  and that in the case of the prospectus,  it
will not  contain  an untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the  circumstances  under which they were made, not  misleading.  In such event,
Buyer may suspend use of the  prospectus  on written  notice to each Holder,  in
which case each Holder shall not dispose of  Registrable  Securities  covered by
the  registration  statement or  prospectus  until copies of a  supplemented  or
amended  prospectus  are  distributed  to the  Holders or until the  Holders are
advised in writing by Buyer  that the use of the  applicable  prospectus  may be
resumed. Buyer shall use its commercially reasonable efforts to ensure

                                                          -3-
that the use of the  prospectus  may be  resumed as soon as  practicable.  Buyer
shall use its  commercially  reasonable  efforts to obtain the withdrawal of any
order suspending the effectiveness of the registration statement, or the lifting
of any suspension of the qualification (or exemption from  qualification) of any
of the  securities  for sale in any  jurisdiction,  at the earliest  practicable
moment.  Buyer shall,  upon the occurrence of any event  contemplated  by clause
(iv),  prepare a supplement  or  post-effective  amendment  to the  registration
statement or a supplement to the related prospectus or any document incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
such prospectus will not contain an untrue  statement of a material fact or omit
to state a material fact necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

         6.  Availability  of Form S-3.  Buyer  represents  that it is currently
eligible to utilize Form S-3 and agrees that,  for a period of one (1) year from
the Closing,  Buyer will not intentionally  take any action which would preclude
Buyer's eligibility to use Form S-3.

         7.  Expenses.  Buyer  shall  pay  all  of  the  out-of-pocket  expenses
incurred,  other than  underwriting  or selling  discounts and  commissions,  in
connection  with the  registration  of Registrable  Securities  pursuant to this
Declaration,  including,  without limitation,  all SEC, National  Association of
Securities  Dealers,  Inc. and blue sky registration  and filing fees,  printing
expenses,  transfer  agents' and  registrars'  fees, and the reasonable fees and
disbursements of Buyer's outside counsel and independent accountants.

         8. Reports Under Securities Exchange Act of 1934. Buyer agrees to:

     a. use all commercially reasonable efforts to file with the SEC in a timely
manner all reports and other  documents  required of Buyer under the  Securities
Act and the Exchange Act; and

                  b. furnish to each Holder forthwith upon request (i) a written
statement by Buyer that it has complied with the reporting  requirements  of the
Securities Act and the Exchange Act, or that it qualifies as a registrant  whose
securities  may be  resold  pursuant  to  Form  S-3  (at  any  time  that  it so
qualifies),  (ii) a copy of the most recent annual or quarterly  report of Buyer
and (iii) such other information as may be reasonably requested in availing each
Holder of any rule or  regulation  of the SEC which  permits  the selling of any
such securities pursuant to Form S-3.

         9. Assignment of Registration  Rights.  The rights of a Holder pursuant
to this  Declaration  may be assigned by a Holder to a transferee of Registrable
Securities  only if: (a) Buyer is, within a reasonable time after such transfer,
furnished with written  notice of the name and address of such  transferee and a
copy of a duly executed  written  instrument in form reasonably  satisfactory to
Buyer  pursuant  to which such  transferee  assumes all of the  obligations  and
liabilities  of its transferor  hereunder,  agrees itself to be bound hereby and
provides Buyer with such  reasonable  information as Buyer may request to permit
the transferee to sell such Registrable  Securities pursuant to the registration
statement  filed in  accordance  with  Section  2  hereof,  and (b)  immediately
following such transfer,  the disposition of such Registrable  Securities by the
transferee is restricted under the Securities Act.

                                                          -4-
10. Amendment of Registration  Rights. The Holders of a majority of the
Registrable  Securities then outstanding  may, with the consent of Buyer,  amend
the registration rights granted hereunder.

         11. Termination.  The registration rights set forth in this Declaration
shall  terminate  with  respect to a Holder  (and the shares held by such Holder
shall cease to  constitute  Registrable  Securities)  upon the date which is one
year following the Closing of the Acquisition.

         12.  Obligations of Holders.  By exercising any rights hereunder,  each
Holder shall be deemed to assume all obligations of a Holder hereunder as though
such  Holder were a signatory  hereto.  Buyer may require  Holders to execute an
instrument  whereby such Holders  expressly  assume all  obligations  of Holders
hereunder as a condition precedent to any obligations of Buyer hereunder.

                                                          -5-