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

                        Date of Report: November 15, 2001
                       (date of earliest event reported)

                                 COMDISCO, INC.
                             (Debtor-In-Possession)
                           DELAWARE 1-7725 36-2687938
                 6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                 (847) 698-3000




                                       -1-


<PAGE>

Item 2.  Acquisition or Disposition of Assets.



On November 15, 2001,  Comdisco,  Inc. (the "Company") completed the sale of its
Availability  Solutions business (the "Business") to SunGard Data Systems Inc.
("SunGard")  for $ 825 million in cash, plus  approximately  $25 million in cash
for estimated  working  capital  received in excess of agreed-upon  levels.  The
terms of the sale were arrived at pursuant to the auction process  authorized by
the United States Bankruptcy Court for the Northern District of Illinois.

The sale includes the purchase of assets of the U.S.  operations of the Business
and the stock of its subsidiaries in the United Kingdom,  France and Canada. The
sale excludes the purchase of the stock of subsidiaries in Germany and Spain, as
well  as  other  identified  assets,  including  Network  Services  and  IT  CAP
Solutions.

A copy of the  acquisition  agreement  is attached  hereto as Exhibit  99.1.  On
November 15, 2001,  Comdisco and SunGard issued a joint press release related to
the completion of the sale, a copy of which is attached hereto as Exhibit 99.2.


<PAGE>

Item 7.  Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired

         Not applicable.

     (b) Pro Forma Financial Information

         It is impracticable for the Company to provide the required pro forma
         financial information at the time this report is being filed. Pro forma
         financial information required pursuant to this Item 7(b) will be filed
         by amendment to this report as soon as practicable and no later than 60
         days from the filing of this report.

     (c) Exhibits

         Exhibit No.    Description

         99.1   Acquisition Agreement, dated effective as of July 15, 2001
                and  executed   as  of October 12, 2001, by  and  between
                Comdisco, Inc. and SunGard Data Systems Inc.

         99.2   Joint press  release of   SunGard  Data  Systems Inc. and
                Comdisco, Inc., dated November 15, 2001



                                      -2-
<PAGE>


                                   SIGNATURES

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


                                    COMDISCO, INC.

                                    By:     /s/ Ronald C. Mishler
                                            ------------------------------------
                                            Name:    Ronald C. Mishler
                                            Title:   Chief Financial Officer

Dated:   November 30, 2001

                                      -3-

<PAGE>



                                  EXHIBIT INDEX


         99.1   Acquisition Agreement, dated effective as of July 15, 2001
                and  executed   as  of October 12, 2001, by  and  between
                Comdisco, Inc. and SunGard Data Systems Inc.

         99.2   Joint press  release of   SunGard  Data  Systems Inc. and
                Comdisco, Inc., dated November 15, 2001




                                      -4-
<PAGE>

Exhibit 99.1




                              ACQUISITION AGREEMENT


     THIS ACQUISITION  AGREEMENT (the  "Agreement"),  dated effective as of July
15,  2001 (the  "Effective  Date")  and  executed  as of October  12,  2001 (the
"Execution Date"), is made by and between Comdisco, Inc., a Delaware corporation
(the  "Seller"),  and SunGard Data Systems  Inc.,  a Delaware  corporation  (the
"Purchaser"). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in Article IX.

     WHEREAS,  the Seller is engaged (either directly or indirectly  through one
or more wholly-owned direct or indirect subsidiaries) in, among other businesses
not subject to this  Agreement,  the  business  of  providing  availability  and
continuity  solutions,  including  continuity and disaster recovery services for
information technology and data, software products,  related consulting services
and managed web hosting  services in the United States,  Canada,  France and the
United  Kingdom and elsewhere  pursuant to strategic  alliances  (excluding  the
business conducted by the Excluded Subs, the "Business");

     WHEREAS,  the  Seller,  along  with  certain of its  Affiliates,  has filed
voluntary petitions (the "Petitions") for relief commencing cases (collectively,
the  "Chapter 11 Case") under  Chapter 11 of Title 11 of the United  States Code
(the "Bankruptcy  Code") in the United States  Bankruptcy Court for the Northern
District of Illinois (the "Bankruptcy Court");

     WHEREAS,  the  Purchaser  desires to  purchase  and  acquire and the Seller
desires to sell,  convey,  assign and transfer,  or cause to be sold,  conveyed,
assigned  and  transferred,  to the  Purchaser,  the  Acquired  Assets  and  the
Purchaser is willing to assume, and the Seller desires to assign and delegate to
the  Purchaser,  the Assumed  Liabilities,  all in the manner and subject to the
terms and conditions  set forth herein and in accordance  with Sections 105, 363
and 365 of the Bankruptcy Code;

     WHEREAS,  the Seller and certain of its subsidiaries  intend to continue in
the   management   and   possession   of  their   assets   and   businesses   as
debtors-in-possession  in the Chapter 11 Case pursuant to Sections 1107 and 1108
of the  Bankruptcy  Code  and  subject  to the  terms  and  conditions  of  this
Agreement; and



<PAGE>



     WHEREAS,  the  Purchaser  desires to purchase and  acquire,  and the Seller
desires  to sell and  transfer,  or cause  to be sold  and  transferred,  to the
Purchaser all of the equity interests directly or indirectly owned by the Seller
(the  "Interests")  in the  subsidiaries  of the Seller set forth on  Schedule A
(each a  "Transferred  Sub" and  collectively,  the  "Transferred  Subs") in the
manner  and  subject  to the  terms  and  conditions  set  forth  herein  and in
accordance  with Sections 105, 363 and 365 of the Bankruptcy Code (together with
the sale and purchase of the Acquired  Assets and the  assignment and assumption
of the Assumed Liabilities, the "Acquisition").

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,  warranties,  covenants,  and agreements set forth herein,  the
parties hereto agree as follows:


                                    ARTICLE I

                           PURCHASE AND SALE OF ASSETS

Section 1.1  Acquired  Assets.  On the terms and subject to the  conditions  set
forth in this Agreement and subject to approval of the Bankruptcy Court pursuant
to Sections 105, 363 and 365 of Bankruptcy Code, at the Closing the Seller shall
sell, assign, transfer, convey, and deliver, and cause its Affiliates (including
any  Selling  Sub)  to  sell,  assign,  transfer,  convey  and  deliver,  to the
Purchaser,  free and clear of all liens,  claims, and encumbrances of any nature
except for Permitted  Exceptions,  and the Purchaser  shall  purchase and accept
from the Seller and the Selling Subs:

(a)  all right,  title and interest of the Seller and of each Selling Sub in and
     to the Interests;

(b)  all right,  title,  and interest of the Seller and its Affiliates in and to
     any and all  assets of every  kind and  description,  whether  tangible  or
     intangible, real, personal or mixed, wherever situated, owned, held or used
     by the Seller or its Affiliates (including any Selling Sub) or in which the
     Seller or its Affiliates  (including any Selling Sub) has any right,  title
     or interest that is owned, directly or indirectly, leased or otherwise held
     primarily   for  use  in  the   Business,   except  for  Excluded   Assets,
     (collectively,  the "Acquired Assets"). Without limiting the foregoing, the
     Acquired Assets shall include:



<PAGE>


(i)       all billed and unbilled accounts  receivable  (including income earned
          in advance),  notes  receivable and other evidences of indebtedness of
          any Person (other than the Seller or any subsidiary of the Seller) and
          rights to receive  payments  from any Person (other than the Seller or
          any subsidiary of the Seller), including without limitation any rights
          or claims with respect to  third-party  collection  procedures  to the
          extent  arising out of the  operation of the Business  (the  "Accounts
          Receivable");

(ii)      all rights and incidents of interest of the Seller and of each Selling
          Sub to:

          (A)  all  of  the  master  technology  services   agreements,   master
               agreements,  master business continuity agreements,  professional
               services agreements,  web hosting agreements,  software licensing
               agreements,  schedules and supplements  thereto,  oral or written
               (the  "Customer  Contracts"),  between  the Seller (or one of the
               Selling Subs) and a customer  primarily relating to the Business,
               including without  limitation such of the foregoing as are listed
               or described on Schedule 1.1(b)(ii)(A);

          (B)  all  of the  agreements,  contracts  and  arrangements,  oral  or
               written,  between the Seller (or one of the  Selling  Subs) and a
               vendor or other third party providing goods or services including
               strategic  alliances  primarily relating to the Business ("Vendor
               Agreements"),  including without limitation such of the foregoing
               as  are  listed  or  described  on  Schedule  1.1(b)(ii)(B),  but
               excluding  those  Vendor  Agreements  to the extent  they  relate
               solely to the leased real  property  at King of Prussia,  PA, 480
               Carlstadt,  NJ, E  Rutherford  NJ,  Fremont,  CA and  Newark,  NJ
               ("Excluded   Facilities"),   regardless  of  whether   listed  or
               described on Schedule 1.1(b)(ii)(B); and

          (C)  all of the  agreements,  contracts and  arrangements  between the
               Seller  (or one of the  Selling  Subs)  and the past and  current
               employees  but only to the extent  relating  to  confidentiality,
               assignment  of  invention  or  non-competition  relating  to  the
               Business and to the extent assignable;



<PAGE>


(iii)     all Tangible  Personal  Property owned by, or on order to be delivered
          to,  the  Seller  or a  Selling  Sub,  that is used  primarily  in the
          operation of the Business including,  without limitation, (a) Tangible
          Personal  Property  located on, or to be delivered  to, any Owned Real
          Property or premises  subject to the Property  Leases or premises of a
          customer of the  Business or at an Excluded  Facility  and (b) such of
          the foregoing as are listed or described on Schedule 1.1(b)(iii);

(iv)      all  Intellectual  Property  used  primarily  in the  operation of the
          Business,  including  without  limitation  the  Intellectual  Property
          listed or  described in Schedule  1.1(b)(iv)  and all causes of action
          resulting from any  infringement or violation  thereof  (together with
          all  Intellectual  Property of the  Transferred  Subs,  the  "Acquired
          Intellectual Property"); provided that, Purchaser hereby grants to the
          Seller as of the Closing Date a perpetual, royalty-free license to the
          Contract Admin  software and the Prosper  software on an "as is" basis
          with no warranty, for internal purposes;

(v)       all rights and claims  relating  primarily to the Business,  including
          rights and claims under all warranties, representations and guarantees
          made by suppliers,  manufacturers  and  contractors in connection with
          the Acquired Assets;

(vi)      (A) land described on Schedule 1.1(b)(vi)(A) and all buildings,  other
          improvements  and  fixtures  thereon  and all  easements,  rights  and
          appurtenances  relating thereto (the "Owned Real  Property"),  (B) the
          real property  leases and subleases used primarily in the operation of
          the Business  that are listed or  described in Schedule  1.1(b)(vi)(B)
          (the "Property Leases");  (C) the leases and subleases that are listed
          and described on Schedule 1.1(b)(vi)(C) and (D) the service agreements
          primarily relating to the Real Property;

(vii)     to the extent transferrable, all Permits issued to Seller or a Selling
          Sub by any Governmental  Entity primarily relating to the operation of
          the Business,  including  without  limitation such of the foregoing as
          are listed or  described  on  Schedule  1.1(b)(vii),  and all  Permits
          relating to the  ownership,  use,  operation and  construction  of the
          Owned Real Property and the property that is the subject of any of the
          Property Leases;

(viii)    the preferred and common stock, warrants and other equity interests or
          investments that are listed or described on Schedule 1.1(b)(viii);



<PAGE>


(xi)      the bank accounts and lockbox  arrangements  primarily relating to the
          Business   that  are  listed  or  described  on  Schedule   1.1(b)(ix)
          (excluding  all rights or  incidents  of interest  with respect to the
          cash  or  cash   equivalents   in  such  bank  accounts  or  lock  box
          arrangements prior to and as of the Closing Date);

(x)       all  prepaid  items or deposits  (including  without  limitation  real
          property  security deposits for real property included in the Acquired
          Assets  whether  or not listed or  described  on  Schedule  1.1(b)(x))
          existing  on the  Effective  Date  relating to the  Business  that are
          listed or described on Schedule  1.1(b)(x) or that relate primarily to
          the Business arising in the ordinary course after the Effective Date;

(xi)      all goodwill primarily related to the Business;

(xii)     all books and  records of the Seller and the  Selling  Subs  primarily
          relating to the operation of the Business and  reasonably  required by
          the Seller for the operation of the Business, and which do not pertain
          to areas of the Seller's  business other than the Business,  including
          without  limitation  all  employment  records  (with  respect  to  the
          Transferred  Employees and subject to applicable  privacy laws), sales
          and business  records,  customer and supplier  lists,  advertising and
          promotional  materials,   files,  indices,  market  research  studies,
          analyses and similar  information,  marketing  brochures and materials
          and other  nonproprietary  printed or written materials in any form or
          medium relating to the ownership or operation of the Business that the
          Seller is not  required  by law to retain  (of  which the  Seller  may
          retain  duplicates),  and  duplicates of any such  materials  that the
          Seller is required by law to retain;

(xiii)    all other assets  reflected on the  Financial  Statements  (other than
          assets  disposed of since the date thereof in the ordinary  course and
          as permitted under this Agreement) and all other assets obtained since
          the date of the  latest  Financial  Statements  that  would  have been
          reflected in the Financial  Statements had they been owned at the time
          of such Financial Statements;



<PAGE>


(xiv)     all documents, plans, data, books, records, software and other similar
          items  relating to the Real  Property in the  possession or control of
          the Seller,  including,  without  limitation,  (i) all as built plans,
          specifications  and drawings for the Real Property,  (ii) all manuals,
          diagrams,  shop drawings,  warranties and related data  concerning the
          Real  Property and the use,  maintenance  and operation of the systems
          and facilities related thereto,  (iii) keys to the improvements on the
          Real  Property,  (iv) security  codes,  passwords  and  identification
          numbers  pertaining to the operation of the Real  Property,  (v) books
          and  records of the Seller  pertaining  to the  operation,  ownership,
          leasing, maintenance and use of the Real Property,  including, without
          limitation,   books  and   records   with   respect  to  payment   and
          reconciliation  of additional rent paid by tenants or subtenants under
          any of the  Leases  and paid by the  Seller,  as tenant or  subtenant,
          under any of the Property Leases;  and (vi) all computer  software and
          computer files  required to operate the building  systems and security
          systems for Real Property;

(xv)      all Databases  owned or leased by the Seller or a Selling Sub that are
          used primarily in the Business;

(xvi)     all the rights,  properties  or assets that are listed or described on
          Schedule 1.1(b)(xvi);

(xvii)    all rights of  subrogation  in respect of the Assumed  SIP  Guarantees
          (the "Transferred Subrogation Rights"); and

(xviii)   all intercompany  accounts receivable (A) owed by a Transferred Sub to
          the Seller or its  Affiliate  or (B) owed by a  division  of Seller to
          another division of Seller arising from the operation of the Business.

Section  1.2  Excluded  Assets.   Notwithstanding  anything  contained  in  this
Agreement  to  the  contrary,  the  following  rights,   properties  and  assets
(collectively,  the  "Excluded  Assets")  will not be included  in the  Acquired
Assets:

(a)  all cash, cash equivalents, checks which have been received but not cleared
     or marketable  securities  of the Seller and the Selling  Subs,  other than
     prepaid items or deposits that are Acquired Assets; (1)

<PAGE>



(b)  all of the Accounts Receivable that have been satisfied or discharged prior
     to the Closing;

(c)  all of the agreements,  contracts and arrangements  that have terminated or
     expired  prior to the  Closing by their  terms and in the  ordinary  course
     other than agreements, contracts and arrangements under which Seller or the
     Selling Subs have rights thereunder that survive  termination or expiration
     (e.g. confidentiality provisions);

(d)  any agreement, contract or arrangement or portion thereof that is listed or
     described on Schedule 1.2(d) (the "Excluded Contracts");

(e)  any avoidance  actions or other  similar  causes of action  arising  solely
     under Sections 544 through 553, inclusive, of the Bankruptcy Code;

(f)  any  Tangible  Personal  Property or other  tangible  personal  property or
     equipment listed on Schedule 1.1(b)(xvi)  transferred or disposed of in the
     ordinary course and as permitted under this Agreement;

(g)  the company seal, minute books,  charter documents,  stock or equity record
     books and such other  books and  records  as  pertain to the  organization,
     existence or  capitalization  of the Seller and each Selling Sub as well as
     any other  records or  materials  relating to the Seller or any Selling Sub
     generally  and  not  involving  or  related  to the  Acquired  Assets,  the
     Interests or the operations of the Business;

(h)  all contracts of insurance;

(i)  any  right,  property  or asset  that is listed or  described  on  Schedule
     1.2(i);

(j)  the word and name "Comdisco" and the Seller's monograms, logos, trademarks,
     trade names or any variations or combinations  thereof  including such word
     or name;

(k)  any right the  Seller or a Selling  Sub has with  respect  to Tax  refunds,
     claims for Tax refunds and Tax attributes;



<PAGE>


(l)  the corporate services and assets described on Schedule 1.2(l);

(m)  all Seller  Plans  subject to U.S.  jurisdiction  (including  all bonus and
     commission plans) and all Seller Plans which are stock option plans and all
     agreements  related  thereto,  including  all  agreements  related  to  the
     administration of any Seller Plan;

(n)  all rights of subrogation  in respect of the SIP Guarantees  other than the
     Transferred Subrogation Rights; and

(o)  the quotas or equity interests of Comdisco  Continuity  Services Deutchland
     GmbH and the Comdisco Espana S.L. (the "Excluded Subs") (and, by extension,
     all of the rights, assets and properties of the Excluded Subs).

Section 1.3 Assumed Liabilities.  On the terms and subject to the conditions set
forth in this  Agreement,  at the Closing,  the Purchaser  shall assume from the
Seller and its Affiliates and thereafter pay, perform or otherwise  discharge in
accordance  with their  terms,  and shall  hold the  Seller  and its  Affiliates
harmless from all of the liabilities and obligations (of any nature or kind, and
whether  based in common law or statute or arising  under  written  contract  or
otherwise,  known  or  unknown,  fixed  or  contingent,  accrued  or  unaccrued,
liquidated or unliquidated,  real or potential) of the Seller and its Affiliates
only the liabilities that are specified in this paragraph:  (i) with respect to,
arising out of or relating to, the ownership,  possession or use of the Acquired
Assets, including without limitation, the agreements, contracts and arrangements
included in the Acquired Assets from and after the Closing, and the operation of
the Business from and after the Closing;  (ii) in connection with the guarantees
or  letters of credit  related  to  property  leases as listed or  described  in
Schedule 1.3(ii) other than Property Leases relating to Real Property located in
the United States;  (iii) with respect to all intercompany  payables (A) owed or
payable to any Transferred Sub or (B) owed or payable to a division of Seller or
its Affiliates  arising from the operation of the Business  (which includes only
the payables in connection  with the accounts  receivable  acquired  pursuant to
Section 1.1(b)(xviii));  (iv) with respect to the Assumed SIP Guarantees and (v)
as  listed  or   described   in  Schedule   1.3   (collectively,   the  "Assumed
Liabilities").



<PAGE>


Section 1.4 Excluded  Liabilities.  The  Purchaser  shall not assume or agree to
pay, perform or otherwise discharge any liabilities,  obligations or expenses of
the Seller or its Affiliates  (other than the  Transferred  Subs) other than the
Assumed   Liabilities  (the  "Excluded   Liabilities").   Without  limiting  the
generality of the foregoing,  the Seller shall pay any and all  liabilities  for
the cure,  compensation and  reinstatement  costs and expenses of or relating to
the  assumption and  assignment of the  contracts,  leases and other  agreements
included  in the  Acquired  Assets  assumed  by and  assigned  to the  Purchaser
hereunder pursuant to Section 365 of the Bankruptcy Code and the Purchaser shall
have no liability for or obligation in respect of:

(i)    the Seller's  professional fees and expenses for its advisers,  including
       without  limitation,  advisers  retained  pursuant  to an  order  of  the
       Bankruptcy Court;

(ii)   the Chapter 11 Expenses;

(iii)  obligations, liabilities or amounts payable to any security holder of the
       Seller;

(iv)   obligations  of any nature  arising  under any Property  Lease,  Lease or
       service  agreement  relating to leased property prior to the Closing Date
       on  which  such  lease is  assumed  by the  Seller  and  assigned  to the
       Purchaser; provided, however,  notwithstanding the foregoing, but subject
       to Section 5.15, neither the Seller, nor any Selling Sub, shall be liable
       or  responsible  for  the  performance  of  any  repairs  or  maintenance
       whatsoever  required  under any lease  from and  after the  Closing  Date
       (regardless  of whether the need for such  repairs or  maintenance  arose
       prior to the Closing Date);

(v)    obligations or liabilities of the  Transferred  Subs,  which shall remain
       obligations and liabilities of such Transferred Subs;

(vi)   the Seller's or its Affiliates'  obligations or liabilities arising under
       Environmental  Laws  relating  to the  Owned  Real  Property  or the real
       property  subject to the Property  Leases  arising during the Seller's or
       its Affiliate's ownership or use thereof;

(vii) trade payables or general unsecured claims or any other liability not
     expressly assumed under this Agreement;



<PAGE>


(viii) except as provided in Section 5.8, any compensation, severance or benefit
       expense  accruing prior to Closing with respect to Transferred  Employees
       and  Mismatched  Employees,  including,  without  limitation,  under  the
       Incentive Plans; and

(ix)   any liability relating to any Excluded Asset.

Section 1.5 Purchase Price. (a) In consideration for the Acquired Assets and the
Interests,  the Purchaser  shall,  in addition to the  assumption of the Assumed
Liabilities,  pay to the  Seller  at the  Closing  in cash by wire  transfer  of
immediately  available funds to an account or accounts  designated by the Seller
the Estimated Cash Purchase Price less sixty million dollars  ($60,000,000) (the
"Escrow Amount"),  which the Purchaser shall deposit into the Escrow Account and
which shall be held in accordance  with the terms of the Escrow  Agreement.  The
"Unadjusted  Cash Purchase  Price" under this  Agreement  shall be eight hundred
twenty-five million dollars ($825,000,000), provided that, the following occur:

(i)    the Official Committee of Unsecured Creditors in the Chapter 11 Case (The
       "Creditor's  Committee") and the Official Equity Committee in the Chapter
       11 Case (the "Equity  Committee")  shall have  confirmed on the record at
       the auction held on October 11, 2001 their support for this Agreement and
       the adequacy of the purchase price and terms of this Agreement;

(ii)   the offer in this  Agreement  shall  have been  declared  the  highest or
       otherwise  best offer  following  the  conclusion  of the auction held on
       October 11, 2001,  with the support and approval of the Seller's board of
       directors; and

(ii)   the Creditor's  Committee,  the Equity Committee and the Seller shall not
       have  withdrawn  their support  before the conclusion of the Sale Hearing
       scheduled for October 23, 2001,  shall have advised the Bankruptcy  Court
       that this Agreement  should be approved by the Bankruptcy Court and shall
       use reasonable best efforts to obtain such approval.

If the  events  or  actions  set forth in  Sections  1.5(a)(i),  1.5(a)(ii)  and
1.5(a)(iii)  shall not have occurred,  the Unadjusted  Cash Purchase Price under
this  Agreement  shall be eight  hundred  million  dollars  ($800,000,000).  The
Unadjusted  Cash Purchase  Price as it may be adjusted  pursuant to Section 1.6,
shall be the "Cash Purchase Price" under this Agreement.


<PAGE>


(b)  The Seller shall  deliver to the Purchaser  prior to the Closing Date,  and
     shall use its  reasonable  best efforts to make such delivery not less than
     five days prior to the scheduled  Closing Date, a notice  setting forth the
     Seller's good faith  calculation of the Working  Capital of the Business as
     of a date not more than 10 days prior to the Closing Date and certifying to
     such estimates. If such estimate reflects a Working Capital Deficiency, the
     amount of such Working  Capital  Deficiency  shall be  subtracted  from the
     Unadjusted  Cash  Purchase  Price and if such  estimate  reflects a Working
     Capital Surplus,  the amount of such Working Capital Surplus shall be added
     to the Unadjusted Cash Purchase  Price.  The Unadjusted Cash Purchase Price
     as so adjusted shall be the "Estimated Cash Purchase Price."

Section 1.6 Purchase Price  Adjustment.  (a) The Unadjusted  Cash Purchase Price
shall be adjusted following the Closing as follows:

(i)    if the amount of the  Working  Capital  of the  Business  (determined  in
       accordance  with this  Section  1.6) as of the Closing  Date is less than
       thirty six  million,  one hundred  thousand  dollars  ($36,100,000),  the
       Unadjusted  Cash Purchase  Price shall be decreased by an amount equal to
       such difference  (the "Working  Capital  Deficiency")  and the Unadjusted
       Cash Purchase Price, as so adjusted, will be the Cash Purchase Price;

(ii)   if the amount of the  Working  Capital  of the  Business  (determined  in
       accordance  with this Section 1.6) as of the Closing Date is greater than
       thirty six  million,  one hundred  thousand  dollars  ($36,100,000),  the
       Unadjusted  Cash Purchase  Price shall be increased by an amount equal to
       such difference (the "Working  Capital  Surplus") and the Unadjusted Cash
       Purchase Price, as so adjusted, will be the Cash Purchase Price; and

(iii)  if  the  amount  of  the  Working  Capital  of  Business  (determined  in
       accordance  with this  Section  1.6) as of the  Closing  Date is equal to
       thirty six  million,  one hundred  thousand  dollars  ($36,100,000),  the
       Unadjusted Cash Purchase Price will be the Cash Purchase Price.


<PAGE>

The Purchaser shall pay the Seller the amount of any positive difference between
the Cash Purchase Price and the Estimated Cash Purchase Price.  The Seller shall
return to the  Purchaser  the  amount of any  positive  difference  between  the
Estimated Cash Purchase Price and the Cash Purchase Price.  Any amounts required
to be paid or returned  pursuant  to this  Section  1.6(a) (i) by the  Purchaser
shall be paid by wire transfer of  immediately  available  funds to the accounts
specified  by the Seller and (ii) by the Seller  shall be paid to the  Purchaser
from the Escrow Account, in each case within five business days after the amount
of Working Capital is agreed to by the Seller and the Purchaser or any remaining
disputed items are ultimately determined by the Accountants.

(b)    As used herein,  the term "Working  Capital"  shall mean, as reflected on
       the Working  Capital  Statement,  the sum of cash held by the Transferred
       Subs, accounts receivable  (excluding that portion of accounts receivable
       which is aged more than 120 days as of the Closing  Date),  and earned in
       advance of billing  minus  deferred  revenue and  accounts  payable  with
       respect  to the  Transferred  Subs,  but,  with  respect  to  such of the
       foregoing  as are  related  to the  Seller  or a  Selling  Sub (and not a
       Transferred Sub), only to the extent such accounts receivable  constitute
       Acquired Assets; it being understood that cash held by the Seller and the
       Selling  Subs are not  Acquired  Assets  and should  not be  included  in
       Working  Capital  but that  cash  held by a  Transferred  Sub  should  be
       included in Working Capital.  The term "Working Capital  Statement" shall
       mean the  statement of Working  Capital of the Business to be prepared by
       the Seller as of the Closing Date in accordance with this Section 1.6 and
       to be delivered to the  Purchaser as promptly as  practicable  and in any
       event  within  30 days  after  the  Closing  Date.  The  Working  Capital
       Statement  shall be  prepared  by the  Seller  using the same  accounting
       principles,  procedures,  policies  and methods that were used to prepare
       the  Balance  Sheet,  and the  Seller  shall  certify  in  writing to the
       Purchaser on the delivery date of the Working Capital  Statement that the
       Working Capital Statement was so prepared.

(c)    During the preparation of the Working Capital Statement and the period of
       any dispute within the  contemplation  of this Section 1.6, to the extent
       reasonably   necessary  for  the   preparation  of  the  Working  Capital
       Statement,  the Purchaser shall and shall cause the Transferred  Subs and
       any other  Affiliates  of the Purchaser to (i) provide the Seller and the
       Seller's authorized  representatives with reasonable access to the books,
       records,  facilities  and  employees  of the  Business,  (ii) provide the
       Seller as promptly as practicable after the Closing Date (but in no event
       later than 10  business  days  after the  Closing  Date)  with  financial
       information  consistent with the Seller's  existing  financial  reporting
       requirements  for the Business for the period  ending on the Closing Date
       and (iii)  cooperate  fully with the Seller and the  Seller's  authorized
       representatives,  including  the  provision  on a  timely  basis  of  all
       information   necessary  or  useful  in  preparing  the  Working  Capital
       Statement.



<PAGE>


(d)    The Working  Capital  Statement shall be final and binding on the parties
       unless, within 15 days after delivery to the Purchaser, written notice is
       given  by the  Purchaser  to the  Seller  and  the  Escrow  Agent  of its
       objection  setting forth in reasonable  detail the Purchaser's  basis for
       objection.  The  Purchaser  may dispute  items  reflected  on the Working
       Capital  Statement  only on the basis that such items were not arrived at
       in conformity with the accounting  principles,  procedures,  policies and
       methods  that  were  used to  prepare  the  Balance  Sheet.  If notice of
       objection  is given,  the  parties  shall  consult  with each  other with
       respect to the objection. Any amount that is not in dispute will promptly
       be paid by the party  obligated  to make such  payment  hereunder  to the
       party  entitled to receive  such  payment  hereunder.  If the parties are
       unable to reach  agreement  within 15 days after the notice of  objection
       has  been  given,  the  dispute  shall  be  submitted,   as  promptly  as
       practicable,  for  resolution  to Deloitte & Touche (the  "Accountants").
       Each  party  agrees  to  execute,  if  requested  by the  Accountants,  a
       reasonable  engagement letter. The Accountants will make a determination,
       based solely on  presentations by the Seller and the Purchaser and not by
       independent  review, as to (and only as to) each of the items in dispute,
       which determination will be (i) in writing, (ii) furnished to each of the
       parties hereto as promptly as practicable after the items in dispute have
       been  referred to the  Accountants,  (iii) made in  accordance  with this
       Agreement  and (iv)  conclusive  and  binding  upon  each of the  parties
       hereto. In connection with their determination of the disputed items, the
       Accountants  will  be  entitled  to rely on the  accounting  records  and
       similar  materials  prepared in connection  with the  preparation  of the
       Working Capital  Statement,  and the fees and expenses of the Accountants
       will be paid one-half by the  Purchaser and one-half by the Seller.  Each
       of the Purchaser and the Seller will use reasonable  efforts to cause the
       Accountants  to render their  decision as soon as reasonably  practicable
       (but in no event  later  than 30 days  following  the  expiration  of the
       15-day period  provided above for the Purchaser and the Seller to resolve
       disputes  prior to  submission  to the  Accountants),  including  without
       limitation  by promptly  complying  with all  reasonable  requests by the
       Accountants for information, books, records and similar items.



<PAGE>


Section 1.7  Allocation of Purchase  Price for Tax  Purposes.  The parties agree
that, for all Tax and other reporting purposes,  the Purchaser shall provide the
Seller with an allocation of the Cash Purchase Price and the Assumed Liabilities
among the Acquired Assets,  Assumed Liabilities and the Interests within 90 days
after the Closing Date in accordance  with Section 1060 of the Code.  The Seller
shall have the right to propose changes to such  allocations,  provided that the
Purchaser  shall have ultimate  discretion to reject any such  proposals  unless
such  rejection  would be  unreasonable.  The Seller and the Purchaser  shall be
bound by such allocation (and if necessary, any adjusted allocation),  and shall
file,  or cause to be filed,  a Form  8594 and all  applicable  federal,  state,
local,  provincial  and foreign  income,  franchise  and excise Tax Returns in a
manner that is consistent with such allocation. If the allocation is disputed by
any Taxing Authority,  the party receiving notice of such dispute shall promptly
notify the other party hereto  concerning  the existence of such dispute and the
parties shall consult with each other with respect to all issues  related to the
allocation  in  connection  with such  dispute.  If the IRS proposes a different
allocation, either party may file amended returns based on such allocation.

Section 1.8 Escrow Agreement.  At the Closing,  the Seller,  the Purchaser and a
financial  institution  in the United  States to be mutually  agreed upon by the
parties within ten days of the Execution Date (the "Escrow  Agent"),  will enter
into an escrow agreement in form and substance customary in similar transactions
and  substantially  in the  form  attached  hereto  as  Exhibit  G (the  "Escrow
Agreement").  The Escrow Amount will be held and disposed of by the Escrow Agent
pursuant  to the terms and  conditions  of the  Escrow  Agreement  (the  "Escrow
Account").  All reductions to the  Unadjusted  Cash Purchase Price in accordance
with Section 1.6 and all  obligations  and liabilities of the Seller pursuant to
Article VIII shall be made or  satisfied  exclusively  from the Escrow  Account.
Delivery of funds by the Escrow Agent to the  applicable  parties  shall be made
pursuant to the terms of the Escrow  Agreement and all earnings thereon shall be
distributed on a monthly basis to the Seller.

Section 1.9 Title  Insurance;  Title  Matters.  The Seller shall  provide to the
Purchaser within 20 business days of the parties'  execution of this Agreement a
commitment for ALTA owner's policies of title insurance (or if ALTA policies are
not issued in the applicable  jurisdiction,  the most comprehensive  policy that
may be lawfully issued) in customary form  (collectively  the "Title  Policies")
with  respect to each  parcel of the Owned Real  Property  located in the United
States issued by a reputable title insurance company (the "Title Company") which
commits  the Title  Company  to issue a Title  Policy  for each such  owned Real
Property as of the Closing Date in the amount corresponding to the value for the
particular  property set forth on Schedule 1.9 attached hereto which insures the
Purchaser (or its  subsidiary) and its successors and assigns that the Purchaser
or its applicable subsidiary owns fee title to such Owned Real Property, subject
only to  Permitted  Exceptions.  The  Seller  shall  pay the  cost of the  title
examinations  and the Purchaser shall pay at Closing the cost of the premium for
the Title Policies. The Seller shall deliver to the Purchaser any surveys of the
Real Property in its possession.



<PAGE>


Section  1.10  Trademarks  and  Tradenames.  It is  expressly  agreed  that  the
Purchaser is not purchasing, acquiring or otherwise obtaining any right title or
interest in and to the name Comdisco or any trade names, trademarks, identifying
logos or service  marks  related  thereto or employing  the word Comdisco or any
part or  variation  of any of the  foregoing or any  confusingly  similar  trade
names, trademark or logo. Notwithstanding the foregoing, the Seller shall, enter
into a Trademark  License  Agreement with the Purchaser (the "Trademark  License
Agreement"), substantially in the form of Exhibit F attached hereto.

Section 1.11 Assignment of the Purchaser's  Rights. The Purchaser shall have the
right to assign,  in whole or in part,  any or all of its rights to purchase the
Interests,  Acquired  Assets and Business to one or more  directly or indirectly
wholly-owned  subsidiaries  and to effect  the  Acquisition  in whole or in part
through such subsidiaries; provided that prior to effecting any such assignment,
the Purchaser  shall have  unconditionally  guaranteed  the  obligations  of the
applicable subsidiary.

Section 1.12 Transition Services.  The Seller shall provide to the Purchaser the
services  currently  provided to the Business,  directly or  indirectly,  by the
Seller and listed or  described  in the  Transition  Services  Agreement  or the
schedules thereto, and the services provided at the Excluded Facilities directly
or  indirectly,  by the Seller on the Effective Date for a period up to 6 months
on the terms and subject to the conditions set forth in the Transition  Services
Agreement.

Section 1.13 King of Prussia Facility.  At the Closing,  the Purchaser shall pay
to the Seller,  in cash by wire transfer of  immediately  available  funds to an
account or accounts  designated by the Seller, one million five hundred thousand
dollars  ($1,500,000)  for  certain  of the  estimated  costs to the  Seller  of
Purchaser not acquiring the Excluded Facility in King of Prussia, Pennsylvania.


                                   ARTICLE II

                                   THE CLOSING

<PAGE>


Section 2.1 Closing. The consummation of the transactions  contemplated by this
Agreement  (the  "Closing")  shall take place at the offices of  Skadden,  Arps,
Slate, Meagher & Flom (Illinois), 333 West Wacker Drive, Chicago, Illinois 60606
at 10:00 a.m. on the later of (i) as soon as  reasonably  practicable  after the
entry by the  Bankruptcy  Court of the  Section  363/365  Order and (ii) at such
other time, date, and place as shall be fixed by written  agreement  between the
parties  (the date of the  Closing  being  herein  referred  to as the  "Closing
Date").

Section 2.2 Deliveries at Closing. (a) At the Closing, the Seller shall deliver
or cause to be delivered to the Purchaser:

(i)    duly executed instruments or other evidence sufficient to transfer to the
       Purchaser  the  unencumbered  legal  and  beneficial   ownership  of  the
       Interests and all books and records of the  Transferred  Subs,  including
       evidence of transfer of any nominal director  shares,  transfer forms and
       any local  transfer  agreements in applicable  jurisdictions  outside the
       United States;

(ii)   a duly executed bill of sale (the "Bill of Sale"),  substantially  in the
       form of Exhibit A attached  hereto,  transferring  the Acquired Assets to
       the Purchaser;

(iii)  all other duly  executed  conveyance  documents  reasonably  necessary to
       transfer to the  Purchaser the Acquired  Assets,  including (A) a special
       warranty deed with covenant  against  grantor's  acts for each Owned Real
       Property  purchased by the  Purchaser in a form which is  recordable  and
       customary  for the  jurisdiction  in  which  the  applicable  Owned  Real
       Property is located, (B) an affidavit of title with respect to each Owned
       Real Property acquired by the Purchaser in form satisfactory to the Title
       Company  and (C) such other  affidavits  with  respect to each Owned Real
       Property as customarily and reasonably required by the Title Company;

(iv)   the  Acquired  Assets by making  the  Acquired  Assets  available  to the
       Purchaser at their present locations;

(v)    the assignment  and  assumption  agreement to be entered into between the
       Seller and the Purchaser (the  "Assignment  and  Assumption  Agreement"),
       substantially in the form of Exhibit B attached hereto,  duly executed by
       the Seller  evidencing  the assignment and assumption by the Purchaser of
       the Assumed Liabilities;

(vi)   the Mutual Release duly executed by Seller;

<PAGE>



(vii)  the transition  services  agreement to be entered into between the Seller
       and the Purchaser (the "Transition Services Agreement"), substantially in
       the form of Exhibit C attached hereto, duly executed by the Seller;

(viii) customary  instruments  of assignment  or transfer,  in form suitable for
       recording  in the  applicable  office or  bureau,  with  respect  to each
       trademark,  copyright,  or other item of Acquired  Intellectual  Property
       requiring such an assignment and transferred to the Purchaser hereunder;

(ix)   the Trademark License Agreement, duly executed by the Seller;

(x)    the Escrow Agreement, duly executed by the Seller;

(xi)   a certificate  of an officer of the Seller as to the matters set forth in
       Section 6.3 (a), (b) and (c) of this Agreement; and

(xii)  resignations from each director of each Transferred Sub.

(b)    At the Closing, the Purchaser shall deliver to the Seller:

(i)    the  Estimated  Cash  Purchase  Price  by wire  transfer  in  immediately
       available funds to an account or accounts  designated by the Seller, less
       the Escrow Amount;

(ii)   the Assignment and Assumption Agreement duly executed by the Purchaser;

(iii)  the Transition Services Agreement duly executed by the Purchaser;

(iv)   the Trademark License Agreement, duly executed by the Purchaser;

<PAGE>



(v)    the Escrow Agreement, duly executed by the Purchaser; and

(vi)   the Mutual Release duly executed by Purchaser;

(vii)  a certificate  of an officer of the Purchaser as to the matters set forth
       in Section  6.2 (a) and (b) of this  Agreement  and all other  previously
       undelivered  certificates and other documents required to be delivered by
       the Purchaser to the Seller at or prior to the Closing Date in connection
       with the Acquisition.

(c)    At the  Closing,  the  Purchaser  shall  deliver to the Escrow  Agent the
       Escrow  Amount by wire  transfer  in  immediately  available  funds to an
       account or accounts designated by the Escrow Agent.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     Except as disclosed in the written statement delivered by the Seller to the
Purchaser at or prior to the execution of this Agreement (the "Seller Disclosure
Schedule"), the Seller represents and warrants to the Purchaser as follows:

Section 3.1 Organization.  The Seller and each Business Sub is validly existing
and in good standing (or its equivalent)  under the laws of the  jurisdiction of
its  incorporation  or organization and has the requisite power and authority to
own,  lease and operate its properties and to carry on its business as it is now
being conducted, except where the failure to be so existing and in good standing
or to have such power and  authority  could not be  reasonably  likely to have a
Material  Adverse Effect.  The  jurisdiction of incorporation or organization of
each  Transferred  Sub is set forth on  Schedule  A. Each of the Seller and each
Business  Sub  is  duly  qualified  or  licensed  to do  business  as a  foreign
corporation and is in good standing in each  jurisdiction in which the nature of
the business  conducted by it makes such  qualification or licensing  necessary,
except where the failure to be so duly qualified,  licensed and in good standing
could not be reasonably  likely to have a Material  Adverse Effect.  Attached to
the  Seller  Disclosure   Schedule  is  a  complete  and  correct  copy  of  the
organizational  documents of the Seller and each  Business  Sub, as currently in
effect. Section 1.1

<PAGE>

Section 3.2  Capitalization of Business Subs. (a) The authorized and outstanding
equity  interests  of each  Transferred  Sub are set  forth on  Schedule  A. The
authorized and outstanding equity interests of each Selling Sub are set forth on
Schedule  B.  All of the  equity  interests  of  each  Business  Sub  are  owned
beneficially  and of record by the Seller or a direct or  indirect  wholly-owned
subsidiary  of the Seller as set forth on Schedule A or Schedule B. There are no
existing  (i)  options,   warrants,   calls,   subscriptions  or  other  rights,
convertible securities,  agreements or commitments of any character obligating a
Business Sub to issue,  transfer or sell any equity  interests in such  Business
Sub or securities  convertible into or exchangeable  for such equity  interests,
(ii)  contractual  obligations  of a  Business  Sub  to  repurchase,  redeem  or
otherwise  acquire any equity  interests  in such  Business  Sub or (iii) voting
trusts or similar  agreements to which a Business Sub is a party with respect to
the voting of equity  interests in such Business Sub. At the Closing,  except as
set forth on Schedule A or Schedule B, none of the  Business  Subs will hold any
equity interest in any other entity.

(b)  At the Closing,  the company  books of the  Transferred  Subs will show the
     beneficial  owners of all the issued shares in the Transferred  Subs as the
     registered holders of such shares.



<PAGE>


Section 3.3 Authority Relative to this Agreement.  The Seller has the corporate
power and authority to enter into this  Agreement and each  Ancillary  Agreement
and to carry  out its  obligations  hereunder  and  thereunder.  The  execution,
delivery,  and performance of this Agreement and each Ancillary Agreement by the
Seller  and the  consummation  by the  Seller of the  transactions  contemplated
hereby and thereby, including, but not limited to, the transfer of the Interests
by the  Selling  Subs,  have been duly  authorized  by all  requisite  corporate
action.  This Agreement has been duly and validly  executed and delivered by the
Seller, and upon the entry of the Section 363/365 Order (assuming this Agreement
constitutes a valid and binding obligation of the Purchaser),  will constitute a
valid and binding  agreement  of the Seller,  enforceable  against the Seller in
accordance  with its terms,  subject to applicable  bankruptcy,  reorganization,
insolvency, moratorium and other laws affecting creditors' rights generally from
time to time in effect and to general equitable principles. At the Closing, each
Ancillary Agreement executed and delivered by the Seller will have been duly and
validly  executed and  delivered by the Seller and upon the entry of the Section
363/365 Order  (assuming each such Ancillary  Agreement  constitutes a valid and
binding  obligation  of the  Purchaser  or its  permitted  designee),  each such
Ancillary Agreement will constitute a valid and binding agreement of the Seller,
enforceable  against  it in  accordance  with its terms,  subject to  applicable
bankruptcy,  reorganization,  insolvency,  moratorium  and other laws  affecting
creditors' rights generally from time to time in effect and to general equitable
principles.

Section  3.4  Consents  and  Approvals.  Upon the entry of the Section  363/365
Order, no consent,  approval,  or authorization  of, or declaration,  filing, or
registration  with,  any  Governmental  Entity  will be  required  to be made or
obtained by the Seller or any Business  Sub in  connection  with the  execution,
delivery,  and  performance  of  this  Agreement  and  the  consummation  of the
Acquisition,  except  (a) for  consents,  approvals,  or  authorizations  of, or
declarations or filings with, the Bankruptcy  Court, (b) for filings pursuant to
the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended (the "HSR
Act"), and pursuant to similar antitrust or competition legislation in any other
applicable  jurisdiction,  (c)  those  already  obtained  and (d) for  consents,
approvals,  authorizations,  declarations,  filings, or registrations, which, if
not obtained,  could not be reasonably likely to have a Material Adverse Effect.
Upon the entry of the Section  363/365 Order,  no consent,  approval,  waiver or
authorization of any Person (other than a Governmental  Entity) will be required
in connection  with the execution,  delivery,  and performance of this Agreement
and the consummation of the  Acquisition,  other than those already obtained and
those, which, if not obtained, could not be reasonably likely to have a Material
Adverse Effect.

Section 3.5 Financial Statements.

(a)  Schedule  3.5 contains a true,  complete and correct copy of the  combining
     and combined  unaudited  balance sheet of the Business as of March 31, 2001
     and June 30, 2001,  and in each case,  the related  combining  and combined
     unaudited  income  statement  for the  period  then ended  (such  financial
     statements  being  collectively   referred  to  herein  as  the  "Financial
     Statements").  The Financial  Statements have been prepared on the basis of
     the  information  contained  in the books and records of the Seller and the
     Transferred  Subs.  The Financial  Statements  have been  prepared,  in all
     material respects,  in accordance with U.S.  generally accepted  accounting
     principles  ("GAAP").  The  Financial  Statements  fairly  present  in  all
     material  respects the financial  position and the results of operations of
     the Business for the respective  fiscal periods as of the respective  dates
     therein set forth.

(b)  The Accounts  Receivable and all accounts receivable of any Transferred Sub
     at the Closing  will have arisen from bona fide sales  transactions  in the
     ordinary  course of business  consistent with past practice and are payable
     on ordinary trade terms.

<PAGE>



Section   3.6  No   Violations.   Assuming   that  the   consents,   approvals,
authorizations,  declarations,  and filings referred to in Section 3.4 have been
made or obtained  and shall  remain in full force and effect and the  conditions
set forth in Article VI shall have been  satisfied,  at the Closing  neither the
execution,   delivery,  or  performance  of  this  Agreement  or  the  Ancillary
Agreements by the Seller, nor the consummation by the Seller of the transactions
contemplated  hereby or thereby,  nor  compliance  by the Seller with any of the
provisions  hereof or thereof will (a) conflict  with or result in any breach of
any provisions of the  certificate of  incorporation  or bylaws of the Seller or
the organizational documents of the Business Subs, (b) result in a violation, or
breach of, or constitute (with or without due notice or lapse of time) a default
(or give  rise to any  right of  termination,  cancellation,  vesting,  payment,
exercise,  acceleration,  suspension  or  revocation)  under  any of the  terms,
conditions  or  provisions of any  contract,  agreement or  arrangement  that is
included as an Acquired  Asset or any material  note,  bond,  mortgage,  deed of
trust, security interest, indenture, license, contract, agreement, plan or other
instrument  or  obligation  to which the Seller or one of the Business Subs is a
party or by which the Acquired  Assets,  the Interests or any of the Transferred
Subs'  properties or assets  related to the Business may be bound or affected or
(c) violate any order, writ,  injunction,  decree,  statute,  rule or regulation
applicable  to the Seller,  the  Business  Subs,  the  Interests or the Acquired
Assets,  except  in the case of  clauses  (b) or (c) for  violations,  breaches,
defaults, terminations,  cancellations,  accelerations,  creations, impositions,
suspensions  or  revocations  that (i) could not be reasonably  likely to have a
Material  Adverse Effect or (ii) are excused by or  unenforceable as a result of
the filing of the  Petitions or as a result of the entry of the Section  363/365
Order.

Section 3.7 No Default; Compliance with Applicable Laws; Permits.



<PAGE>


(a)  Neither the Seller nor any  Business  Sub is in default or violation of any
     term, condition or provision of (i) its articles of incorporation,  by-laws
     or  other  organizational   documents  or  (ii)  any  statute,  law,  rule,
     regulation,  judgment, decree, order, arbitration award, concession, grant,
     franchise,  permit  or  license  or  other  governmental  authorization  or
     approval  applicable  to  the  Seller  or a  Business  Sub by  which  their
     respective  assets  and  properties  are bound or to the  Interests  or the
     Acquired Assets, but excluding from the foregoing clause (ii),  defaults or
     violations which could not be reasonably  likely to have a Material Adverse
     Effect or which become applicable as a result of the business or activities
     in which the  Purchaser  is or proposes to be engaged or as a result of any
     acts or  omissions  by,  or the  status  of any facts  pertaining  to,  the
     Purchaser.  Notwithstanding the foregoing, this Section 3.7 shall not apply
     to   Environmental   Laws,   which  are  exclusively  the  subject  of  the
     representations and warranties in Section 3.18.

(b)  Except as could not be reasonably likely to have a Material Adverse Effect,
     each of the Seller  and each  Business  Sub  currently  holds all  permits,
     licenses,  authorizations,   certificates,   exemptions  and  approvals  of
     Governmental Entities (collectively, "Permits") necessary or proper for the
     current use,  occupancy  and  operation of the Acquired  Assets held by the
     Seller or a Selling Sub (or in the case of the Transferred Subs, the assets
     held by the Transferred Subs) and the conduct of the Business, and all such
     Permits  are in full force and  effect.  Except as could not be  reasonably
     likely to have a Material Adverse Effect, as of the Effective Date, neither
     the Seller nor any Business  Sub has  received any written  notice from any
     Governmental  Entity and no proceeding is pending,  or, to the knowledge of
     the  Seller  or a  Transferred  Sub,  threatened,  revoking,  modifying  or
     refusing to renew any Permit or providing  notice of  violations  under any
     Permit.

Section  3.8 Books and Records.  The books,  records and accounts of the Seller
and each Business Sub  maintained  with respect to the Business  accurately  and
fairly  reflect,  in  reasonable  detail,  the  transactions  and the assets and
liabilities  of the Seller and the Business  Subs with respect to the  Business.
The Seller has not engaged in any  transactions  with  respect to the  Business,
maintained  any bank account for the Business or used any of the funds of Seller
or any Business Sub in the conduct of the Business except for transactions, bank
accounts and funds which have been and are reflected in the normally  maintained
books and records of the Seller or a Business Sub.

Section 3.9 Title to Property.  Upon the entry of the Section 363/365 Order, at
the  Closing  the  Seller and each of the  Selling  Subs will have the power and
right to sell,  or  assign,  transfer  and  deliver,  as the case may be, to the
Purchaser  the Acquired  Assets and the  Interests  and on the Closing Date will
sell,  assign,  transfer and deliver the Acquired  Assets and the Interests free
and clear of all liens,  claims,  encumbrances and security interests other than
Permitted  Exceptions,  and the Purchaser will receive good and marketable title
to, or a valid leasehold  interest in, each of the Acquired Assets and Interests
and each of the Transferred Subs will hold all of its assets and properties free
and  clear  of  all  claims,  liens  and  encumbrances,   except  for  Permitted
Exceptions.



<PAGE>


Section 3.10 Ability to Conduct Business. The (i) Acquired Assets, (ii) Excluded
Assets,  (iii) tangible and intangible  assets  currently leased or owned by the
Transferred  Subs and (iv) the assets and rights made available  pursuant to the
Transition  Services  Agreement  and  the  Trademark  License  Agreement,  taken
together,  constitute  substantially  all of the tangible and intangible  assets
that are  required to conduct the  Business as of the  Effective  Date (it being
understood and agreed that nothing set forth in this Section 3.10  constitutes a
representation  or  warranty  that the  Business  can or will be operated at the
existing  performance  levels  following the Closing Date) or are otherwise used
primarily in the Business. The Acquired Assets and the tangible assets currently
leased or owned by the  Transferred  Subs are in good  operating  condition  and
repair, ordinary wear and tear excepted.

Section  3.11  Conduct of  Business.  From the date of the Balance  Sheet to the
Effective  Date,  neither the Seller nor any  Business  Sub has taken any action
that, if taken after the Effective Date, would violate Section 5.4 hereof.

Section  3.12  No  Undisclosed  Liabilities.  Except  (a)  for  liabilities  and
obligations  incurred in the ordinary  course  after the date of the  applicable
portion of the combining  Balance Sheet;  (b) for  liabilities  and  obligations
disclosed,  reflected  or fully  reserved for in the  applicable  portion of the
combining  Balance Sheet;  and (c) for liabilities  and obligations  incurred in
connection  with the actions  contemplated by Section 5.18, from the date of the
Balance  Sheet to the  Effective  Date,  no  Transferred  Sub has  incurred  any
material  liabilities  or  obligations  of any nature  that would  either (i) be
required to be reflected or provided  for in a balance  sheet of the  applicable
Transferred Sub prepared in accordance with the policies, procedures and methods
used to prepare the Balance Sheet or (ii) constitute an extraordinary contingent
liability or financing transaction not reflected on the applicable balance sheet
of each of the  Transferred  Subs as of June 30, 2001 with  respect to which the
related costs or charges have not been reflected in the Financial Statements.

Section 3.13 Taxes.

(a)  Each  Transferred Sub has (i) properly  completed and timely filed (or will
     timely file) all Tax Returns  required to be filed by such  Transferred Sub
     through the Closing Date (taking into account  applicable  extensions)  and
     (ii) paid or accrued (in  accordance  with  generally  accepted  accounting
     principles  in the  applicable  jurisdiction)  all Taxes shown to be due on
     such Tax Returns other than such Taxes as are being contested in good faith
     by such  Transferred  Sub and are so described on Schedule  3.13. As of the
     time of filing,  the  foregoing Tax Returns  correctly  reflected the facts
     regarding the income, business, assets, operations,  activities,  status or
     other  matters of the  Transferred  Sub or any  information  required to be
     shown thereon.

<PAGE>



(b)  There are no ongoing or to the Seller's knowledge,  threatened,  pending or
     expected,   federal,   state,   local,   provincial   or  foreign   audits,
     investigations  or  examinations  of any Tax Return of any  Transferred Sub
     including  any  jurisdiction  where the  Transferred  Sub does not file Tax
     Returns.

(c)  There are no outstanding written requests, agreements,  consents or waivers
     to extend the statutory period of limitations  applicable to the assessment
     of any Taxes against any Transferred Sub.

(d)  No  Transferred  Sub is a party to or bound by any agreement  providing for
     the allocation or sharing of Taxes.

(e)  There  are no liens  for Taxes  upon the  Acquired  Assets or assets of any
     Transferred  Sub which are not  provided for in the Balance  Sheet,  except
     liens for Taxes not yet due and  payable  and for liens for Taxes  that are
     being contested in good faith and that are described on Schedule 3.13.

(f)  There are no  outstanding  rulings of, or requests  for,  rulings  with any
     Taxing Authority  addressed to the Transferred Subs that are, or if issued,
     would be binding on the Transferred Subs.

(g)  None of the Acquired  Assets is property which is required to be treated as
     being owned by any other  person  pursuant to the  so-called  "safe  harbor
     lease"  provisions  of former  Section  168(f)(8) of the Code.  None of the
     Acquired  Assets  directly or  indirectly  secures any debt the interest on
     which is tax exempt under Section 103(c) of the Code.  None of the Acquired
     Assets is "tax-exempt use property" within the meaning of Section 168(h) of
     the Code.

(h)  No Transferred Sub has participated in an international  boycott as defined
     in Section 999 of the Code.

(i)  Prior to Closing,  the Seller shall provide the Purchaser  with a clearance
     certificate  or similar  document(s)  which may be required by any state or
     foreign  taxing  authority  in  order  to  relieve  the  Purchaser  of  any
     obligation to withhold any portion of the Purchase Price.



<PAGE>


(j)  Prior to Closing,  the Seller  shall  furnish the  Purchaser  an  affidavit
     stating,  under penalty of perjury, the transferor's United States taxpayer
     identification  number  and that the  transferor  is not a foreign  person,
     pursuant to Section 1445(b)(2) of the Code.

(k)  With respect to Comdisco  Services  (Canada)  Ltd.,  such  corporation  has
     withheld  from each payment  made to any of its past or present  employees,
     officers or directors and to any non-resident of Canada,  the amount of all
     Taxes and other  deductions  required to be withheld  therefrom  including,
     without  limitation,  all  employee  and  employer  portions  for  Workers'
     Compensation,  Canada Pension Plan and Unemployment  Insurance and has paid
     the same to the  proper  Tax or other  receiving  officers  within the time
     required under any applicable legislation.  Comdisco Services (Canada) Ltd.
     has remitted to the  appropriate  Tax Authority  when required by law to do
     so, all amounts collected by it on account of sales Taxes including GST.

(l) "Taxes"  shall mean any and all taxes,  fees,  levies,  compulsory  pension
     contributions or other assessments, including, without limitation, federal,
     state, local, or foreign income, corporate gross receipts,  excise, real or
     personal property, sales, withholding,  social security,  occupation,  use,
     service,  value added, license, net worth, payroll,  franchise,  severance,
     stamp, transfer,  registration,  premium, windfall, profits, environmental,
     customs  duties,   capital  stock,  capital  duty  profits,   unemployment,
     disability,  alternative or add-on minimum,  estimated or any similar taxes
     imposed by any Taxing  Authority  together with any interest,  penalties or
     additions to tax and  additional  amounts  imposed  with  respect  thereto,
     (including  any fee or  assessment  or other  charge in the nature of or in
     lieu of any tax) in each case,  whether or not disputed and  including  any
     transferee or secondary liability in respect of any tax (whether imposed by
     law,  contractual  agreement or otherwise)  and any liability in respect of
     any tax as a  result  of being a member  of any  Affiliated,  consolidated,
     combined,  unitary  or similar  group.  "Taxing  Authority"  shall mean any
     Governmental  Entity  responsible  for the  imposition or collection of any
     Taxes. "Tax Return" shall mean any report, return, document, declaration or
     other information or filing required to be supplied to any Taxing Authority
     or jurisdiction (foreign or domestic) with respect to Taxes.

Section 3.14 Property Leases.



<PAGE>


(a)  Upon the entry of the Section 363/365 Order, the Seller will sell, transfer
     and assign to the Purchaser a valid leasehold interest with respect to each
     of the Property  Leases  which is a lease (as opposed to a sublease)  and a
     valid  subleasehold  interest  with respect to each of the Property  Leases
     which is a sublease free and clear of all liens,  claims,  encumbrances and
     security interests other than Permitted Exceptions.  Schedule 1.1(b)(vi)(B)
     and Schedule 3.14 identifies  instruments  through which the Seller derives
     its leasehold and subleasehold  interest in the Property Leases  (including
     all amendments thereto).

(b)  Set forth on Schedule  1.1(b)(vi)(B)  and  Schedule  3.14 is a complete and
     correct  list of all  Property  Leases  and all real  property  leased by a
     Transferred  Sub,  setting forth the address,  landlord and tenant for each
     such Property  Lease.  Complete and correct  copies of the Property  Leases
     (including  all  documents  supplemental  or ancillary  thereto)  have been
     delivered to, or made  available  for  inspection  by, the  Purchaser  and,
     except as  disclosed  to the  Purchaser  in writing,  none of the  Property
     Leases have been modified in any material respect.

(c)  Subject to the  provisions of the applicable  Property  Leases and all real
     property  leased by a Transferred  Sub,  each Property  Lease and each real
     property leased by a Transferred Sub grants the tenant under such lease the
     exclusive right to use and occupy the premises demised thereunder.  Each of
     the Seller and each Business Sub enjoys peaceful and undisturbed possession
     under  each of the  Property  Leases  and all  real  property  leased  by a
     Transferred Sub under which it is a tenant.

Section  3.15 Owned  Real  Property.  Set forth on  Schedule  1.1(b)(vi)(A)  and
Schedule 3.15 is a complete and correct list of all Owned Real Property and real
property owned by the  Transferred  Subs setting forth the address and legal and
beneficial owner of each such parcel of property.  Each parcel included on these
Schedules is assessed for real property tax purposes as a wholly independent tax
lot,  separate from adjoining land or  improvements  not  constituting a part of
that parcel. No rights of reversion or forfeiture apply to these properties.

Section 3.16 Real Property.

(a)  To the  knowledge  of the Seller,  the use and  operation of the Owned Real
     Property and the real property  that is the subject of the Property  Leases
     (for the purposes of this Section  3.16,  together  with any material  real
     property  owned  or  leased  by  a  Transferred  Sub  (and  to  the  extent
     applicable, referred to collectively as, the "Real Property") by the Seller
     and the  Transferred  Subs does not  violate  any  instrument  of record or
     agreement affecting the Real Property.



<PAGE>


(b)  To the knowledge of the Seller,  (i) no  certificate,  permit or license or
     any  agreement,  easement or other right which is  necessary  to permit the
     lawful use and operation of the buildings  and  improvements  on any of the
     Real  Property or which is necessary to permit the lawful use and operation
     of all  driveways,  roads and other means of egress and ingress to and from
     any of the Real Property has not been obtained and is not in full force and
     effect,  and there is no pending threat of  modification or cancellation of
     any of the same, (ii) there is no written notice issued by any Governmental
     Entity of any  violation of any federal,  state,  municipal,  provincial or
     local law, ordinance,  order, regulation or requirement with respect to the
     Real Property,  (iii) there are no material  structural defects relating to
     any Real Property,  (iv) there is no Real Property the working condition of
     whose building improvements is such as could be reasonably likely to have a
     Material  Adverse  Effect and (v) since  January 1, 2000,  no casualty  has
     occurred  with respect to any Real Property for which there is no insurance
     in effect covering the cost of the restoration.

(c)  Neither the Seller nor any Business  Sub has  received  any written  notice
     that (i) any condemnation  proceeding is pending or threatened with respect
     to any Real  Property or (ii) any zoning,  building or similar  law,  code,
     ordinance,  order or  regulation  is or will be violated  by the  continued
     maintenance, operation or use of any buildings or other improvements on any
     Real  Property or by the  continued  maintenance,  operation  or use of the
     parking areas on any Real Property.

(d)  No current use by the Seller or any  Business  Sub of the Real  Property is
     dependent on a nonconforming use or other governmental approval the absence
     of which would  materially  limit the use of such properties or assets held
     for use in  connection  with,  necessary  for the conduct of, or  otherwise
     material to, the Business.

(e)  Schedule  3.16(e)  includes  a list of all the  land and  buildings  owned,
     controlled, occupied or used by any Transferred Sub or in relation to which
     any Transferred Sub has any right, interest or liability.

(f)  The Seller has not entered into any contract for sale or other  disposition
     of any interest in the Real Property.

(g)  As of the Effective Date,  except for any amounts  currently  subject to an
     audit by the Seller in the  ordinary  course,  the  Seller is current  with
     respect to the payment of any rent, service charge,  insurance rent, rates,
     taxes or other expenses in respect of any of the Real Property.



<PAGE>


(h)  In  relation  to each  Property  Lease  and  each  property  leased  by the
     Transferred Subs:

     (i)  to  the  knowledge  of  the  Seller,  all  covenants,  conditions  and
          agreements  contained  in the  relevant  leases,  on the  part  of the
          landlord  and the  tenant,  have been  complied  with in all  material
          respects;

    (ii)  the Seller has received no written  notice or  complaint  alleging any
          breach or any refusal to accept rent;

    (iii) the Seller has not paid any rent or other payment more than 30 days in
          advance of the due date for payment;

    (vi)  no tenancy is being continued after the contractual expiry date;

     (v)  Schedule 1.1(b)(vi)(C) lists the agreements by which the Seller leases
          or subleases, as applicable,  certain portions of the Real Property to
          third parties (the  "Leases").  Except for the Leases,  Seller has not
          entered  into any lease or sublease  granting  any Person the right to
          occupy all or any portion of the Real Property,  and all Leases are in
          full force and have not been  modified or amended  except as disclosed
          to the  Purchaser.  Neither the Seller nor any Affiliate of the Seller
          has granted any option to purchase,  right of first refusal,  offer or
          other similar rights to any tenant under any of the Leases;

     (vi) such lease is in full force and effect; and

    (vii) the  Seller,  and/or an  Affiliate  is the holder of the  tenant's  or
          subtenant's  interest,  as the case  may be,  in the  Property  Lease,
          Seller has not  assigned  its  interest in the  Property  Lease to any
          other party;  and, except for the Leases,  Seller has not entered into
          any  sublease or any other  agreement  granting any party any right to
          occupy all or any portion of the  property  that is the subject of the
          Property Lease.



<PAGE>

   (viii) The Seller has provided or made  available to the  Purchaser  complete
          copies  of all  structural,  mechanical,  electric  and  environmental
          reports  relating  to the  Real  Property  which  are in the  Seller's
          possession or under its control.

Section  3.17  Litigation.  Except as could not be  reasonably  likely to have a
Material Adverse Effect:

(a)  There are no  Actions  pending  or, to the  knowledge  of the Seller or the
     Transferred  Subs,  threatened,  against,  relating  to  or  affecting  the
     Business, any Transferred Sub, any assets of Transferred Subs or any of the
     Acquired Assets;

(b)  The Seller has not received  notice of, and to the knowledge of the Seller,
     there  are no,  orders  or  decrees  of a court of  competent  jurisdiction
     outstanding  against  the  Seller  or  any  Business  Sub  that  materially
     restricts  the  operation of the  Business in the  ordinary  course or that
     could be reasonably likely to have a Material Adverse Effect.

Section 3.18 Environmental Compliance.

(a)  The Seller and each Business Sub is, and has been since January 1, 2000, in
     compliance  with all  applicable  Environmental  Laws,  including,  but not
     limited  to,   possessing   and  complying   with  all  Permits  and  other
     governmental  authorizations  required for its operations  under applicable
     Environmental Laws except for such noncompliance as could not reasonably be
     likely to have a Material Adverse Effect.

(b)  There is no pending or, to the knowledge of the Seller,  threatened Action,
     and, to the knowledge of the Seller,  there is no investigation  pending or
     threatened against or involving any Acquired Asset or Transferred Sub under
     or  pursuant  to  any   Environmental   Law  except  for  such  Actions  or
     investigations  as could not  reasonably  be  expected  to have a  Material
     Adverse  Effect.  Neither  the Seller  nor any  Business  Sub has  received
     written  notice  from  any  Person,   including  but  not  limited  to  any
     Governmental  Entity,  alleging  that it has been or is in violation in any
     material  respect of any applicable  Environmental  Law or otherwise may be
     liable under any applicable Environmental Law, which violation or liability
     is  unresolved  except  for  such  violation  or  liability  as  could  not
     reasonably be likely to have a Material Adverse Effect.



<PAGE>


(c)  During  Seller's  or the  Business  Subs'  occupancy  at  any  of the  Real
     Property,  to the  knowledge  of the  Seller,  there  has been no  deposit,
     burial,  disposal,  release, spill or discharge of Hazardous Substances on,
     above,  underneath  or from  any of the  Real  Property,  except  for  such
     releases,  spills or discharges as could not reasonably be likely to have a
     Material Adverse Effect.

(d)  The  representations  and  warranties  set forth in this  Section  3.18 are
     Seller's  sole and  exclusive  representations  and  warranties  related to
     environmental matters.

(e)  For purposes of this Agreement:

     (i)  "Environmental Laws" means all federal,  state, local,  provincial and
          foreign laws; regulations,  rules and ordinances relating to pollution
          or protection of human health (as it relates to environmental matters,
          such as toxic tort or human exposure matters, but not as it relates to
          worker safety or Occupational  Safety and Health Act matters),  or the
          environment,  including, without limitation, laws relating to releases
          or threatened  releases of Hazardous  Substances  into the environment
          (including,   without  limitation,  ambient  air,  controlled  waters,
          surface  water,  groundwater,  water in sewers  or pipes or  conduits,
          land, surface and subsurface strata).

     (ii) "Hazardous  Substances"  means any chemicals,  materials or substances
          defined as or included in the  definition of  "hazardous  substances,"
          "hazardous  wastes,"   "controlled   waste,"  "hazardous   materials,"
          "hazardous constituents," "restricted hazardous materials," "extremely
          hazardous    substances,"    "toxic    substances,"    "contaminants,"
          "pollutants,"  "toxic  pollutants,"  or words of similar  meaning  and
          regulatory  effect under any applicable  Environmental  Law including,
          without limitation,  petroleum,  petroleum  products,  polychlorinated
          biphenyls,  asbestos and any substance  (alone or in combination  with
          any  other  substance)   likely  to  cause  significant  harm  to  the
          environment.

Section 3.19 Intellectual Property.

(a)  Schedule 1.1(b)(iv) sets forth a complete and accurate list of all material
     registered Acquired Intellectual Property.

(b)  Except as could not be reasonably likely to have a Material Adverse Effect:

<PAGE>



     (i)  the Seller,  the Selling Subs or the  Transferred  Subs own or possess
          adequate   licenses  or  other  legal   rights  to  use  all  Acquired
          Intellectual Property;

    (ii)  any applied for or registered  trademark or copyright or issued patent
          owned  by the  Seller  or any  Business  Sub that is  included  in the
          Acquired  Intellectual  Property  or, to the  knowledge of the Seller,
          used but not owned by the Seller or any  Business  Sub,  has been duly
          maintained,  and has  not  been  cancelled,  expired,  surrendered  or
          abandoned,  except where it has been  determined  by the Seller or any
          Business Sub in the ordinary course not to maintain, or to cancel, let
          expire, surrender or abandon such Acquired Intellectual Property;

   (iii)  except as set forth above,  all  registered  trademarks and copyrights
          and all issued patents included in the Acquired  Intellectual Property
          are subsisting and in full force and effect;

    (iv)  no written claims or  proceedings,  or to the knowledge of the Seller,
          written  threat of  claims,  have  been  asserted  by any third  party
          against  the Seller or any  Business  Sub  relating  to the use in the
          conduct of the Business of any Acquired  Intellectual  Property rights
          or  challenging or questioning  the validity or  effectiveness  of any
          Acquired  Intellectual  Property,  and to the knowledge of the Seller,
          the practice or use of the  Acquired  Intellectual  Property  does not
          infringe, misappropriate,  violate or dilute any Intellectual Property
          rights of any third party;

     (v)  no claims,  demands or  proceedings  are  pending by the Seller or and
          Business   Sub   charging   any   third   party   with   infringement,
          misappropriation,  dilution or violation of any Acquired  Intellectual
          Property  and to the  knowledge  of the  Seller,  no  third  party  is
          misappropriating,  infringing,  diluting  or  violating  any  Acquired
          Intellectual Property;



<PAGE>


    (vi)  no settlement agreements,  consents, judgments, orders, forbearance to
          sue or similar  obligations  limit or  restrict  the  Seller's  or any
          Business  Sub's rights in and to any Acquired  Intellectual  Property;
          and

   (vii)  each of the Seller and each  Business  Sub is and has been in material
          compliance with all applicable statutes,  regulations and rules of any
          jurisdiction, relating to the export and sale of computer software and
          technology,  including,  but not limited to U.S. Export Administration
          Regulations.

(c)  Schedule  3.19(c) lists all material  agreements  granting or obtaining any
     right  to use or  practice  any  rights  under  any  Acquired  Intellectual
     Property,   as  licensee  or  licensor   thereunder,   including,   without
     limitation, license agreements,  settlement agreements and covenants not to
     sue other  than  commercially  available  off-the-shelf  licensed  software
     (collectively,  the "IP License Agreements").  Each IP License Agreement is
     binding  against the Seller or a Business  Sub and in full force and effect
     and will continue to be binding against the Seller or a Business Sub and in
     full  force  and  effect  immediately  following  the  consummation  of the
     transactions  contemplated by this Agreement  except for such failure to be
     binding and in full force and effect that could not reasonably be likely to
     have a Material Adverse Effect.

(d)  The Seller and the Business Subs have taken  commercially  reasonable steps
     to maintain the confidentiality of their trade secrets. To the knowledge of
     the Seller,  (i) there has been no  misappropriation  of any material trade
     secrets or other material  confidential  Acquired  Intellectual Property by
     any Person, (ii) no employee, independent contractor or agent of the Seller
     or any  Business  Sub has  misappropriated  any trade  secrets of any other
     Person  in the  course  of such  performance  as an  employee,  independent
     contractor or agent, and (iii) no employee, independent contractor or agent
     of the  Seller or any  Business  Sub is in default or breach of any term of
     any material employment agreement,  non-disclosure agreement, assignment of
     invention agreement or similar agreement or contract relating in any way to
     the  protection,  ownership,  development,  use  or  transfer  of  Acquired
     Intellectual Property.



<PAGE>


(e)  All  material  Software  and  Databases  owned or leased by the Seller or a
     Transferred Sub for use primarily in the Business and reasonably  necessary
     for the conduct of the  Business as  currently  conducted  are set forth in
     Schedule 3.19(e);  no such Software and Databases will be, by Seller or any
     Business Sub: altered,  redacted,  truncated,  rendered inoperative or less
     than  functional as of the Closing Date,  either in whole or in part, or in
     any other manner  compromised by or immediately  after the  consummation of
     the transaction  contemplated  hereby;  and, except as contemplated by this
     Agreement,  neither the Seller nor any Business Sub will require access to,
     use of or, in any  other  manner,  seek to  exploit  or  employ  any of the
     Software and Databases,  in whole or in part, following the consummation of
     the transactions  contemplated hereby. The Seller or a Transferred Sub owns
     or is licensed to use and transfer all such  Software  and  Databases,  and
     there  are  no  other  databases,   programs,  tools,  patches,   upgrades,
     components, rights, permissions or any other software that are not included
     in the  Acquired  Assets that will be  required  for the  Purchaser  or any
     Transferred Sub to employ such Software and Databases in the same manner as
     the Seller or any Business Sub used such  Software and  Databases  prior to
     the Closing Date, immediately following the consummation of the transaction
     contemplated  hereby.  The  Databases  being  transferred  to the Purchaser
     hereunder  include  all  of  the  Databases  that  are  fundamental  to the
     Business.

(f)  Schedule  3.19(f)  sets forth all of the  material  information  technology
     (including all applications  and software,  hardware systems and networking
     and  communications  assets,  including  databases)  owned or leased by the
     Seller or a  Transferred  Sub and used  primarily  in the  operation of the
     Business (the "Information Technology"),  except for information technology
     assets  included among the Excluded Assets and  specifically  identified on
     Schedule 3.19(f).  All of such Information  Technology is owned by, or held
     under an  appropriate  lease or license by, the Seller or by a  Transferred
     Sub,  as the  case  may  be,  free  and  clear  of all  liens,  claims  and
     encumbrances  of any  nature  (other  than  the  terms  of such  leases  or
     licenses);  no material claims have been asserted,  or, to the knowledge of
     the Seller,  threatened by any third party against the use by the Seller or
     a Transferred  Sub of any such  Information  Technology or  challenging  or
     questioning  the  validity or  effectiveness  of any license or lease under
     which such technology is held and the use of the Information  Technology by
     the  Seller  or a  Transferred  Sub  in the  Business  does  not  infringe,
     misappropriate, violate or dilute any right of a third party. Except as set
     forth on  Schedule  3.19(f),  neither  the Seller nor any  Transferred  Sub
     currently  licenses  (or is  obligated  to  license)  rights in any of this
     Information  Technology and all licenses  relating to it are enforceable in
     accordance with their terms.



<PAGE>


(g)  To  the  knowledge  of  the  Seller,  no  Acquired  Intellectual  Property,
     including but not limited to the  Databases,  contains any  Self-Help  Code
     that would be triggered by the  Acquisition  or any  Unauthorized  Code. As
     used in this  Agreement:  "Self-Help  Code" means any back door, time bomb,
     drop dead device,  or other software routine designed to disable a computer
     program  automatically  with  the  passage  of time or under  the  positive
     control of a Person other than an authorized licensee or owner of a copy of
     the  program  or the right and title in and to the  program;  "Unauthorized
     Code" means any virus,  Trojan horse,  worm, or other software  routines or
     hardware components designed to permit unauthorized  access; or to disable,
     erase, or otherwise harm software, hardware, or data.

Section 3.20 Contracts.  Each of (i) the master technology services  agreements,
master  agreements,  master  business  continuity  agreements  and  professional
services agreements between a Transferred Sub and a customer,  pursuant to which
such customer is obligated to pay to such  Transferred  Sub $250,000 or more per
year is  listed on  Schedule  3.20(a)  and (ii) the  agreements,  contracts  and
arrangements  between  a  Transferred  Sub and a  vendor  or other  third  party
providing goods or services  including  strategic  alliances,  pursuant to which
such  Transferred Sub is obligated to pay $100,000 or more per year is listed on
Schedule 3.20(b),  (x) is in full force and effect,  except where the failure to
be in full force and effect  could not be  reasonably  likely to have a Material
Adverse Effect and (y) there are no existing  defaults by the  Transferred  Sub,
or,  to the  knowledge  of the  Seller or a  Transferred  Sub,  any other  party
thereto, thereunder, which default could be reasonably likely to have a Material
Adverse Effect.

Section 3.21 Employment and Labor Matters.

(a)  To the knowledge of the Seller,  the  Transferred  Subs or any Affiliate of
     Seller's  that is an  employer  of a  Mismatched  Employee  (a  "Mismatched
     Employer"), with respect to any Business Employee:

     (i)  Except as set forth on Schedule 3.21, none of the Seller,  Transferred
          Subs or Mismatched Employers are a party to any Collective  Bargaining
          Agreement or other labor or union contract;

    (ii)  there are no unfair  labor  practice  charges  pending  or  threatened
          against the Seller,  Transferred  Subs or Mismatched  Employers before
          the National  Labor  Relations  Board or any similar  state or foreign
          agency;

   (iii)  there  are  no  current  questions   regarding  union   representation
          questions;



<PAGE>


    (iv)  no union, works council, or other employee  representative body claims
          to  represent  or  is  recognized  or  accepted  by  the  Seller,  the
          Transferred  Subs or  Mismatched  Employers for purposes of collective
          bargaining, negotiation or consultation;

     (v)  there  is no  grievance  arising  out  of  any  Collective  Bargaining
          Agreement or other grievance procedure;

    (vi)  there have been no strikes, labor disputes,  slowdowns, work stoppages
          or lockouts during the past five years;

   (vii)  there is not any material  organizational  effort currently being made
          or threatened;

   (viii) the Seller,  Transferred  Subs and  Mismatched  Employers  have at all
          times been in material compliance with all applicable laws relating to
          employment and employment  practices,  including,  without limitation,
          terms and conditions of employment, wages, hours of work, occupational
          safety  and  health,  collective  bargaining,  the  payment  of social
          security  and  other  payroll  or  similar  taxes,   equal  employment
          opportunity, employment discrimination or harassment;

    (ix)  none of the Seller,  the Transferred Subs or Mismatched  Employers are
          liable for any  arrears of wages or  penalties  for  failure to comply
          with any of the foregoing;

     (x) none of the Seller,  the Transferred Subs or Mismatched  Employers are
          in receipt of a notice of the intent of any federal,  state,  local or
          foreign agency  responsible for the enforcement of labor or employment
          laws to  conduct  an  investigation  and no such  investigation  is in
          progress; and



<PAGE>


     (xi) there are no Actions  pending or threatened,  between the Seller,  the
          Transferred Subs or Mismatched  Employers and any Business Employee or
          any current or former  employee,  applicants  or class  thereof of the
          Seller,  Transferred Subs or Mismatched  Employers  alleging breach of
          any express or implied contract for employment,  any law or regulation
          governing   employment   or   the   termination   thereof   or   other
          discriminatory,  wrongful or tortious  conduct in connection  with the
          employment  relationship  excluding individual Actions where potential
          liability is less than $250,000  provided  that such Actions  excluded
          from Schedule 3.21 do not exceed $500,000 in the aggregate.

(b)  In the past five years,  there has been no (i) "plant  closing" (as defined
     in the WARN Act) affecting any site of employment or one or more facilities
     or operating units within any site of employment or facility related to the
     Business,  (ii) "mass  layoff" (as defined in the WARN Act)  affecting  any
     site of  employment  or  facility  related  to the  Business  or (iii)  any
     collective  redundancies,  social plan, layoffs or employment  terminations
     sufficient  in  number  to  trigger  application  of any state or local law
     similar in effect to the WARN Act.

(c)  If requested by the Purchaser,  the Seller shall undertake to provide prior
     to Closing and within a reasonable period of time following such request, a
     complete and accurate list  (redacted  where  necessary for the purposes of
     applicable  data  protection or privacy laws) of the following  information
     for each (i) Transferred Employee; (ii) Transferred Sub Employee; and (iii)
     Mismatched  Employee,  including  each such employee on leave of absence or
     layoff status:  employer;  name; job title;  current  compensation  paid or
     payable and any change in  compensation  since March 31, 2001;  accrued but
     unused vacation; and service history.

(d)  To the knowledge of Seller,  Transferred Subs or Mismatched  Employers,  no
     former or current (i) Transferred Employee;  (ii) Transferred Sub Employee;
     or  (iii)  Mismatched  Employee  is a party  to or  otherwise  bound by any
     agreement or arrangement, including any confidentiality, non-competition or
     proprietary  rights  agreement,  between such  employee or director and any
     other  Person,  including  the  Seller,  Transferred  Subs  and  Mismatched
     Employers, that in any way adversely affected,  affects, or will affect (i)
     the  employee's  right to perform his duties as an employee of the Business
     or (ii) the ability of the Purchaser to conduct the Business.

(e)  All employees who are engaged primarily in the operation of the Business in
     the United States are employed by Seller.



<PAGE>


Section 3.22 Employee  Benefits.  (a) Schedule  3.22(a)  contains a complete and
correct list of all material  employee  benefit plans as defined in Section 3(3)
of  ERISA  ("Employee  Benefit  Plans")  and  of  all  other  material  employee
arrangements and commitments,  whether or not employee benefit plans (including,
without limitation, sick leave, vacation pay, severance pay, salary continuation
for disability, consulting or other compensation arrangements, retirement plans,
deferred  compensation plans, bonus plans,  incentive  compensation plans, stock
option or other stock incentive plans, equity compensation plans, employee stock
purchase plans, medical, dental and vision plans, life insurance and educational
assistance  programs)  sponsored  or  maintained  by  the  Seller  or  an  ERISA
Affiliate,  or to which  the  Seller  or an ERISA  Affiliate  contributes  or is
required  to  contribute,  or with  respect  to  which  the  Seller  or an ERISA
Affiliate  is a party for the benefit of, or has any  liability,  contingent  or
otherwise in relation to, any Transferred  Employee,  Mismatched Employee or any
employee or former employee of any of the Transferred Subs, except any statutory
plan, benefit or contribution  obligation  (collectively the "Seller Plans"). As
used herein, "ERISA Affiliate" shall refer to any trade or business,  whether or
not  incorporated,  under common  control with the Seller  within the meaning of
Section 414(b),  (c), (m) or (o) of the Code and, for the avoidance of doubt, is
to be  deemed  to refer to each of the  Business  Subs.  Except  as set forth in
Schedule 3.22, the Seller has made available to the Purchaser, where applicable,
complete and correct  copies of (i) all Seller Plans,  (ii) all related  summary
plan descriptions and any subsequent summaries of material modifications,  (iii)
the most recent financial statements,  (iv) the most recent annual reports (Form
5500  series in the case of Seller  Plans in the  United  States),  (v) the most
recent IRS  determination  letter  for all plans  qualified  under Code  section
401(a), (vi) appropriate evidence of tax-favored or tax-exempt status for Seller
Plans outside the United States,  (vii) the three most recent actuarial reports,
(viii) a copy of each trust  agreement or other  funding  arrangement,  (ix) all
material  correspondence  within the last  three  years  with  governmental  and
regulatory  authorities relating to any Seller Plan and (x) all current material
handbooks,  manuals,  Collective  Bargaining  Agreements  and similar  documents
governing employment policies, practices and procedures.

<PAGE>


(b)  With  respect  to each  Employee  Benefit  Plan  required  to be  listed on
     Schedule 3.22(a) which is subject to the laws of the United States,  to the
     knowledge of Seller:  (i) each  Employee  Benefit Plan has been operated in
     material  compliance  with its terms and with the applicable  provisions of
     ERISA, the Code,  applicable  securities laws and all other applicable laws
     and the rules and regulations  promulgated  thereunder;  (ii) each Employee
     Benefit Plan which is intended to be  qualified  within the meaning of Code
     section  401(a) is so  qualified  and is,  as most  recently  amended,  the
     subject of a favorable  determination  letter as to its  qualification  and
     nothing  has  occurred,  whether by action or  failure  to act,  that could
     reasonably be expected to cause the loss of such  qualification;  (iii) all
     contributions  required  under the terms of such plans or under  applicable
     law have been made  within  the time  required  by law and the terms of the
     plans;  (iv) there have been no "prohibited  transactions" (as described in
     Section  4975 of the Code or in Part 4 of  Subtitle  B of Title I of ERISA)
     which are not exempt.

(c)  Neither Seller nor any ERISA Affiliate has ever maintained,  contributed or
     been  obligated to  contribute to a  "Multiemployer  Plan" (as such term is
     defined by Section  4001(a)(3)  of ERISA) or to any  Employee  Benefit Plan
     which is subject to the minimum funding  requirements of Part 3 of Subtitle
     B of Title I of ERISA or subject to  Section  412 of the Code.  None of the
     Transferring  Subs has, or would,  as a result of ceasing to participate in
     one of the Seller Plans as a result of the  Acquisition,  have, any special
     liability to  contribute to or make payments in respect of a Seller Plan in
     which it had ceased to participate.

(d)  None of the  Seller,  the  Transferred  Subs or any  Selling  Sub  and,  in
     relation to Mismatched  Employees,  no Affiliate or subsidiary of Seller is
     bound by any  Collective  Bargaining  Agreement  or any other  agreement or
     legally  binding  arrangement  (including  under  custom and  practice)  to
     maintain, with respect to any employee, any benefit plan.

(e)  In respect of any Seller Plan: (i) all reports and information  required to
     be provided to applicable  Governmental  Entities,  or to plan participants
     and their  beneficiaries  with  respect  to that  Seller  Plan have been so
     provided  except  where the failure to do so would not result in a Material
     Adverse Effect; (ii) there are no inquiries,  proceedings,  claims or suits
     pending or threatened by any  Governmental  Entity or by any participant or
     beneficiary  against  any of the  Seller  Plans,  the  assets of any of the
     trusts of or under  such  Seller  Plans or the Seller  Plan  sponsor or the
     Seller Plan  administrator,  or against any fiduciary of any of such Seller
     Plans with respect to the design, operation or administration of the Seller
     Plans, other than routine claims for benefits.

(f)  To the  knowledge  of the  Seller,  the  consummation  of the  transactions
     contemplated  herein will not, either alone or in combination  with another
     event,  (i) entitle any Transferred  Employee,  Mismatched  Employee or any
     current or former employee,  officer, director,  consultant or agent of any
     Transferred  Sub to severance pay,  unemployment  compensation or any other
     payment  or  benefit,  or (ii)  except  as set forth in  Schedule  3.22(f),
     accelerate  the time of payment or vesting of, or  increase  the amount of,
     compensation or benefits due to any such individual.



<PAGE>


(g)  Other than  continuation of benefit coverage under group health plans as is
     required by  applicable  law, the cost of which is fully paid by the former
     employee or his or her  dependent,  none of the Seller or the Business Subs
     or, in relation to  Mismatched  Employees,  any  Affiliate or subsidiary of
     Seller  maintains  retiree  life or  retiree  health  plans  providing  for
     continuing  coverage  for any  employee or any  beneficiary  of an employee
     after the employee's termination of employment.

(h)  With  respect to all of the Seller  Plans  which are  subject to laws other
     than those of the United  States:  (i) each such Seller Plan is in material
     compliance with all applicable laws and regulatory requirements,  including
     relevant tax laws, and the requirement of any trust deed or other governing
     document  or   applicable   custom  or  practice,   under  which  they  are
     established; (ii) each Seller Plan which is intended to have tax-favored or
     tax-exempt  status has received all  necessary  certificates  and approvals
     from the relevant tax authority and nothing has occurred, whether by action
     or failure to act,  that could  reasonably be expected to cause the loss of
     such approval;  (iii) all employer and employee  contributions to each such
     Seller  Plan  required by law or by the terms of such plan have been timely
     made,  or, if  applicable,  accrued in  accordance  with normal  accounting
     practices;  (iv) the fair market  value of the assets of each funded  plan,
     the liability of each insurer for any plan funded through  insurance or the
     book  reserve   established  for  any  plan,   together  with  any  accrued
     contributions,  is sufficient to procure or provide for the accrued benefit
     obligations,  as of the  Closing,  with  respect to all  current and former
     participants  in such plan; (v) there have been no restricted or prohibited
     transactions in relation to any Seller Plan with the Seller,  any Affiliate
     of the  Seller  or any  person  connected  with  the  Seller  or any of its
     Affiliates.

Section 3.23 Brokers. Except for Goldman, Sachs, & Co., no Person is entitled to
any brokerage, financial advisory, finder's or similar fee or commission payable
by the Seller in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Seller.

Section 3.24  Accuracy.  No  representation  or warranty  made by Seller in this
Agreement or pursuant  hereto (a) contains any untrue  statement of any material
fact,  or (b) omits to state any fact that is necessary  to make the  statements
made,  in the context in which made,  not false or  misleading  in any  material
respect.




<PAGE>


                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows:

Section 4.1 Organization.  The Purchaser is a corporation  validly existing and
in good standing under the laws of its jurisdiction of incorporation and has the
corporate power and authority and all necessary  governmental  approvals to own,
lease and operate its properties and to carry on its business as it is now being
conducted.  The  Purchaser  is duly  qualified  as a foreign  corporation  to do
business,  and is in good standing,  in each jurisdiction where the character of
its properties  owned or held under lease or the nature of its  activities  make
such qualification necessary, except where the failure to be so qualified and in
good standing could not be reasonably  likely to have a material  adverse effect
on the Purchaser.

Section  4.2  Authority  Relative  to this  Agreement.  The  Purchaser  has the
corporate  power and  authority to enter into this  Agreement  and the Ancillary
Agreements  and to carry  out its  obligations  hereunder  and  thereunder.  The
execution, delivery, and performance of this Agreement and each of the Ancillary
Agreements  by the  Purchaser  and  the  consummation  by the  Purchaser  of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
requisite  corporate actions.  This Agreement has been duly and validly executed
and delivered by the Purchaser. At the Closing, each of the Ancillary Agreements
will be duly and validly executed and delivered by the Purchaser.  Assuming this
Agreement  constitutes  a valid  and  binding  obligation  of the  Seller,  this
Agreement   constitutes  a  valid  and  binding   agreement  of  the  Purchaser,
enforceable  against the  Purchaser in accordance  with its terms,  and upon the
Closing  (assuming each of the Ancillary  Agreements will constitute a valid and
binding  obligation  of the  Seller)  each  of  the  Ancillary  Agreements  will
constitute a valid and binding agreement of the Purchaser,  enforceable  against
the Purchaser in accordance  with its respective  terms, in each case subject to
applicable  bankruptcy,  reorganization,  insolvency,  moratorium and other laws
affecting creditors' rights generally from time to time in effect and to general
equitable principles.



<PAGE>


Section  4.3  Consents  and   Approvals.   Except  for   consents,   approvals,
authorizations,  declarations,  filings or  registrations  which may be required
under the HSR Act or similar  antitrust or competition  legislation in any other
applicable   jurisdiction,   no  consent,   approval  or  authorization  of,  or
declaration, filing or registration with, any Governmental Entity is required to
be made or obtained by the Purchaser in connection with the execution,  delivery
and  performance  of this  Agreement or any of the Ancillary  Agreements and the
consummation of the transactions contemplated hereby or thereby.

Section 4.4 No Violations.  Neither the  execution,  delivery or performance of
this  Agreement  or  the  Ancillary   Agreements  by  the  Purchaser,   nor  the
consummation  by  the  Purchaser  of the  transactions  contemplated  hereby  or
thereby,  nor compliance by the Purchaser  with any of the provisions  hereof or
thereof, will (a) conflict with or result in any breach of any provisions of the
articles or certificate of  incorporation,  as the case may be, or bylaws of the
Purchaser,  (b)  result in a  violation  or breach  of, or  constitute  (with or
without  due  notice or lapse of time) a  default  (or give rise to any right of
termination, cancellation, acceleration, vesting, payment, exercise, suspension,
or  revocation)  under any of the terms,  conditions  or provisions of any note,
bond, mortgage, deed of trust, security interest,  indenture, license, contract,
agreement,  plan or other  instrument  or obligation to which the Purchaser is a
party or by which the Purchaser or the  Purchaser's  properties or assets may be
bound or affected,  (c) violate any order, writ,  injunction,  decree,  statute,
rule or regulation applicable to the Purchaser or the Purchaser's  properties or
assets, (d) result in the creation or imposition of any encumbrance on any asset
of the  Purchaser  or (e) cause the  suspension  or  revocation  of any  permit,
license,  governmental  authorization,  consent or  approval  necessary  for the
Purchaser to conduct its business as currently conducted,  except in the case of
clauses (b), (c), (d) and (e) for violations,  breaches, defaults, terminations,
cancellations, accelerations, creations, impositions, suspensions or revocations
that could not  individually or in the aggregate be reasonably  likely to have a
material adverse effect on the Purchaser.

Section 4.5 Brokers.  Except for Broadview  Int'l LLC, no Person is entitled to
any brokerage, financial advisory, finder's or similar fee or commission payable
by the  Purchaser  in  connection  with the  transactions  contemplated  by this
Agreement based upon arrangements made by or on behalf of the Purchaser.

Section 4.6  Financing.  As of the  Execution  Date and on the Closing Date the
Purchaser will have  sufficient  funds  available to deliver the Unadjusted Cash
Purchase  Price to the Seller and consummate the  transactions  contemplated  by
this Agreement. Upon the consummation of the Acquisition, (i) the Purchaser will
not be insolvent,  (ii) the Purchaser will not be left with  unreasonably  small
capital,  (iii) the Purchaser will not have incurred debts beyond its ability to
pay such debts as they mature and (iv) the capital of the Purchaser  will not be
impaired.




<PAGE>


                                    ARTICLE V

                                    COVENANTS

Section 5.1 Bankruptcy Actions.

(a)  The  Seller  shall  promptly  provide  the  Purchaser  with  drafts  of all
     documents,  motions, orders, filings or pleadings that the Seller or any of
     its subsidiaries proposes to file with the Bankruptcy Court which relate to
     (i) this Agreement or the transactions  contemplated hereunder;  (ii) entry
     of the orders  described  in this Section  5.1;  (iii) the Section  363/365
     Motion;  and (iv) the  Purchaser,  and will  provide the  Purchaser  with a
     reasonable opportunity to review such documents in advance of their service
     and filing to the extent reasonably  practicable  under the  circumstances.
     The  Seller  shall,  and  shall  cause its  subsidiaries  to,  consult  and
     cooperate with the  Purchaser,  and consider in good faith the views of the
     Purchaser with respect to all such filings.

(b)  The Seller  shall  comply (or  obtain an order  from the  Bankruptcy  Court
     waiving  compliance)  with all  requirements  under the Bankruptcy Code and
     Federal Rules of Bankruptcy Procedure in connection with obtaining approval
     of the sale of the Interests and the Acquired  Assets under this Agreement.
     Notice of the Sale Hearing,  the 363/365 Sale Motion, and request for entry
     of the Section 363/365 Order and the objection  deadline shall be served by
     the  Seller in  accordance  with  Rules  2002,  6004,  6006 and 9014 of the
     Federal Rules of Bankruptcy Procedure and any applicable local rules of the
     Bankruptcy  Court on all Persons  required to receive notice in the Chapter
     11 Case under such rules, including,  but not limited to, all Persons which
     have  asserted  liens,  encumbrances  or other  interests  in the  Acquired
     Assets,  all  non-debtor  parties  to all  Acquired  Intellectual  Property
     License  Agreements,   Customer   Contracts,   Property  Leases  (including
     licensees and sublessees and  overlandlords),  and other contracts included
     in the  Acquired  Assets,  counsel to the  official  committee of unsecured
     creditors appointed in the Bankruptcy Case (if appropriate),  the Office of
     the United States  Trustee,  all indenture  trustees for debt issued by the
     Seller,  and  each  of  the  Seller's  creditors  (the  "Required  Creditor
     Notices").



<PAGE>


     In addition,  notice of the Section  363/365 Motion for the Section 363/365
Order, the Sale Hearing thereon and the objection deadline shall be given by the
Seller by  publication  of a notice (the  "Publication  Notice") in the New York
Times  and the Wall  Street  Journal  National  Edition.  Such  notice  shall be
published at the Seller's expense,  and such publication notice shall be in form
and substance reasonably satisfactory to the Purchaser.

Section 5.2 [Intentionally left blank.]

Section 5.3  Compliance  With  Bidding  Procedures  Process;   Maintenance  of
Confidentiality.  (a) The  Seller  shall  solicit  offers  for  the  sale of the
Acquired  Assets of the  Business  only to the extent of and as  provided by the
Bidding  Procedures and Overbid  Procedures  Order from the Effective Date until
the Closing Date.

(b)  The Seller shall provide or make  available to the Purchaser any non-public
     material  information with respect to the Seller and its subsidiaries  that
     it has  provided  to  any  third  party  in  accordance  with  the  Bidding
     Procedures.

(c)  The Seller shall not release any Person from, or waive any  provisions  of,
     any  confidentiality  agreement entered into in accordance with the Bidding
     Procedures.

(d)  The  Seller  shall  use  its  reasonable   best  efforts  to  maintain  the
     confidentiality   of  non-public   information  in  the  Seller  Disclosure
     Schedules.  In the event any Person  seeks to obtain the Seller  Disclosure
     Schedules without complying with the Bidding  Procedures,  the Seller shall
     use its reasonable best efforts to seek and obtain a protective  order with
     respect thereto.

Section 5.4 Conduct of Business by the Seller  Pending the Closing.  The Seller
covenants  and  agrees  that,  except  (i) as  expressly  contemplated  by  this
Agreement,  (ii) as  disclosed  in Schedule  5.4,  (iii) with the prior  written
consent of the Purchaser,  (iv) as required by,  arising out of,  relating to or
resulting  from,  the  filing of the  Petitions  or  otherwise  approved  by the
Bankruptcy Court or (v) to the extent required by the lenders in connection with
the Financing (so long as the Financing  shall not encumber or otherwise  impair
any Acquired Assets or assets of Transferred Subs after the Closing),  after the
Effective Date and prior to the Closing Date:



<PAGE>


(a)  the Seller shall,  and shall cause its Affiliates to: (i) use  commercially
     reasonable  efforts to conduct the Business  only in the  ordinary  course,
     including  continuing to pay all obligations when due,  adequately  funding
     the Business and performing in all material respects all of its obligations
     under all agreements and instruments  relating to or affecting the Business
     or the  Acquired  Assets;  (ii) use good  faith  efforts to  maintain  good
     relations  with the customers of and vendors to the Business,  and with the
     employees of the Business;  and (iii)  maintain its good  standing,  or the
     local  equivalent in the jurisdiction of its organization and to cause each
     of the Transferred Subs to meet its debts in the ordinary course; and

(b)  the Seller  shall not,  and shall  cause its  Affiliates  not to,  take the
     following actions with respect to the Transferred  Subs, the Business,  the
     Interests and the Acquired Assets:

     (i)  any amendment, supplement, termination or cancellation of the articles
          of incorporation or by-laws or similar organizational documents of the
          Seller or a Business Sub;

    (ii)  the  issuance  or sale of any  additional  shares  of,  or  securities
          convertible  into or  exchangeable  for, or options,  warrants,  calls
          commitments  or rights  of any kind to  acquire  the  shares  of,  the
          capital  stock or equity or  membership  interests of any  Transferred
          Sub,  other than an issuance or sale of such of the  foregoing  to the
          Seller or one of the Selling Subs;

    (iii) a pledge,  mortgage,  acquisition,  sale,  lease or disposition of any
          Acquired  Assets,  the  Interests  or the  assets or  properties  of a
          Transferred  Sub  except in the  ordinary  course or any  transfer  of
          assets,  properties or employees from the Seller or a Transferred or a
          Selling Sub to an Excluded Sub (other than  advances or  contributions
          to the capital of an Excluded Sub by Seller in the ordinary course);



<PAGE>


     (iv) (A) the  incurrence or assumption of any long-term or short-term  debt
          (including  in respect of  capitalized  leases) or the issuance of any
          debt  securities  by a  Transferred  Sub except for  borrowings  under
          existing  lines of  credit  or from  the  Seller  in each  case in the
          ordinary course and in a manner consistent with past practice; (B) the
          assumption,  guarantee,  endorsement or otherwise  becoming  liable or
          responsible  (whether  directly,   contingently  or  otherwise)  by  a
          Transferred  Sub for the  material  obligations  of any  other  Person
          except  in the  ordinary  course  in an  amount  not  material  to the
          Business;  or (C) the  making  by a  Transferred  Sub of any  material
          loans,  advances or capital  contributions  to, or investments in, any
          other person, in each case other than in the ordinary course;

     (v)  the entering into new contracts or agreements  that are not terminable
          upon the  Closing  between a  Transferred  Sub on the one hand and the
          Seller,  a Selling Sub or an Excluded Sub or another  Affiliate of the
          Seller (other than a Transferred  Sub) on the other hand other than in
          the ordinary course and otherwise not material;

    (vi)  the  acquisition  or  disposition  by a  Transferred  Sub (by  merger,
          consolidation  or acquisition of stock or assets) of any  corporation,
          partnership or other business  organization or division thereof or any
          equity interest therein (other than in the ordinary course);

   (vii)  any increases in, or additions to, the compensation  payable to any of
          the  Transferred  Employees,  any of the  Mismatched  Employees or any
          employees  of the  Transferred  Subs,  including  pursuant to a Seller
          Plan, other than in the ordinary course or pursuant to existing Seller
          Plans or arrangements;

   (viii) a failure to maintain books,  records and accounts of the Seller,  any
          Transferred Sub or the Business in the ordinary course;

     (ix) a material  amendment to a contract included in the Acquired Assets or
          any contract or agreement to which a Transferred  Sub is a party other
          than in the ordinary course;

     (x)  a change of any of the  accounting  methods or procedures  used by the
          Seller or a Business Sub unless required by GAAP or applicable law;

     (xi) bringing, settling,  compromising or waiving any Action or legal right
          affecting the validity or value of any Acquired Assets, the Interests,
          the Business or any assets or properties of any  Transferred Sub other
          than in the ordinary course and if not material;



<PAGE>


    (xii) payment of any dividends or  distributions  or other return of capital
          by any Transferred Sub;

   (xiii) after October 1, 2001, make or commit to make capital  expenditures in
          excess of $2 million in the  aggregate  except in  furtherance  of the
          capital expenditure plans described in Schedule 5.13;

    (xiv) the amendment, variation,  termination or waiver of any Property Lease
          or rights thereunder;

     (xv) the grant or  acceptance  of any lease in  respect  of the Owned  Real
          Property;

    (xvi) except as provided in Section  5.18, a reduction  in the  workforce of
          the Business of more than 20 employees;

   (xvii) except  in the  ordinary  course,  enter  into  any  lease,  sublease,
          license,  broker  agreement,  service contract,  management  contract,
          utility  agreement  or  other  agreement  relating  to any of the Real
          Property  which  would be binding on the  applicable  property  or the
          Purchaser after the Closing; and

  (xviii) the  authorization  or  entering  into an  agreement  to do any of the
          foregoing.

Section  5.5 Access and  Information.  (a)  Subject to the  Bidding  Procedures,
applicable  law  and  the  reasonable  requirements  of the  Seller  to  protect
competitively  sensitive  information,  the Seller shall afford to the Purchaser
and  to  the  Purchaser's  financial  advisors,   legal  counsel,   accountants,
consultants,  financing sources and other authorized  representatives reasonable
access during normal  business hours  throughout the period prior to the Closing
Date to the books, records,  properties and personnel of the Seller, the Selling
Subs and the Transferred Subs and, during such period,  shall furnish reasonably
promptly to the  Purchaser  such  information  as the Purchaser  reasonably  may
request;



<PAGE>


(b)  The Seller shall deliver to the Purchaser monthly  financial  statements of
     the  Business  prepared  on the  same  basis  as the  Financial  Statements
     (including balance sheets and income  statements),  on or before the end of
     the following month; and

(c)  The Seller  shall  notify the  Purchaser  promptly if any of the 25 largest
     customers  (measured  by revenue)  of the  Business  cancels or  materially
     modifies or terminates its contract,  agreement or arrangement or gives the
     Seller  written  notice  of its  assertion  or  intention  to do any of the
     foregoing.

Section 5.6 Approvals and Consents; Cooperation; Notification.

(a)  The  parties  hereto  shall use their  respective  commercially  reasonable
     efforts,   and  cooperate  with  each  other,  to  obtain  as  promptly  as
     practicable all approvals,  consents or waivers from Governmental  Entities
     required  in order to  consummate  the  transactions  contemplated  by this
     Agreement;  provided, however, that neither the Purchaser nor any Affiliate
     of the  Purchaser  shall be  required  to divest  itself  of any  business,
     operations,  assets or properties  (including,  without  limitation,  those
     acquired  hereunder)  or agree to limit the freedom of the Purchaser or its
     Affiliate  to conduct  any  business or  operation  in  connection  with or
     following the Closing, whether under the proceedings referred to in Section
     5.6(b) or otherwise.

(b)  The Seller and the  Purchaser  shall take all actions  necessary to file as
     soon as  practicable  (and in any event within five business days after the
     Execution Date) all notifications,  filings and other documents required to
     obtain all  approvals,  consents  or waivers  from  Governmental  Entities,
     including,  without  limitation,  under  the HSR  Act,  and to  respond  as
     promptly as  practicable  to any inquiries  received from the Federal Trade
     Commission,  the  Antitrust  Division of the  Department of Justice and any
     other Governmental  Entity for additional  information or documentation and
     to respond  as  promptly  as  practicable  to all  inquiries  and  requests
     received  from  any  Governmental  Entity  in  connection  therewith.   The
     Purchaser  agrees  to  take  promptly  all  commercially  reasonable  steps
     necessary  to avoid  or  eliminate  each and  every  impediment  under  any
     antitrust  or  competition  law that may be asserted  by any U.S.  federal,
     non-U.S.  national, state or local antitrust or competition authority so as
     to enable the parties to expeditiously close the transactions  contemplated
     by  this  Agreement.  Notwithstanding  anything  to the  contrary  in  this
     Agreement, the Seller may take all such actions necessary to facilitate the
     filing of notifications, filings and other documents required to obtain all
     approvals,  consents  or  waivers  from  Governmental  Entities,  including
     without  limitation under the HSR Act, in connection with Qualified Bidders
     (as defined in the Bidding Procedures). (1)

<PAGE>



(c)  Each of the Seller and the Purchaser  shall give prompt notice to the other
     of the  occurrence or failure to occur of an event that would,  or with the
     lapse  of time  would,  cause  any  condition  to the  consummation  of the
     transactions contemplated hereby not capable of satisfaction.

(d)  If any judicial  action or proceeding is  instituted  (or  threatened to be
     instituted)  by a  Governmental  Entity or private  party  challenging  the
     Acquisition,  then (i)  Purchaser  shall  take  promptly  any and all steps
     necessary to prosecute  and defend all such  actions or  proceedings;  (ii)
     Seller shall  cooperate in all respects with  Purchaser in  contesting  and
     resisting  any such action or  proceeding  and  attempting to have vacated,
     lifted,  reversed or overturned any decree,  judgment,  injunction or other
     order, whether temporary,  preliminary or permanent,  that is in effect and
     that  prohibits,  prevents or restricts  consummation  of the  Acquisition;
     (iii)  Purchaser  shall have the right to control  the  defense of any such
     action or proceeding;  (iv)  Purchaser will pay all of Seller's  reasonable
     expenses  incurred by Seller in the  defense of such action or  proceeding;
     (v) Seller shall promptly  inform  Purchaser of any and all oral or written
     communication   between   Seller  and  any  third  party  relating  to  the
     Acquisition including any communication with a customer, supplier, hardware
     or software  manufacturer,  Governmental  Entity, or judicial body; and (v)
     Seller  shall  give   Purchaser  an   opportunity  to  participate  in  the
     communication if at all possible, and, in the case of communication written
     by Seller, give Purchaser an opportunity to review the communication before
     it is made.

Section  5.7  Additional  Matters.  Subject to the terms and  conditions  herein
provided,  each of the parties hereto agrees to use all commercially  reasonable
efforts  to take,  or cause to be taken,  all  action  and to do, or cause to be
done,  all things  necessary,  proper or  advisable  under  applicable  laws and
regulations to consummate and make effective the  transactions  contemplated  by
this  Agreement and to vest in the Purchaser or a Transferred  Sub all rights in
and to the assets and properties of the Business (other than Excluded Assets) in
accordance with this Agreement,  including, without limitation; the execution of
appropriate  separate purchase agreements in any jurisdiction  requiring such an
agreement to complete  the  transactions  contemplated  hereby;  the  subsequent
transfer of any Acquired  Assets which are not  transferred at the Closing;  and
the  execution  and delivery of such further  documentation  as either party may
reasonably  require  at or after the  Closing.  The  obligations  of each of the
Purchaser  and the  Seller  pursuant  to this  Article V shall be subject to any
orders entered or approvals or  authorizations  granted by the Bankruptcy  Court
and the Bankruptcy Code.



<PAGE>


Section 5.8  Employment  of Business  Employees.  (a) Subject to the agreed upon
reduction  in force set forth in Section  5.18,  within five (5)  business  days
before  the  issuance  of the  Section  363/365  Order by the  Bankruptcy  Court
approving the  Acquisition by the Purchaser,  the Purchaser shall make offers of
employment,  effective as of the Closing Date, to (i)  substantially  all of the
employees  of the  Seller who are  primarily  engaged  in the  operation  of the
Business,  including,  specifically,  all  employees  who may be  subject to the
Assumed  SIP   Guarantees   (those  who  accept  such  offers  are  referred  to
collectively as the "Transferred  Employees") and (ii)  substantially all of the
employees  of  the  Seller's   Affiliates  and  subsidiaries   (other  than  the
Transferred  Subs) who are  primarily  engaged  in the  Business  in  respect of
jurisdictions  where the Business is operated by a Transferred Sub and who would
not otherwise  transfer to Purchaser's  group or a Transferred Sub automatically
by operation of law as a result of the  Acquisition and who have been identified
by Seller in a letter to Purchaser (those who accept such offers are referred to
collectively as the "Mismatched Employees"),  on terms and conditions that, with
respect to retention  bonus,  are  equivalent  in all  material  respects to the
retention  bonus  currently  offered  to  each  such  employee  by  the  Seller,
Transferred  Sub  and  Mismatched  Employer,   with  respect  to  salary,  sales
commissions and annual bonus are substantially  similar in all material respects
to those currently  offered to similarly  situated  employees of Purchaser,  and
with  respect  to other  matters,  are,  subject  to any  overriding  legal  and
regulatory requirements,  substantially similar, in the aggregate, in accordance
with  Purchaser's   established  policies,   including,   but  not  limited  to,
eligibility  requirements,  to those  currently  offered to  similarly  situated
employees of  Purchaser.  For the  avoidance  of doubt,  Purchaser is not hereby
obligated to employ any of the Transferred Employees or Mismatched Employees for
any particular period.

Notwithstanding the foregoing, the Purchaser shall not be liable for any amount
of any sales  commissions,  annual bonus or retention bonus attributable to any
period  prior to the Closing.  The Seller shall pay all amounts  accrued by any
Transferred  Employee  or  Mismatched  Employee  under the  Seller's  Incentive
Compensation  Plan,  Seller's or Mismatched  Employers' sales commission plans,
the Seller's Key  Performance  Award Plan or the  Seller's  Special  Management
Incentive Plan  (collectively,  the "Incentive Plans") with respect to any full
or partial  calendar  month ending on or before the Closing.  The provisions of
the preceding  sentence  shall apply only to liability to pay bonuses under the
plans described in this Section 5.8(a) and all other  compensation and benefits
payable to such Transferred Employees and Mismatched Employees shall be payable
to the same by their  respective  employers  during the  respective  periods of
employment.



<PAGE>


Notwithstanding any provision in this Agreement,  the Purchaser shall recognize,
honor  and  assume  the  liability  for  each  such  Transferred  Employees  and
Mismatched Employee's accrued but unused vacation and sick time with the Seller,
Transferred Subs and Mismatched Employers, as accrued as of the Closing.

(b)  With respect to each employee of the  Transferred  Subs  ("Transferred  Sub
     Employee"),  the Purchaser  agrees to cause each Transferred Sub to provide
     all  employees  of such  Transferred  Sub with salary,  sales  commissions,
     annual bonus and retention  bonus,  which are  substantially  equivalent to
     those currently offered to each such employee by the Seller and Transferred
     Sub and with respect to other matters,  which are substantially similar, in
     the  aggregate,  to those  currently  offered to each such  employee by the
     Seller and Transferred  Sub, which terms and conditions will continue after
     the Closing Date for at least as long as is required by applicable law. For
     avoidance of doubt, Purchaser shall cause the Transferred Subs to be liable
     for any amount of sales  commissions,  annual bonus and retention bonus and
     special management  incentive bonus accrued by any Transferred Sub Employee
     prior to or after the Closing.

(c)  Seller shall use its  commercially  reasonable  endeavors to encourage  all
     Mismatched  Employees to accept  Purchaser's  offer of  employment.  Seller
     shall  indemnify  and  hold  harmless   Purchaser,   its  subsidiaries  and
     Affiliates  (including  the  Transferred  Subs) against any and all claims,
     losses, damages, expenses,  obligations and liabilities (including costs of
     collection,   attorneys'  fees  and  other  costs  of  defense)  which  the
     Purchaser,  its subsidiaries or Affiliates (including the Transferred Subs)
     may incur in connection  with any  termination  of employment by Seller and
     the  respective  Mismatched  Employer  of  any  employee  of  Seller  or  a
     Mismatched Employee who does not accept Purchaser's offer of employment.



<PAGE>


(d)  As  used   hereinafter,   the  term   "Business   Employees"   shall  mean,
     collectively,   the  Transferred   Employees,   Mismatched   Employees  and
     Transferred  Sub  Employees.  Except  as  agreed  between  the  Seller  and
     Purchaser,  effective as of the Closing Date, the Business  Employees shall
     cease  participation  in  all of  the  Seller  Plans  and,  subject  to the
     Purchaser's  standard  policies,  including but not limited to  eligibility
     requirements,  commence  participation in plans sponsored or established by
     the  Purchaser (or the  appropriate  assignee for purposes of Section 1.11)
     including,  but not limited to health,  life insurance and disability plans
     ("Purchaser  Plans"). The Purchaser shall recognize and give credit for all
     service by each  Business  Employee with the Seller or any  predecessor  or
     Affiliate of Seller for purposes of eligibility, vesting and benefits under
     the  Purchaser's  employee  benefits plans and policies,  including but not
     limited to, flexible time off including vacation,  sick leave,  personal or
     family leave and retirement benefits, except for benefit accruals under any
     of  Purchaser's  defined  benefit plans and to the extent such credit would
     result in  duplication of benefits.  Notwithstanding  any provision in this
     Agreement,  the Purchaser  shall provide or cause the  Transferred  Subs to
     provide  to  each  Business  Employee  whose  employment  is  involuntarily
     terminated  within six (6) months of the Closing  Date  severance  benefits
     that are equivalent to those currently offered to each such employee by the
     Seller,  Transferred  Sub  or  Mismatched  Employer.   Notwithstanding  any
     provision in this Agreement,  those of the Purchaser Plans which are health
     benefit  plans  shall not,  with  respect to any  Business  Employee or any
     dependents  of such  employee,  limit or otherwise  restrict  participation
     thereunder for reason of any pre-existing  condition  limitation or waiting
     period in any such Purchaser  Plan.  Purchaser  shall use its  commercially
     reasonable  efforts to accommodate the direct rollover of eligible rollover
     distributions made to any Transferred Employees,  including loans, from the
     Comdisco  Retirement  Plan to the SunGard Data Systems Inc.  Savings  Plan,
     subject to  administrative  feasibility.  In  accordance  with  Purchaser's
     policies and stock option plans, the Purchaser shall issue stock options to
     key Business  Employees.  The Purchaser shall recognize and give credit for
     medical plan deductibles paid under Seller's plans by Transferred Employees
     who are subject to medical plan deductibles.

(e)  The Purchaser  shall  indemnify  and hold the Seller,  the Selling Subs and
     their  subsidiaries  and  Affiliates  harmless from and against any and all
     claims, losses,  damages,  expenses,  obligation and liabilities (including
     costs of collection,  attorneys' fees and other costs of defense) which the
     Seller,  the Selling Subs or their  subsidiaries or Affiliates may incur in
     connection with any suit or claim or violation  brought against the Seller,
     the Business Subs or their subsidiaries or Affiliates under the WARN Act or
     any similar  national,  multi-national,  state or local law that relates to
     actions  taken by the Purchaser on or after the Closing Date with regard to
     any site of employment or one or more  facilities or operating units within
     any site of employment of the business of the  Purchaser.  The Seller shall
     indemnify and hold harmless the Purchaser,  the Transferred  Subs and their
     respective  subsidiaries  and  Affiliates  against any such claims  losses,
     damages, expenses, obligations, and liabilities referred to in the previous
     sentence  that relates to actions  taken by the Seller or the Business Subs
     prior to the Closing Date.



<PAGE>


(f)  If  requested  by Purchaser  Seller  shall  undertake  to provide  prior to
     Closing and within a  reasonable  period of time  following  such  request,
     accurate details of all material employment practices, policies, contracts,
     programs or  arrangements  applicable to employees and former  employees of
     the Transferred  Subs,  together with summaries of all material  employment
     rights and benefits  applying to such  individuals  by virtue of custom and
     practice.

(g)  The Seller shall use reasonable best efforts to cause the entry of an order
     approving  the  Incentive  Plans with  respect  to  amounts  payable to the
     Transferred Employees and the Mismatched Employees (the "Retention Order"),
     such that the  Retention  Order  becomes  a Final  Order on or prior to the
     entry of the Section 363/365 Order.

Section 5.9  Termination of Consent Decree.  Effective on the Closing Date, the
Seller and the Purchaser  shall  terminate the consent decree dated September 1,
1988 and all litigation  matters between the parties and their  affiliates,  and
shall exchange mutual releases with respect thereto (the "Mutual Release").

Section  5.10  Books and  Records.  For a period  of seven  (7) years  after the
Closing  Date (or such  longer  period as may be  required  by any  Governmental
Entity or legal proceeding):

(a)  the Purchaser  shall not dispose of or destroy any of the business  records
     and files of the Business transferred to it hereunder; and

(b)  the Purchaser  shall allow the Seller and any of its  directors,  officers,
     employees, counsel, representatives, accountants and auditors access to the
     Transferred  Employees,   employees  of  the  Transferred  Subs  and  other
     employees of the Purchaser or its subsidiaries  engaged in the operation of
     the  Business  and all  business  records  and  files of the  Sellers,  the
     Business  Subs or the Business  that are  transferred  to it in  connection
     herewith,  which are reasonably required by the Seller for purposes related
     to the Chapter 11 Case, tax matters and other reasonable business purposes,
     during  regular  business hours and upon  reasonable  notice and the Seller
     shall have the right to make copies of any such records and files.  Neither
     the Seller nor any of its  Affiliates  shall solicit for employment or hire
     any  Transferred  Employees,  employees  of the  Transferred  Subs or other
     employees  engaged in the  operation of the Business to which the Purchaser
     allows  access  under this  Section 5.10 for a period of 2 years after such
     access is last allowed.



<PAGE>


Section 5.11 Termination of Intercompany Agreements.  On or prior to the Closing
Date, the Seller shall  terminate,  or shall cause to be terminated,  all of the
agreements, contracts or arrangements between a Transferred Sub on the one hand,
and the Seller, a Selling Sub or any other Affiliate of the Seller (other than a
Transferred  Sub) on the other  hand  relating  to the  provision  of  services,
cost-sharing  or  any  other   intercompany   arrangement,   including   without
limitation, such of the foregoing as are listed or described on Schedule 5.11.

Section 5.12 Nominal  Shareholders  of Comdisco  France.  The Seller shall cause
each of the nominal director  shareholders (as listed on Schedule A) of Comdisco
Continuity  Services  France S.A., a stock company  organized  under the laws of
France and one of the Transferred Subs ("Comdisco  France"),  to transfer his or
her  respective  share  of stock  in  Comdisco  France  to the  designee  of the
Purchaser at the Closing  without  payment of  additional  consideration  by the
Purchaser.

Section 5.13 Capital Expenditures. During the period between the Effective Date
and the Closing,  the Seller shall continue to fund and pursue, in all material
respects,  the capital expenditure  projects  substantially as described in the
Seller's current capital expenditure plan attached hereto as Schedule 5.13.

Section 5.14 Release of  Guarantees.  With  respect to any  guaranty,  letter of
credit of the Seller  assumed by the  Purchaser  as an  Assumed  Liability,  the
Purchaser shall use its  commercially  reasonable  efforts to have the Seller or
its  Affiliate  released  from such  guaranty  and, if  requested by the assured
parties,  shall substitute a substantially similar guaranty or letter of credit,
as applicable, in its place.

Section 5.15 Maintenance of Properties.  Until the Closing, the Seller shall use
its commercially  reasonable efforts to cause the Real Property and the Tangible
Personal   Property  included  in  the  Acquired  Assets  to  be  maintained  in
substantially  the same  condition that it has  heretofore  maintained  same and
shall  operate  the Real  Property  in  substantially  the same manner as it has
heretofore  operated same, and the Seller shall promptly inform the Purchaser in
writing of any material adverse change to the ownership, use, occupancy, leasing
or operation of any Real Property, whether or not insured against.

Section 5.16 Joinder of Selling Subs. The Seller shall cause each Selling Sub to
execute  and  deliver  at or prior  to  Closing,  a  joinder  to this  Agreement
substantially  in the form of  Exhibit I whereby  such  Selling  Subs  agrees to
transfer and sell to the  Purchaser  all of its rights and incidents of interest
to the Interests and the Acquired Assets.



<PAGE>


Section 5.17 Insurance. The Seller shall use its commercially reasonable efforts
to maintain in effect all of the existing  contracts or policies of insurance to
the extent  relating to the Business.  With respect to any damage or destruction
of any of the  Acquired  Assets  prior to the Closing  Date for which the Seller
would be entitled to assert, or cause any Affiliate or other Person to assert, a
claim for recovery  under any contract or policy of insurance  maintained  by or
for the  benefit  of the  Seller or any  Affiliate  thereof  in  respect  of the
Acquired Assets, at the request of the Purchaser, the Seller will use reasonable
efforts to assert one or more claims under such  insurance  covering such damage
or  destruction.  In the case of any damage to or  destruction  of the  Acquired
Assets  occurring  prior  to the  Closing  Date  that is  covered  by  insurance
maintained  by the Seller or any  Affiliate  of the  Seller,  the  Seller  shall
deliver all insurance proceeds realized therefrom to the Purchaser at Closing or
as soon thereafter as collected by the Seller or such Affiliate.

Section 5.18 Web Hosting Reduction in Force. The Seller shall terminate or cause
the  Transferred  Subs to terminate the  employment of 60 to 70 employees in its
web services business at or prior to Closing;  provided,  however, that any such
employees  that  terminate  their  employment  with  Seller  or that  have  been
transferred  out of Seller's  web  services  business to another  open  position
within the  Business,  shall count as  terminated  employees for the purposes of
this section.  The  termination of employment of any such employees  employed by
Comdisco  Continuity  Services  (UK)  Limited  at the  Comdisco  site  in  Poole
(England)  or by any  other  Transferred  Sub shall be made in  accordance  with
applicable law.

Section 5.19 Real Estate  Credits and  Prorations.  The Seller and the Purchaser
shall prorate all rent,  additional  rent and other  payments under the Property
Leases and the Leases (and all other similar  customary  adjustments)  and Taxes
and  assessments  levied against the Owned Real Property as of 12:01 a.m. on the
Closing Date.  With respect to any amounts  (including  Taxes) that have not yet
been billed or otherwise determined,  the Seller and the Purchaser shall prorate
such amounts based on the most recent  ascertainable bill. The Purchaser and the
Seller  agree to prorate real estate  Taxes and  assessments  based on when such
Taxes and assessments are due and payable,  notwithstanding  when such Taxes and
assessments become a lien on the Owned Real Property.

Section 5.20 Lease of Rosemont Facility.  At or prior to Closing, the Seller and
the  Purchaser  shall enter into a lease  agreement  for space in the 6111 North
River Road,  Rosemont,  Illinois  building on  substantially  the same terms and
conditions  (including  price and term) on which the Seller  leases space in the
6133 North River Road, Rosemont, Illinois building.



<PAGE>


Section 5.21 Confidentiality.  Seller acknowledges that Purchaser has legitimate
and  continuing  interests in the  protection  of the  confidential  information
related to the Business and that  Purchaser  is investing  substantial  sums and
will continue to invest  substantial sums to develop,  maintain and protect such
confidential  information.  From and after the  Closing,  Seller  shall not, and
shall cause each of its Affiliates not to, disclose,  furnish or make accessible
to any Person or use for its own benefit or the benefit of any other  Person any
trade secrets or other confidential or proprietary  information of the Business,
prospects  of the  Business and  financial  condition of the Business  including
without limitation any business plans,  financing plans,  financial information,
contract prices and other terms,  strategies,  methods and computer  programs of
the  Business;  and any  information  obtained  by or  revealed  to  during  any
negotiations  or review  relating to this Agreement or any Ancillary  Agreement,
provided  that such  protected  information  shall not include  (i)  information
required  to be  disclosed  by law,  subject  to  prior  consultation  with  the
Purchaser to the extent  reasonably  practicable,  (ii) information known to the
public or otherwise  available to the public without violation of this Agreement
by Seller and (iii)  information of the Business that also relates to a business
of Seller other than the Business, but only to the extent relating to such other
business.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

Section 6.1  Conditions Precedent to Obligation of the Seller and the Purchaser.
The respective obligations of each party to effect the transactions contemplated
by  this  Agreement  shall  be  subject  to the  satisfaction  of the  following
conditions:

(a)  The Bankruptcy  Court shall have entered in the Bankruptcy Case the Section
     363/365 Order (together with any related findings of fact or conclusions of
     law) approving this Agreement and the transactions  contemplated  hereby no
     later than November 5, 2001. The Section  363/365 Order shall not have been
     vacated,  stayed, amended,  reversed or modified. The Section 363/365 Order
     shall contain (or be  accompanied  by) findings of fact and  conclusions of
     law by the  Bankruptcy  Court that,  among other things,  find and conclude
     that  (y)  the  transactions  contemplated  hereby  are in good  faith  and
     otherwise satisfy the provisions of Sections 363 and 365, including Section
     363(m) of the Bankruptcy Code and (z) that the Seller has complied with the
     notice requirements of Rules 2002, 6004, 6006 and 9014 of the Federal Rules
     of Bankruptcy  Procedure and any applicable  rules of the Bankruptcy  Court
     with respect to the transactions contemplated by this Agreement.



<PAGE>


(b)  the waiting period applicable to the Acquisition, if any, under the HSR Act
     shall have expired or been terminated,  all necessary and expedient foreign
     filings, in the reasonable opinion of the Purchaser  (including pursuant to
     antitrust  or  competition  legislation  in Canada or any other  applicable
     jurisdiction  similar to the HSR Act), shall have been made, all applicable
     waiting and other time periods (including any extensions thereof) under any
     applicable  legislation or regulation of any relevant foreign  jurisdiction
     shall  have  expired,  lapsed  or  been  terminated  and all  statutory  or
     regulatory obligations in any relevant foreign jurisdiction shall have been
     complied  with in each case in  connection  with the  Acquisition,  and all
     authorizations from any foreign Governmental Entity considered necessary or
     appropriate  in the  reasonable  opinion of the  Purchaser  shall have been
     obtained and all such authorizations remaining in full force and effect and
     there  being no notice of any  intention  to revoke,  suspend or  adversely
     restrict or modify any of the same;

(c)  no action,  suit or proceeding  (including  any  proceeding  over which the
     Bankruptcy  Court has  jurisdiction  under 28 U.S.C.  ss.  157(b)  and (c))
     brought by any Governmental Entity shall be pending to enjoin,  restrain or
     prohibit the Acquisition,  or that would be reasonably likely to prevent or
     make illegal the  consummation  of the  transactions  contemplated  by this
     Agreement.  For the avoidance of doubt,  the ongoing  investigation  by the
     Antitrust Division of the U.S. Department of Justice,  relating to the sale
     of the Business to Purchaser, by itself, would not be deemed a "proceeding"
     under this Section 6.1(c); and

(d)  no Governmental  Entity shall have issued any order,  decree or ruling, and
     there shall not be any statute, rule or regulation,  restraining, enjoining
     or prohibiting the consummation of the Acquisition.



<PAGE>


(e)  Notwithstanding any provisions to the contrary contained in this Agreement,
     the Section  363/365 Order shall provide and declare that all right,  title
     and interest of the Seller under each of the contracts  included within the
     Acquired  Assets,  including but not limited to the IP License  Agreements,
     Customer Contracts and Property Leases shall, upon Closing,  be transferred
     and assigned to and fully and irrevocably  vest in the Purchaser and remain
     in full force and effect,  unless the Seller shall have obtained consent to
     the assignment and assumption by the Purchaser of the contracts in form and
     substance  reasonably  satisfactory  to the Purchaser.  The Section 363/365
     Order shall also declare and include or be  accompanied by findings of fact
     and conclusions of law of the Bankruptcy  Court which,  among other things,
     shall  determine  and declare:  (a) that each contract is in full force and
     effect and is an executory  contract of the Seller under Section 365 of the
     Bankruptcy Code; (b) that the Seller may assume each contract in accordance
     with  Section 365 of the  Bankruptcy  Code;  (c) that the Seller may assign
     each  contract in accordance  with  Sections 363 and 365 of the  Bankruptcy
     Code and any  provisions  in any contract  that  prohibit or condition  the
     assignment  of  such  contract  constitute  unenforceable   anti-assignment
     provisions  which are void and of no force and  effect;  (d) that all other
     requirements  and  conditions  under Section 363 and 365 of the  Bankruptcy
     Code for the  assumption  by the Seller and  assignment to the Purchaser of
     each contract  have been  satisfied;  (e) that upon Closing,  in accordance
     with Sections 363 and 365 of the Bankruptcy  Code,  the Purchaser  shall be
     fully and  irrevocably  vested in all  right,  title and  interest  of each
     contract,  including  but not limited to each Customer  Contract,  Property
     Leases and licensee or sublicensee under each IP License Agreement and that
     following the Closing, each contract shall remain in full force and effect;
     (f) the  assignments of each contract is in good faith under Section 363(b)
     and (m) of the Bankruptcy Code; and (g) that the Seller gave due and proper
     notice  of such  assumption  and  assignment  to each  landlord,  licensor,
     sublicensor  and other  non-debtor  party under each contract as well as to
     any sublicensees,  subtenants and landlords. The Section 363/365 Order, and
     any related  findings of fact and  conclusions  of law, with respect to the
     matters set forth in this Section  6.1(e))  shall be in form and  substance
     satisfactory  to the Purchaser.  All liabilities and costs required to cure
     as required by Section  365(b) of the  Bankruptcy  Code defaults  under the
     contracts as required by Section 365(b) of the Bankruptcy Code shall be the
     responsibility of the Seller.

Section 6.2  Conditions Precedent to Obligation of the Seller. The obligation of
the Seller to effect the  transactions  contemplated  by this Agreement shall be
subject to the  satisfaction  or waiver at or prior to the  Closing  Date of the
following additional conditions:

(a)  the Purchaser shall have performed in all material respects its obligations
     under this Agreement  required to be performed by the Purchaser at or prior
     to the Closing Date; and

(b)  each of the  representations  and warranties of the Purchaser  contained in
     this Agreement shall be true and correct in all respects (without regard to
     any  materiality  or  knowledge  exceptions  or  qualifications   contained
     therein)  as of  the  Closing  Date,  except  where  the  failure  of  such
     representations  and  warranties  to be so true and correct  does not,  and
     could not be  reasonably  likely to have a material  adverse  effect on the
     Purchaser or its ability to consummate the Acquisition.



<PAGE>


Section 6.3  Conditions Precedent to Obligation of the Purchaser. The obligation
of the Purchaser to effect the transactions contemplated by this Agreement shall
be subject to the  satisfaction or waiver at or prior to the Closing Date of the
following additional conditions:

(a)  the Seller shall have  performed in all material  respects its  obligations
     under this Agreement  required to be performed by the Seller at or prior to
     the Closing Date;

(b)  each of the  representations and warranties of the Seller contained in this
     Agreement shall be true and correct in all respects  (without regard to any
     materiality or knowledge exceptions or qualifications contained therein) as
     of the Closing Date, except where the failure of such  representations  and
     warranties  to be so true and correct does not, and could not be reasonably
     likely to have a Material Adverse Effect; and

(c)  there shall not have occurred a Material Adverse Effect since the Effective
     Date.

                                   ARTICLE VII

                       TERMINATION, AMENDMENT, AND WAIVER

Section 7.1 Termination by Mutual  Consent.  This Agreement may be terminated at
any time prior to the Closing Date by mutual written  agreement of the Purchaser
and the Seller.

Section 7.2  Termination  by Either the Purchaser or the Seller.  This Agreement
may be  terminated at any time prior to the Closing Date by either the Purchaser
or the Seller if the Closing Date shall not have occurred on or before  December
5, 2001;  provided however,  that the right to terminate this Agreement pursuant
to this Section 7.2 shall not be available to any party whose failure to fulfill
any obligation  under this Agreement shall have been the cause of the failure of
the Closing Date to have occurred on or prior to such date.

Section 7.3  Termination by the  Purchaser.  This Agreement may be terminated at
any time prior to Closing by the Purchaser  (provided that it is not in material
breach of any representation,  warranty or covenant or other agreement contained
herein) if:

<PAGE>

(i)    the Section 363/365 Order shall not have been entered by Bankruptcy Court
       on or prior to November 5, 2001,  and as of the time of such  termination
       has not been entered;

(ii)   the Retention  Order shall not have been entered by the Bankruptcy  Court
       and shall not have  become a Final  Order on or prior to the entry of the
       Section 363/365 Order and as of the time of such termination has not been
       entered and become a Final Order;

(iii)  upon (x) the  conversion  of the Chapter 11 Case to cases under chapter 7
       of the Bankruptcy Code, (y) the filing of a plan of reorganization by the
       Seller which does not provide for the sale of the Acquired  Assets to the
       Purchaser  under this  Agreement,  or (z) the appointment of a Chapter 11
       trustee in the Bankruptcy Case; or

(iv)   upon a willful  breach of any  covenant or  agreement  on the part of the
       Seller set forth in this  Agreement  such that the  condition  in Section
       6.3(a)  would  not be  satisfied;  provided,  that if any such  breach is
       curable  prior  to  December  5,  2001  through  the use of the  Seller's
       reasonable best efforts, so long as the Seller,  following written notice
       with  respect  to such  breach  from the  Purchaser,  shall be using  its
       reasonable  best  efforts  to cure such  breach,  the  Purchaser  may not
       terminate this Agreement pursuant to this Section 7.3(iv).



<PAGE>


Section 7.4 Effect of Termination and Abandonment.  In the event of termination
of this Agreement  pursuant to this Article VII, written notice thereof shall be
given as promptly as  practicable  to the other party to this Agreement and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned,  without  further  action  by any  of the  parties  hereto.  If  this
Agreement is  terminated  as provided  herein (a) there shall be no liability or
obligation  on the  part of the  Seller,  the  Purchaser,  or  their  respective
officers,  directors and  Affiliates,  and all  obligations of the parties shall
terminate,  except (i) for the  obligations of the parties  pursuant to Sections
7.4  and  8.7,  and  (ii)  that  a  party  that  has   willfully   breached  its
representations,   warranties,  covenants,  or  agreements  set  forth  in  this
Agreement  shall be liable for  damages  occasioned  by such  breach,  including
without  limitation any expenses,  including the reasonable fees and expenses of
attorneys,  accountants  and  other  agents  incurred  by  the  other  party  in
connection with this Agreement and the  transactions  contemplated  hereby,  and
Purchaser shall have the right to commence an action for specific performance in
addition to other  remedies  hereunder;  and (b) all filings,  applications  and
other  submissions  made  pursuant  to the  transactions  contemplated  by  this
Agreement  shall,  to the extent  practicable,  be withdrawn  from the agency or
person to which made.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.1 Indemnification.

(a)  By the Seller.  The Seller  covenants  and agrees to defend,  indemnify and
     hold harmless the Purchaser, its Affiliates (including,  from and after the
     Closing,  the  Transferred  Subs) and the officers,  directors,  employees,
     agents, advisers and representatives of each such Person (collectively, the
     "Purchaser  Indemnitees")  from  and  against,  and  pay or  reimburse  the
     Purchaser  Indemnitees for, any and all claims,  liabilities,  obligations,
     losses,  fines,  costs,  royalties,  proceedings,  deficiencies  or damages
     (whether  absolute,  accrued,  conditional  or otherwise and whether or not
     resulting from third party claims),  including  out-of-pocket  expenses and
     reasonable  attorneys' and accountants'  fees incurred in the investigation
     or defense of any of the same or in asserting any of their respective right
     hereunder (collectively, "Losses") resulting from or arising out of:

     (i)    any breach or inaccuracy of any  representation  or warranty made by
            the Seller in Section  3.2(b),  Section  3.9,  Section 3.12 (but for
            purposes  of  this  indemnity  obligation  only,   substituting  the
            reference to "the Effective  Date" in Section 3.12 with "the Closing
            Date"), Section 3.13 or Section 3.18;

     (ii)    any breach by the Seller of any covenant or agreement hereunder;



<PAGE>


     (iii)  the costs reasonably  incurred by the trustees for the time being of
            the CDRS Pension Plan (the "Trustees")  attributable to -------- the
            professional   fees  of  advisers  and   administrators   reasonably
            appointed by the Trustees for the purpose of completing  the winding
            up of the CDRS  Pension  Plan,  and any  liability  incurred  either
            directly or by virtue of any  indemnity  owed to the Trustees  under
            Rule 25 of the Rules of the CDRS  Pension Plan (as amended by a deed
            of  indemnity  dated June 1, 1998) by Comdisco  Continuity  Services
            (UK) Limited in respect of the failure by the employer of any member
            or  former  member  of the  CDRS  Pension  Plan to pay  the  correct
            national insurance  contributions in respect of any member or former
            member employed by it;

     (iv)   all Excluded Liabilities;

     (v)    all TSA Losses (as defined in the Transition Services Agreement);



<PAGE>


     (vi)   the four underground  storage tanks (the "USTs") located beneath the
            parking lot at the 81 Sophers Lane, Poole, Dorset,  England property
            and the potential  contamination of soil and groundwater horizons at
            the premises known as Unit 1, Sterling Park, Gatwick Road,  Crawley,
            West Sussex (the  "Crawley  Premises")  and  identified  on Schedule
            3.18,  including,  without  limitation,  (A) the  removal and proper
            disposal  of the USTs and any  fuel or  other  substances  contained
            within  the USTs;  (B) the  collection  of soil and,  to the  extent
            required by applicable  Environmental  Law or to the extent required
            by customary practice as determined in the reasonable  judgment of a
            qualified  environmental  consultant  to be  selected by the Seller,
            groundwater  samples,  in order  to  determine  if there  has been a
            release of Hazardous  Substances into the environment  from the USTs
            or upon the  Crawley  Premises;  (C) if there has been a release  of
            Hazardous  Substances into the  environment,  the delineation of the
            extent of any such  contamination  and the development of a remedial
            plan with respect to such  contamination;  (D)  implementation of an
            appropriate  remedial plan with respect to any such release,  taking
            into account  applicable  Environmental  Laws and the current use of
            the real  property;  and (E) to the extent  required  by  applicable
            Environmental  Laws,  notifying the appropriate  Governmental Entity
            regarding   the  removal  of  the  USTs  and/or  the   environmental
            investigation  and  obtaining,  if  available,  a no further  action
            letter or closure letter from said Governmental  Entity with respect
            to the USTs or the Crawley  Premises,  as  applicable.  The Seller's
            indemnification of the Purchaser with respect to the USTs is subject
            to the  following  conditions.  The  Seller  shall have the right to
            manage and control the aforementioned tasks with respect to the USTs
            and the Crawley  Premises.  The Purchaser  shall grant to the Seller
            the  necessary  access to the real  property to allow the Seller and
            its  representatives  to  perform  the  removal  of the USTs  and/or
            environmental   investigation   and,   if   necessary,   remediation
            associated with the USTs or the Crawley Premises,  as applicable and
            the  Purchaser   shall  fully  cooperate  with  the  Seller  in  the
            performance of this work. The Seller shall provide reasonable notice
            to the  Purchaser of the Seller's  intent to conduct any work on the
            property.  The Seller shall make  reasonable  commercial  efforts to
            perform the work  hereunder  in a manner  which will not  materially
            disrupt the Purchaser's  operations,  provided,  that nothing herein
            shall  constitute a right of the  Purchaser  to  interfere  with the
            Seller's performance of said work if the Seller is unable to perform
            said work without interfering with the Purchaser's  operations.  The
            Seller  shall  provide  copies  of all  correspondence  and  reports
            received  from and  submitted to any  Governmental  Entity and shall
            provide  the  Purchaser  with a  reasonable  opportunity  to  submit
            comments on the Seller's  reports  prior to the  submission  of such
            reports to said  Governmental  Entity.  The Purchaser shall have the
            right to retain, at its own expense, its own attorneys, experts, and
            other  representatives  to oversee the Seller's  performance  of the
            work and to  review  any  correspondence  or  reports  generated  in
            connection with said work;

     (vii)  the  employment  by Comdisco  Continuity  Services  (France) S.A. of
            Francois Lukitsch and the termination of such employment;

     (viii) the  termination  of  employment of any of the employees of Comdisco
            Continuity  Services (UK) Limited or of any other Transferred Sub as
            referred to in Section 5.18;

     (ix)   any  adjustment  allocable  by Revenue  Canada to Comdisco  Services
            (Canada)  Limited  as a result  of the  final  determination  of the
            transfer  pricing audit  currently being conducted by Revenue Canada
            with respect to tax plans 1997, 1998 and 1999;



<PAGE>


     (x)    any  penalties,  fines,  or  adjustments  resulting  from the  final
            determination of the document review of the Comdisco Retirement Plan
            by the U.S.  Department  of  Labor,  Pension  and  Welfare  Benefits
            Administration  ("DOL")  pursuant  to the notice from the DOL to the
            Seller dated July 9, 2001, including, without limitation, any losses
            resulting from the disqualification of such plan as a result of such
            review; and

     (xi)   each  incident of a casualty  loss of  Acquired  Assets in excess of
            $500,000 per incident (and if the  aggregate of all such  casualties
            exceeds $1,000,000,  all amounts in excess of $1,000,000)  occurring
            prior to the Closing Date for which insurance  proceeds are not paid
            to the Purchaser pursuant to Section 5.17 prior to July 26, 2002.

(b)  By the Purchaser.  The Purchaser covenants and agrees to defend,  indemnify
     and hold harmless the Seller,  the Selling Subs,  their  Affiliates and the
     officers,  directors,  employees,  agents,  advisers and representatives of
     each such Person (collectively,  the "Seller Indemnitees") from and against
     any and all Losses resulting from or arising out of:

     (i)    any  inaccuracy  of  any  representation  or  warranty  made  by the
            Purchaser;

     (ii)   any breach by the  Purchaser of any  covenant or  agreement  made or
            contained herein; and

     (iii)  the Assumed Liabilities.



<PAGE>


(c)  Indemnification  Procedures.  In the case of any claim  asserted by a third
     party against a party entitled to indemnification under this Agreement (the
     "Indemnified Party"), written notice (which notice shall describe the claim
     in reasonable  detail,  shall include all written materials related to such
     claim and shall,  if  practicable,  contain an  estimate of the Losses that
     have been or may be sustained by the  Indemnified  Party) shall be given by
     the Indemnified Party to the party required to provide indemnification (the
     "Indemnifying  Party")  promptly  after such  Indemnified  Party has actual
     knowledge  of any  claim  as to  which  indemnity  may be  sought,  and the
     Indemnified  Party shall permit the  Indemnifying  Party (at the expense of
     such  Indemnifying  Party)  to  assume  the  defense  of any  claim  or any
     litigation  resulting  therefrom,  provided  that (i) the  counsel  for the
     Indemnifying  Party  who  shall  conduct  the  defense  of  such  claim  or
     litigation shall be reasonably  satisfactory to the Indemnified Party, (ii)
     the Indemnified  Party may participate in such defense at such  Indemnified
     Party's  expense,  and (iii) the omission by any Indemnified  Party to give
     notice as provided herein shall not relieve the  Indemnifying  Party of its
     indemnification  obligation  under this Agreement except to the extent that
     such  omission  results in a failure of actual  notice to the  Indemnifying
     Party and such Indemnifying Party is prejudiced as a result of such failure
     to give notice.  Except with the prior written  consent of the  Indemnified
     Party, which shall not be unreasonably withheld or delayed, no Indemnifying
     Party,  in the defense of any such claim or  litigation,  shall  consent to
     entry of any  judgment or order,  interim or  otherwise,  or enter into any
     settlement  that  provides  for  injunctive  or  other  nonmonetary  relief
     affecting   the   Indemnified   Party  or  that  does  not  include  as  an
     unconditional term thereof the giving by each claimant or plaintiff to such
     Indemnified  Party of a release  from all  liability  with  respect to such
     claim or litigation.  In the event that the Indemnified Party shall in good
     faith  determine  that the conduct of the  defense of any claim  subject to
     indemnification  hereunder or any proposed  settlement of any such claim by
     the Indemnifying Party might be expected to affect adversely the ability of
     the Purchaser to conduct its business,  or that the  Indemnified  Party may
     have  available  to it one or  more  defenses  or  counterclaims  that  are
     inconsistent  with  one or more  of  those  that  may be  available  to the
     Indemnifying  Party in  respect of such  claim or any  litigation  relating
     thereto,  the  Indemnified  Party shall have the right at such time to take
     over and assume  control  over the  defense,  settlement,  negotiations  or
     litigation  relating to any such claim at the sole cost of the Indemnifying
     Party;  provided that if the Indemnified Party does so take over and assume
     control,  the  Indemnified  Party shall not settle such claim or litigation
     without the written consent of the Indemnifying  Party, such consent not to
     be unreasonably withheld. In the event that the Indemnifying Party does not
     accept the defense of any matter as above provided,  the Indemnified  Party
     shall  have the full right to defend  against  any such claim or demand and
     shall be  entitled  to settle or agree to pay in full such claim or demand.
     In any  event,  the  Indemnifying  Party and the  Indemnified  Party  shall
     cooperate in the defense of any claim or litigation subject to this Section
     8.1 and the records of each shall be available to the other with respect to
     such defense.



<PAGE>


(d)  Indemnification  Limitations.  No  indemnification  under Section 8.1(a)(i)
     shall be required  with respect to any  individual  item of Loss unless the
     aggregate of all Losses of the Purchaser  Indemnitees  described in Section
     8.1(a) of this Agreement shall exceed $3,000,000,  in which case the Seller
     shall  be  liable  only  for  the  Losses  in  excess  of such  amount.  No
     Indemnification  under  Section  8.1(a)(iii)  shall be required  unless the
     aggregate of all Losses of the Purchaser Indemnitees shall exceed $200,000.
     The Purchaser  Indemnitees shall not be entitled to recover from the Seller
     more than $15,000,000 in the aggregate pursuant to Section  8.1(a)(v).  The
     Purchaser  Indemnitees  shall not be entitled to recover more than $500,000
     from the Seller in the  aggregate  with  respect to  indemnification  under
     Section  8.1(a)(vi).  The  Purchaser  Indemnitees  shall not be entitled to
     recover from the Seller more than $45,000,000 in the aggregate, pursuant to
     this Section 8.1.

(e)  Remedies Exclusive; Limitations on Remedies in this Agreement. The Seller's
     obligation  to  indemnify  the  Purchaser   Indemnitees  pursuant  to  this
     Agreement shall not exceed the amount of funds held for such purpose in the
     Escrow Account,  and notwithstanding  anything to the contrary contained in
     this  Agreement  but subject to Article VII, the  Purchaser  and the Seller
     acknowledge and agree (i) that the sole and exclusive  monetary recourse or
     monetary  remedy of the Purchaser  Indemnitees  with respect to a breach or
     inaccuracy of any  representation or warranty made by the Seller hereunder,
     any breach by the Seller of any  covenant or  agreement  hereunder  and all
     Excluded  Liabilities  shall  be  indemnification  in  accordance  with the
     provisions of this Article VIII,  (ii) that the Escrow  Account is the sole
     source of  funding  for any  claims for  indemnification  by any  Purchaser
     Indemnitee pursuant to this Article VIII and (iii) that once any funds have
     been  released  out of  the  Escrow  Account  to the  Seller  as  expressly
     contemplated by this Agreement, such funds shall cease to be subject to any
     claims for  indemnification  by any Purchaser  Indemnitee  pursuant to this
     Agreement or the Escrow Agreement.

(f)  Survival of Representations, Warranties, Covenants and Agreements.



<PAGE>


     (i)    The Seller's Representations,  Warranties, Covenants and Agreements.
            Except  for  the   representations  and  warranties  of  the  Seller
            contained  in  Sections  3.2(b),  3.9,  3.12,  3.13  and  3.18,  the
            representations  and  warranties  of the  Seller  shall not  survive
            Closing.  The representations and warranties of the Seller contained
            in  Sections  3.2(b),  3.9,  3.12,  3.13 and 3.18 shall  survive the
            execution and delivery of this  Agreement,  any examination by or on
            behalf of the parties hereto and the completion of the  transactions
            contemplated  herein,  for a period  ending  on  August 1, 2002 (the
            "Expiration  Date").  The covenants and agreements of the Seller set
            forth in this  Agreement  shall  survive  in  accordance  with their
            terms. All claims for  indemnification for breaches by the Seller of
            any representations,  warranties,  covenants and/or agreements under
            this  Agreement  must be asserted in a written  notice to the Seller
            prior  to the  Expiration  Date  and if any  such  claim is not made
            before the Expiration  Date, the Purchaser  acknowledges  and agrees
            that it shall not be  entitled to  indemnification  pursuant to this
            Section 8.1. So long as a Purchaser  Indemnitee  asserts a claim for
            indemnification   before  the   Expiration   Date,   such  Purchaser
            Indemnitee   shall  be  deemed  to  have  preserved  its  rights  to
            indemnification pursuant to this Section 8.1 regardless of when such
            claim is ultimately liquidated.

     (ii)   Purchaser's Representations,  Warranties,  Covenants and Agreements.
            The  representations  and  warranties of the Purchaser  contained in
            this  Agreement  shall  not  survive  Closing.   The  covenants  and
            agreements  of the  Purchaser  set  forth  in this  Agreement  shall
            survive in accordance with their terms.

(g)  Indemnification  Adjustment.  The amount of any Losses  shall be reduced by
     any amount received by an Indemnified Party under any insurance coverage or
     from any other party alleged to be responsible therefor (net of any cost of
     recovery),  and such  Indemnified  Party shall either (i) use  commercially
     reasonable  efforts to collect any amounts  available  under such insurance
     coverage or from such other party  alleged to have  responsibility  or (ii)
     assign to the  Indemnifying  Party  responsible for reimbursing such Losses
     all of its rights to collect under any insurance coverage or from any other
     party alleged to be  responsible  therefor,  provided,  however,  that such
     Indemnifying  Party  shall  be  under  no  obligation  to  accept  any such
     assignment,  if  such  collection  rights  are  non-assignable  or if  such
     Indemnifying Party reasonably determines that the assignment of such rights
     would materially decrease the amount of funds (net of any cost of recovery)
     that such  Indemnifying  Party  would  otherwise  be  entitled  to  receive
     pursuant  to  this  Section  8.1(g)  with  respect  to such  Losses.  If an
     Indemnified Party receives an amount under insurance  coverage or from such
     other  party  with  respect  to  Losses  at  any  time  subsequent  to  any
     indemnification  provided by this Section 8.1, then such Indemnified  Party
     shall promptly reimburse the Indemnifying Party for any payment made to the
     Indemnified Party by such Indemnifying  Party (net of any cost of recovery)
     in  connection  with  providing  such  indemnification  up to  such  amount
     received by the Indemnified Party. In addition,  no Indemnified Party shall
     be entitled to any duplication of  reimbursement  or  indemnification  with
     respect  to  any  Losses  which  constitute  a  breach  of  more  than  one
     representation, warranty, covenant or agreement contained herein.



<PAGE>


Section  8.2  Transfer  Taxes;  Section  338  Election.  (a) The Seller and the
Purchaser will use reasonable  efforts and cooperate in good faith to exempt the
sale,  conveyance,  assignments,  transfers  and  deliveries  to be  made to the
Purchaser  hereunder from any sales, use, transfer,  documentary,  registration,
recording and other similar Taxes  (collectively,  "Transfer  Taxes") payable in
connection with such sale, conveyance, assignments, transfers and deliveries, to
the extent provided by Section 1146(c) of the Bankruptcy Code. In the event that
any  Transfer  Taxes are  assessed  or are  required  to be paid to  secure  the
admissibility  for any legal purpose of an instrument with respect to such sale,
conveyance,  assignments,  transfers or deliveries, such Transfer Taxes shall be
paid one half by the Purchaser and one half by the Seller.

(b)  The  Purchaser  may make the  election  provided in Section 338 of the Code
     with respect to its purchase of the equity  interests in one or more of the
     Transferred Subs.

Section 8.3  Notices.  All notices,  claims,  demands,  and other communications
hereunder shall be in writing and shall be deemed given upon (a) confirmation of
receipt  of a  facsimile  transmission,  (b)  confirmed  delivery  by a standard
overnight  carrier or when  delivered by hand, or (c) the expiration of five (5)
business days after the day when mailed by registered or certified mail (postage
prepaid,  return receipt requested),  addressed to the respective parties at the
following  addresses (or such other address for a party as shall be specified by
like notice):

(a)  If to the Purchaser, to

                                    SunGard Recovery Services
                                    1285 Drummers Lane
                                    Wayne PA, 19087
                                    Attention:  James Simmons, President

                                    with a copy to

                                    SunGard Data Systems Inc.
                                    1285 Drummers lane
                                    Wayne PA, 19087

                                    Attention:  Lawrence A. Gross
                                    Senior Vice President-Legal
                                    and General Counsel

                                    with a copy to

<PAGE>

                                    Blank, Rome, Comisky & McCauley LLP
                                    One Logan Square
                                    Philadelphia, PA  19103
                                    Telecopy:  (215) 569-5555
                                    Attention:  Samuel H. Becker, Esq.
                                                Fred Blume, Esq.

                                    and

(b)  If to the Seller, to

                                    Comdisco, Inc.
                                    6111 North River Road
                                    Rosemont, Illinois  60018
                                    Telecopy:  (847) 518-5088
                                    Attention:  Robert Lackey, Esq.
                                    Senior Vice President and Chief
                                    Legal Officer

                                    with a copy to

                                    Skadden, Arps, Slate, Meagher & Flom
                                    (Illinois)
                                    333 West Wacker Drive, Suite 2100
                                    Chicago, Illinois 60606
                                    Telecopy: (312) 407-0411
                                    Attention:  John Wm.  Butler, Jr., Esq.
                                                Charles W. Mulaney, Jr., Esq.

Section 8.4 Descriptive Headings.  The headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

Section  8.5  Entire  Agreement;  Assignment.  This  Agreement  (including  the
Exhibits,  Schedules and the other documents and instruments referred to herein)
(a) constitutes the entire  agreement and supersedes all other prior  agreements
and  understandings,  both  written and oral,  among the parties or any of them,
with respect to the subject matter hereof,  including,  without limitation,  any
transaction between or among the parties hereto and (b) shall not be assigned by
operation of law or otherwise, except as otherwise provided in Section 1.11.



<PAGE>


Section 8.6  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to the rules of
conflict  of laws of the  State  of  Illinois  or any  other  jurisdiction.  The
Purchaser and the Seller  irrevocably and  unconditionally  consent to submit to
the  jurisdiction of the Bankruptcy  Court for any litigation  arising out of or
relating to this Agreement and the transactions  contemplated  hereby (and agree
not to commence any litigation relating thereto except in the Bankruptcy Court).

Section 8.7  Expenses.  Whether or not the  transactions  contemplated  by this
Agreement are  consummated,  all costs and expenses  incurred in connection with
this Agreement and the  transactions  contemplated  thereby shall be paid by the
party incurring such expenses,  except as otherwise  provided by Section 5.2 and
Section 5.6.

Section  8.8   Amendment.  This  Agreement  may  not  be  amended  except  by an
instrument in writing signed on behalf of all the parties hereto.

Section 8.9  Waiver.  At any time prior to the Closing Date,  the parties hereto
may (a) extend the time for the  performance of any of the  obligations or other
acts  of  the  other  parties  hereto,   (b)  waive  any   inaccuracies  in  the
representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto,  and  (c)  waive  compliance  with  any of the  agreements  or
conditions  contained herein. Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party.

Section 8.10 Counterparts;  Effectiveness. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which shall  constitute one and the same agreement.  This Agreement shall become
effective when each party hereto shall have received counterparts thereof signed
by all the other parties hereto.

Section 8.11 Severability;  Validity;  Parties in Interest.  If any provision of
this Agreement or the application  thereof to any person or circumstance is held
invalid or unenforceable,  the remainder of this Agreement,  and the application
of such  provision  to other  persons or  circumstances,  shall not be  affected
thereby,  and to such end, the  provisions  of this  Agreement  are agreed to be
severable.  Nothing in this Agreement, express or implied, is intended to confer
upon any person not a party to this  Agreement  any  rights or  remedies  of any
nature whatsoever under or by reason of this Agreement.



<PAGE>


Section 8.12 Bulk Sales.  The Purchaser  hereby waives  compliance with any bulk
sales or other  similar laws in any  applicable  jurisdiction  in respect of the
transaction contemplated by this Agreement.

Section 8.13 Transfers  Not  Effected as of Closing.  Nothing  herein shall be
deemed to require the  conveyance,  assignment or transfer of any Acquired Asset
or Interest that by its terms or by operation of applicable law cannot be freely
conveyed,  assigned,  transferred  or assumed.  To the extent the parties hereto
have been  unable to obtain any  governmental  or any  third-party  consents  or
approvals  required under  applicable law for the transfer of any Acquired Asset
or  Interest,  and to the extent not  otherwise  prohibited  by the terms of the
Acquired  Asset or the  Interests,  the Seller or any of the Selling  Subs shall
continue to be bound by the terms of such applicable  Acquired Asset or Interest
and the Purchaser shall pay,  perform and discharge fully all of the obligations
of the Seller or any of the Selling Subs,  as  applicable,  thereunder  from and
after the Closing to the extent that the corresponding benefit is received.  The
Seller or any of the Selling Subs, as applicable,  shall, without  consideration
therefor, pay, assign and remit to the Purchaser promptly all monies, rights and
other consideration  received in respect of such performance.  The Seller or any
of the Selling  Subs,  as  applicable,  shall  exercise or exploit its rights in
respect of such Acquired Assets or Interests only as reasonably  directed by the
Purchaser and at the  Purchaser's  expense.  Subject to and in  accordance  with
Section 5.6 hereof,  for not more than 90 days  following the Closing Date,  the
parties  hereto  shall,  if  requested by the  Purchaser,  continue to use their
commercially  reasonable  efforts  to obtain  all such  unobtained  consents  or
approvals  required to be obtained by each of them as the  earliest  practicable
date.  If and when any such  consents or approvals  shall be obtained,  then the
Seller or any of the Selling  Subs, as  applicable,  shall  promptly  assign its
rights  and  obligations   thereunder  to  the  Purchaser   without  payment  of
consideration and the Purchaser shall,  without the payment of any consideration
therefor,  assume such rights and  obligations.  The parties  shall execute such
instruments as may be necessary to evidence such assignment and assumption.


                                   ARTICLE IX

                                   DEFINITIONS

     As used herein, the terms below shall have the following meanings:

     "Accountants" has the meaning set forth in Section 1.6(d).


<PAGE>


     "Accounts Receivable" has the meaning set forth in Section 1.1(b)(i).

     "Acquired Assets" has the meaning set forth in Section 1.1(b).

     "Acquired  Intellectual  Property"  has the  meaning  set forth in  Section
     1.1(b)(iv).

     "Acquisition" has the meaning set forth in the Recitals.

     "Action" means any claim,  charge,  action, suit,  arbitration,  mediation,
     inquiry,  proceeding or investigation by any private Person or Governmental
     Entity before any Governmental Entity or any arbitrator or mediator.

     "Affiliate"  of  a  Person  means  any  other  Person  that,   directly  or
     indirectly, through one or more intermediaries, controls, is controlled by,
     or is under common control with, the first mentioned Person.

     "Agreement" has the meaning set forth in the Preamble.

     "Ancillary  Agreements"  means  collectively  the Assignment and Assumption
     Agreement,  the Bill of Sale,  the  Transition  Services  Agreement and the
     Trademark License Agreement.

     "Assignment and Assumption  Agreement" has the meaning set forth in Section
     2.2(a)(v).

     "Assumed Liabilities" has the meaning set forth in Section 1.3.

     "Assumed SIP Guarantees" means the SIP Guarantees to the extent they relate
     to loans made to eight employees of the Seller who are primarily engaged in
     the operation of the Business and who become Transferred  Employees and one
     employee of a Transferred Sub if he remains employed at the Closing.  These
     individuals  will be identified to Purchaser by Seller at Closing,  and the
     outstanding  balance  of each such  loan as of  February  1, 2001 was:  (a)
     $1,349,760,  (b) $843,600,  (c) $337,440,  (d) $337,440,  (e) $843,600, (f)
     $421,800, (g) $421,800, (h) $337,400 and (i) $674,880.

     "Balance  Sheet" means the  unaudited  balance  sheet of the Business as of
     June 30, 2001.



<PAGE>


     "Bankruptcy Code" has the meaning set forth in the Recitals.

     "Bankruptcy Court" has the meaning set forth in the Recitals.

     "Bidding Procedures" means the bidding procedures in the Chapter 11 Case in
     the form attached as Exhibit H.

     "Bill of Sale" has the meaning set forth in Section 2.2(a)(ii).

     "Business" has the meaning set forth in the Recitals.

     "Business Employee" has the meaning set forth in Section 5.8(d).

     "Business Subs" means the Transferred Subs and the Selling Subs.

     "Cash Purchase Price" has the meaning set forth in Section 1.5.

     "Chapter 11 Case" has the meaning set forth in the Recitals.

     "Chapter 11 Expenses" means the costs incurred and expenses paid or payable
     by  the  Seller  or  any  of  its   subsidiaries  in  connection  with  the
     administration of the Chapter 11 Case, including,  without limitation,  (a)
     fees  and  expenses  related  to  the  Financing,  (b)  obligations  to pay
     professionals'  fees and  expenses in  connection  with the Chapter 11 Case
     (including, without limitation, fees of attorneys, accountants,  investment
     bankers,  financial advisors, and consultants retained by the Seller or any
     of its subsidiaries,  the creditors' committee or the pre-petition lenders,
     and any compensation  for making a substantial  contribution in the Chapter
     11 Case) and reimbursement of any expenses incurred by the Seller or any of
     its  subsidiaries  prior  to  the  Closing  Date  in  connection  therewith
     (including,  without limitation, any obligations to pay any holdback of any
     such fees and expenses), (c) fees and expenses payable to the United States
     trustee under Section 1930 of title 28, United States Code and (d) expenses
     of members of the creditors' committee.

     "Closing" has the meaning set forth in Section 2.1.

     "Closing Date" has the meaning set forth in Section 2.1.

     "Code"  means  the  Internal  Revenue  Code of  1986,  as  amended, or any
     successor statute thereof.



<PAGE>


     "Collective  Bargaining  Agreement"  means any agreement,  works council or
     arrangement  between, or applying to, one or more employees (whether or not
     Affiliates) and a union,  group of employees or an employee  representative
     body,  for  collective  bargaining  or other  negotiating  or  consultation
     purpose.

     "Customer Contracts" has the meaning set forth in Section 1.1(b)(ii)(A).

     "Databases" means records, data files, input materials,  reports, forms and
     other  data  received,  computed,  developed,  used  and/or  stored and all
     database management system software used in connection therewith.

     "Effective Date" has the meaning set forth in the Preamble.

     "Execution Date" has the meaning set forth in the Preamble.

     "Environmental Laws" has the meaning set forth in Section 3.18(e)(i).

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974, as
     amended.

     "Escrow Account" has the meaning set forth in Section 1.8.

     "Escrow Agent" has the meaning set forth in Section 1.8.

     "Escrow Agreement" has the meaning set forth in Section 1.8.

     "Escrow Amount" has the meaning set forth in Section 1.5.

     "Estimated  Cash  Purchase  Price"  has the  meaning  set forth in  Section
     1.5(b).

     "Excluded Assets" has the meaning set forth in Section 1.2.

     "Excluded Contracts" has the meaning set forth in Section 1.2(d).

     "Excluded Facilities" has the meaning set forth in Section 1.1(b)(ii)(B).

     "Excluded Liabilities" has the meaning set forth in Section 1.4.


<PAGE>


     "Excluded Subs" has the meaning set forth in Section 1.2(o).

     "Final  Order"  means an order of the  Bankruptcy  Court or other  court of
     competent jurisdiction: (a) as to which no appeal, notice of appeal, motion
     to amend or make  additional  findings  of fact,  motion  to alter or amend
     judgment,  motion for  rehearing  or motion  for new trial has been  timely
     filed  or,  if any of the  foregoing  has been  timely  filed,  it has been
     disposed of in a manner that  upholds and affirms the subject  order in all
     respects  without the possibility for further appeal or rehearing  thereon;
     (b) as to which the time for  instituting  or filing an appeal,  motion for
     rehearing or motion for new trial shall have  expired;  and (c) as to which
     no stay is in effect;  provided,  however, that the filing or pendency of a
     motion under Federal Rule of Bankruptcy  Procedure  9024(b) shall not cause
     an order not to be deemed a "Final Order" unless such motion shall be filed
     within  10 days of the  entry  of the  order at  issue.  In the case of the
     Section  363/365  Order, a Final Order shall also consist of an order as to
     which an  appeal,  notice of  appeal,  motion  to amend or make  additional
     findings a fact,  motion alter or amend  judgment,  motion for rehearing or
     motion for new trial has been filed, but as to which the Purchaser,  in its
     sole and absolute discretion, elects to proceed with Closing.

     "Financial Statements" has the meaning set forth in Section 3.5.

     "Financing"  means the  financing  provided  pursuant to any  post-petition
     credit  agreement  entered  into  among  the  Seller  and  certain  of  its
     subsidiaries  (but not  including  any  Transferred  Subs) and the  lenders
     signatory thereto, including any extension, renewal, refinancing, refunding
     or  replacement   (or  successive   extensions,   renewals,   refinancings,
     refundings or replacements) thereof.

     "GAAP" has the meaning set forth in Section 3.5.

     "Governmental Entity" means any federal, state,  provincial,  local, county
     or   municipal   government,    governmental,   judicial,   regulatory   or
     administrative  agency,  commission,  board,  bureau or other  authority or
     instrumentality, domestic or foreign.

     "HSR Act" has the meaning set forth in Section 3.4.



<PAGE>


     "Intellectual  Property" means all U.S. and other letters patent,  patents,
     patent  applications,  Software  and  know-how,  trade  names,  trademarks,
     copyrights,   service  marks,  trademark  registrations  and  applications,
     service  mark  registrations  and  applications   together  with  goodwill,
     copyright   registrations  and  applications,   trade  secrets,   licenses,
     registered and unregistered designs, drawings, blueprints,  specifications,
     technology, databases, confidential information, all other rights in and to
     or  interests  in the same,  web sites and the  content  thereon,  internet
     domain names, slogans, trade dress,  inventions,  methods and processes and
     all goodwill associated with the foregoing.

     "Interests" has the meaning set forth in the Recitals.

     "IP License Agreements" has the meaning set forth in Section 3.19(c).

     "Leases" has the meaning set forth in Section 3.16(h)(v).

     "Material  Adverse Effect" means any event,  condition or matter in respect
     of the  operation  of the  Business,  the  Transferred  Subs,  the Acquired
     Assets, the Interests and the Assumed Liabilities that,  individually or in
     the  aggregate,  results in or could  reasonably be expected to result in a
     material adverse effect on the business, assets,  properties,  liabilities,
     financial  condition  or  operations  of the  Business,  taken  as a whole;
     provided,  that,  any  event,  condition  or matter  that (i) is  generally
     applicable to (A) the industries and markets in which the Business operates
     or (B) the  United  States  and  global  economies  that  does  not  have a
     disproportionate effect on the Business or (ii) relates to foreign currency
     exchange  rate  fluctuations,  shall  in each  case be  excluded  from  the
     determination  of Material  Adverse  Effect;  provided,  further,  that any
     event, condition or matter resulting from the mere filing of the Chapter 11
     Case and the announcement of the Chapter 11 Case and the other transactions
     contemplated   by  this   Agreement   shall  also  be  excluded   from  the
     determination of Material Adverse Effect.

     "Mismatched Employees" has the meaning set forth in Section 5.8(a).

     "Mismatched Employer" has the meaning set forth in Section 3.21(a).

     "Mutual Release" has the meaning set forth in Section 5.9.

     "Owned Real Property" has the meaning set forth in Section 1.1(b)(vi)(A).

     "Permitted  Exceptions"  means,  with  respect  to any  Person,  any of the
     following liens:



<PAGE>


          (a)  liens on property  of the  Transferred  Subs with  respect to the
               payment  of Taxes,  assessments  or  governmental  charges in all
               cases which are not yet due or which are being  contested in good
               faith  by  appropriate  proceedings  and  with  respect  to which
               adequate  reserves  or other  appropriate  provisions  are  being
               maintained to the extent required by GAAP;

          (b)  liens on property of the Transferred Subs of landlords arising by
               statute and liens of suppliers, mechanics, carriers, materialmen,
               warehousemen  or  workmen  and  other  liens on  property  of the
               Transferred Subs imposed by law created in the ordinary course of
               business for amounts not yet due or which are being  contested in
               good faith by appropriate  proceedings  and with respect to which
               adequate  reserves  or other  appropriate  provisions  are  being
               maintained to the extent required by GAAP;

          (c)  deposits made in the ordinary  course in connection with worker's
               compensation,  unemployment  insurance  or other  types of social
               security benefits or to secure the performance of bids,  tenders,
               sales, contracts (other than for the repayment of borrowed money)
               and surety, appeal, customs or performance bonds;

          (d)  encumbrances arising by reason of zoning restrictions  easements,
               licenses,   reservations,   covenants,   rights-of-way,   utility
               easements,  building  restrictions and other similar encumbrances
               of record (other than monetary  encumbrances)  on the use of Real
               Property or any other  matters of record which do not  materially
               detract from the value of such Real  Property or  interfere  with
               the ordinary conduct of the business conducted and proposed to be
               conducted at such Real Property;

          (e)  encumbrances  arising  under leases or subleases of Real Property
               which do not in the aggregate  materially  detract from the value
               of such Real Property or interfere  with the ordinary  conduct of
               the business  conducted and proposed to be conducted at such Real
               Property; and

          (f)  financing  statements  evidencing  a  lessor's  rights  in and to
               Tangible  Personal Property leased to such Person in the ordinary
               course of such  Person's  business of a  consignor's  interest in
               good consigned to such Person in the ordinary course of business.

     "Permits" has the meaning set forth in Section 3.7(b).



<PAGE>


     "Person"  means  an  individual,  corporation,   partnership,  association,
     limited   liability   company,   trust,   joint   venture,   unincorporated
     organization,  other entity or group (as defined in Section 13(d)(3) of the
     Securities Exchange Act of 1934, as amended).

     "Petitions" has the meaning set forth in the Recitals.

     "Petition  Date" means the date on which the  Petitions  are filed with the
     Bankruptcy Court.

     "Property Leases" has the meaning set forth in Section 1.1(b)(vi)(B).

     "Purchaser" has the meaning set forth in the Preamble.

     "Purchaser Plans" has the meaning set forth in Section 5.8(d).

     "Qualified Bid" has the meaning set forth in the Bidding Procedures.

     "Qualified Bidder" has the meaning set forth in the Bidding Procedures.

     "Real Property" has the meaning set forth in Section 3.16.

     "Required Creditor Notice" has the meaning set forth in Section 5.1(b).

     "Retention Order" has the meaning set forth in Section 5.8(g).

     "Sale Hearing" means the hearing scheduled and held by the Bankruptcy Court
     on the approval of the sale of the Acquired Assets under the Agreement.

     "Section  363/365  Motion"  means  the  motion  filed by the  Seller in the
     Chapter 11 Case seeking entry of the Section 363/365 Order.



<PAGE>


     "Section  363/365  Order"  means  an  order  of the  Bankruptcy  Court,  in
     substantially  the form attached hereto as Exhibit E, approving the sale of
     the Acquired Assets and  assumption/assignment  of the executory  contracts
     and unexpired leases and Assumed  Liabilities under this Agreement pursuant
     to Sections  105,  363 and 365 of the  Bankruptcy  Code,  that has not been
     reversed, stayed, modified or amended in any material respects prior to the
     Closing Date.

     "Seller" has the meaning set forth in the Preamble.

     "Seller Disclosure  Schedule" has the meaning set forth in the introductory
     paragraph to Article III.

     "Seller Plans" has the meaning set forth in the Section 3.22(a).

     "Selling  Sub"  means any of (i) CDS  Foreign  Holdings,  Inc.,  a Delaware
     corporation,  (ii) Comdisco Ireland Limited,  a company organized under the
     laws of Ireland,  (iii) Comdisco Holdings (U.K.) Limited, a private limited
     company  organized  under the laws of the  United  Kingdom,  (iv)  Comdisco
     United Kingdom Limited,  a private limited company organized under the laws
     of the United  Kingdom,  (v) Comdisco Asia Pte., a private  limited company
     organized under the laws of Singapore,  and (vi) Comdisco Canada Limited, a
     corporation  organized  under the laws of  Ontario  and  collectively,  the
     "Selling Subs."

     "SIP Guarantees" means all of the liabilities and obligations of the Seller
     under the Facility and Guaranty  Agreement among Comdisco,  Inc., The First
     National Bank of Chicago,  as Agent,  and the Financial  Institution  Party
     hereto, dated as of February 2, 1998.

     "Software"  means  all  computer  software,  all  physical  representations
     thereof  (whether or not such  software  is complete or has been  released)
     including  source and  object  code,  all  corrections,  modifications  and
     enhancements  to such software  which are being  developed by the Seller or
     any Selling  Sub,  all options or programs  marketed  with or as part of or
     adjustment to such software,  all present and predecessor  versions of such
     software  (whether or not actually  marketed) and related source and object
     code,  and  all  specifications  and  documents  necessary  for the use and
     maintenance  of such  software,  including,  but not  limited  to, all user
     guides installation guides,  narrative  descriptions,  file layouts,  logic
     flow diagrams,  source and local  modules,  output  reports,  test or other
     data, test programs and other necessary  information that is owned, used or
     held in connection  with the software  including,  without  limitation  all
     copies of all of the foregoing.



<PAGE>


     "Tangible Personal Property" means equipment,  machinery,  computers,  data
     storage  devices,  furniture,   furnishings,   fixtures,  office  supplies,
     vehicles,  spare  parts  and all  other  tangible  personal  property  used
     primarily in the operation of the Business.

     "Tax Return" has the meaning set forth in Section 3.13(l).

     "Taxes" has the meaning set forth in Section 3.13(l).

     "Taxing Authority" has the meaning set forth in Section 3.13(l).

     "Title Company" has the meaning set forth in Section 1.9.

     "Title Policy" has the meaning set forth in Section 1.9.

     "Trademark License Agreement" has the meaning set forth in Section 1.10.

     "Transfer Taxes" has the meaning set forth in Section 8.2.

     "Transferred Employees" has the meaning set forth in the Section 5.8.

     "Transferred Sub" has the meaning set forth in the Recitals.

     "Transferred Sub Employee" has the meaning set forth in Section 5.8(b).

     "Transferred  Subrogation  Rights"  has the  meaning  set forth in  Section
     1.1(b)(xvii).

     "Transition  Services  Agreement"  has the  meaning  set  forth in  Section
     2.2(a)(vii).

     "TSA  Losses"  has  the  meaning  set  forth  in  the  Transition  Services
     Agreement.

     "Unadjusted Cash Purchase Price" has the meaning set forth in Section 1.5.

     "Vendor Agreements" has the meaning set forth in Section 1.1(b)(ii)(B).



<PAGE>


     "WARN Act" means the Worker  Adjustment and Retraining  Notification Act of
     1988.

     "Working Capital" has the meaning set forth in Section 1.6(b).

     "Working  Capital   Deficiency"  has  the  meaning  set  forth  in  Section
     1.6(a)(i).

     "Working Capital Statement" has the meaning set forth in Section 1.6(b).

     "Working Capital Surplus" has the meaning set forth in Section 1.6(a)(ii).


<PAGE>



IN WITNESS  WHEREOF,  the Seller and the Purchaser have caused this Agreement to
be executed on their behalf as of the Execution Date by their officers thereunto
duly authorized.


                                    COMDISCO, INC.



                                    By:  /s/  Michael A. Fazio
                                       ------------------------------
                                       Name:    Michael A. Fazio
                                       Title:   President and Chief
                                                Operating Officer


                                    SUNGARD DATA SYSTEMS INC.



                                    By:  /s/  Richard C. Tarbox
                                       -------------------------------
                                       Name:    Richard C. Tarbox
                                       Title:   Senior Vice President-
                                                Corporate Development




<PAGE>














                              ACQUISITION AGREEMENT


                                 by and between


                                 COMDISCO, INC.,

                                   as Seller,

                                       and

                            SUNGARD DATA SYSTEMS INC.

                                  as Purchaser






                       Dated effective as of July 15, 2001











<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                                     <C>


ARTICLE IPURCHASE AND SALE OF ASSETS......................................................................................2
         Section 1.1   Acquired Assets....................................................................................2
         Section 1.2   Excluded Assets....................................................................................6
         Section 1.3   Assumed Liabilities................................................................................8
         Section 1.4   Excluded Liabilities...............................................................................8
         Section 1.5   Purchase Price.....................................................................................9
         Section 1.6   Purchase Price Adjustment.........................................................................11
         Section 1.7   Allocation of Purchase Price for Tax Purposes.....................................................13
         Section 1.8   Escrow Agreement..................................................................................13
         Section 1.9   Title Insurance; Title Matters....................................................................14
         Section 1.10   Trademarks and Tradenames........................................................................14
         Section 1.11   Assignment of the Purchaser's Rights.............................................................14
         Section 1.12   Transition Services..............................................................................15
         Section 1.13   King of Prussia Facility.........................................................................15

ARTICLE IITHE CLOSING....................................................................................................15
         Section 2.1   Closing...........................................................................................15
         Section 2.2   Deliveries at Closing.............................................................................15

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE SELLER..................................................................18
         Section 3.1   Organization......................................................................................18
         Section 3.2   Capitalization of Business Subs...................................................................18
         Section 3.3   Authority Relative to this Agreement..............................................................19
         Section 3.4   Consents and Approvals............................................................................19
         Section 3.5   Financial Statements..............................................................................20
         Section 3.6   No Violations.....................................................................................20
         Section 3.7   No Default; Compliance with Applicable Laws; Permits. ............................................21
         Section 3.8   Books and Records.................................................................................21
         Section 3.9   Title to Property.................................................................................22
         Section 3.10   Ability to Conduct Business......................................................................22
         Section 3.11   Conduct of Business..............................................................................22
         Section 3.12   No Undisclosed Liabilities.......................................................................22
         Section 3.13   Taxes............................................................................................23
         Section 3.14   Property Leases..................................................................................25
         Section 3.15   Owned Real Property..............................................................................25
         Section 3.16   Real Property....................................................................................26
         Section 3.17   Litigation.......................................................................................28
         Section 3.18   Environmental Compliance.........................................................................28
         Section 3.19   Intellectual Property............................................................................30
         Section 3.20   Contracts........................................................................................33
         Section 3.21   Employment and Labor Matters.....................................................................33
         Section 3.22   Employee Benefits................................................................................36
         Section 3.23   Brokers..........................................................................................38
         Section 3.24   Accuracy.........................................................................................38

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE PURCHASER................................................................39
         Section 4.1   Organization......................................................................................39
         Section 4.2   Authority Relative to this Agreement..............................................................39
         Section 4.3   Consents and Approvals............................................................................39
         Section 4.4   No Violations.....................................................................................40
         Section 4.5   Brokers...........................................................................................40
         Section 4.6   Financing.........................................................................................40

ARTICLE VCOVENANTS.......................................................................................................41
         Section 5.1   Bankruptcy Actions................................................................................41
         Section 5.2   [Intentionally left blank.].......................................................................42
         Section 5.3   Compliance With Bidding Procedures Process; Maintenance of Confidentiality........................42
         Section 5.4   Conduct of Business by the Seller Pending the Closing.............................................42
         Section 5.5   Access and Information............................................................................45
         Section 5.6   Approvals and Consents; Cooperation; Notification.................................................46
         Section 5.7   Additional Matters................................................................................47
         Section 5.8   Employment of Business Employees..................................................................47
         Section 5.9   Termination of Consent Decree.....................................................................50
         Section 5.10   Books and Records................................................................................51
         Section 5.11   Termination of Intercompany Agreements...........................................................51
         Section 5.12   Nominal Shareholders of Comdisco France..........................................................51
         Section 5.13   Capital Expenditures.............................................................................51
         Section 5.14   Release of Guarantees............................................................................52
         Section 5.15   Maintenance of Properties........................................................................52
         Section 5.16   Joinder of Selling Subs..........................................................................52
         Section 5.17   Insurance........................................................................................52
         Section 5.18   Web Hosting Reduction in Force...................................................................52
         Section 5.19   Real Estate Credits and Prorations...............................................................53
         Section 5.20   Lease of Rosemont Facility.......................................................................53
         Section 5.21   Confidentiality..................................................................................53

ARTICLE VICONDITIONS PRECEDENT...........................................................................................54
         Section 6.1   Conditions Precedent to Obligation of the Seller and the Purchaser................................54
         Section 6.2   Conditions Precedent to Obligation of the Seller..................................................56
         Section 6.3   Conditions Precedent to Obligation of the Purchaser...............................................56

ARTICLE VIITERMINATION, AMENDMENT, AND WAIVER............................................................................57
         Section 7.1   Termination by Mutual Consent.....................................................................57
         Section 7.2   Termination by Either the Purchaser or the Seller.................................................57
         Section 7.3   Termination by the Purchaser......................................................................57
         Section 7.4   Effect of Termination and Abandonment.............................................................58

ARTICLE VIIIGENERAL PROVISIONS...........................................................................................58
         Section 8.1   Indemnification...................................................................................58
         Section 8.2   Transfer Taxes; Section 338 Election..............................................................65
         Section 8.3   Notices...........................................................................................65
         Section 8.4   Descriptive Headings..............................................................................67
         Section 8.5   Entire Agreement; Assignment......................................................................67
         Section 8.6   Governing Law.....................................................................................67
         Section 8.7   Expenses..........................................................................................67
         Section 8.8   Amendment.........................................................................................67
         Section 8.9   Waiver............................................................................................67
         Section 8.10   Counterparts; Effectiveness......................................................................67
         Section 8.11   Severability; Validity; Parties in Interest......................................................68
         Section 8.12   Bulk Sales.......................................................................................68
         Section 8.13   Transfers Not Effected as of Closing.............................................................68

ARTICLE IXDEFINITIONS....................................................................................................69

</TABLE>


<PAGE>







TABLE OF SCHEDULES

Schedule A                      Transferred Subs
Schedule B                      Business Subs
Schedule 1.1(b)(ii)(A)          Customer Contracts
Schedule 1.1(b)(ii)(B)          Vendor and Service Contracts
Schedule 1.1(b)(ii)(D)          Other Contracts
Schedule 1.1(b)(iii)            Tangible Personal Property
Schedule 1.1(b)(iv)             Acquired Intellectual Property
Schedule 1.1(b)(vi)(A)          Owned Real Property
Schedule 1.1(b)(vi)(B)          Property Leases
Schedule 1.1(b)(vii)            Permits
Schedule 1.1(b)(viii)           Other Equity Interests
Schedule 1.1(b)(ix)             Bank Accounts and Lockbox Arrangements
Schedule 1.1(b)(x)              Prepaid Items
Schedule 1.1(b)(xvi)            Other Acquired Assets
Schedule 1.2(d)                 Excluded Contracts
Schedule 1.2(i)                 Other Excluded Assets
Schedule 1.2(l)                 Excluded Corporate Services and Assets
Schedule 1.3                    Assumed Liabilities
Schedule 1.3(ii)                Property Lease Guarantees or Letters of Credit
Schedule 5.10                   Intercompany Agreements
Schedule 5.12                   Capital Expenditure Plan





TABLE OF EXHIBITS

Exhibit A                       Form of Bill of Sale
Exhibit B                       Form of Assignment and Assumption Agreement
Exhibit C                       Form of Transition Services Agreement
Exhibit D                       [Intentionally omitted.]
Exhibit E                       Form of Section 363/365 Order
Exhibit F                       Form of Trademark License Agreement
Exhibit G                       Form of Escrow Agreement
Exhibit H                       Bidding Procedures
Exhibit I                       Form of Joinder


<PAGE>

EXHIBIT 99.2

      SunGard Completes Acquisition of Comdisco Business Continuity Assets;
        Combined Business Enhances Client Services and Product Offerings

Business Editors/Hi-Tech Writers

WAYNE,  Pa.  and  ROSEMONT,   Ill.--(BUSINESS  WIRE)--Nov.  15,  2001--  SunGard
(NYSE:SDS),  a global  leader in integrated  IT solutions  and  eProcessing  for
financial services, and Comdisco,  Inc. (NYSE:CDO) announced today completion of
the sale of Comdisco's Availability Solutions business to SunGard.

Earlier  today,  the U.S.  Circuit Court of Appeals for the District of Columbia
denied the motion by the U.S.  Department of Justice to delay closing  pending a
possible  appeal  of  yesterday's  ruling  by the U.S.  District  Court  for the
District  of  Columbia.  The  District  Court  ruled in  SunGard's  favor in the
antitrust  suit  brought  by  the  Justice   Department  seeking  to  block  the
transaction.

The total  purchase  price was $825  million  in cash,  plus  approximately  $25
million  paid for  working  capital  received in excess of  agreed-upon  levels.
SunGard  did not  assume  any  Comdisco  bank or public  debt,  but  funded  the
transaction in part with $450 million of new bank debt.

Included in the transaction  are Comdisco's  U.S.-based  Availability  Solutions
unit, as well as its professional  services  organization,  Web-hosting business
and related operations in the United Kingdom and France.

James L. Mann,  chairman  and chief  executive  officer of  SunGard,  commented,
"SunGard's  acquisition  of Comdisco's  business  continuity  assets ensures the
presence of a financially solid,  hardware-neutral  vendor,  focused on the best
interests of all customers.  Importantly,  customers will benefit from a greater
geographic  presence  with more  facilities,  platforms,  network  capacity  and
technical personnel, with increased operating efficiencies."

"Comdisco and SunGard both have extremely capable staffs that will work together
to support our  combined  customer  base.  We have always been  impressed by the
dedication of Comdisco's  availability solutions personnel,  and we welcome them
to our company," Mr. Mann added.

Norm Blake, chairman and chief executive officer of Comdisco, said, "We are very
pleased to be able to complete this transaction  with SunGard,  which is clearly
in the best interests of all the Comdisco stakeholders. The transaction not only
brings the highest and best value for the business, but will assure the delivery
of the  highest  level of service to our  customers,  while  creating  excellent
opportunities for our employees.  We are actively at work with SunGard to ensure
a seamless transition."

SunGard will provide  additional  information  regarding this acquisition  early
next week. At that time,  SunGard will also conduct a Web cast, details of which
will be issued closer to the event.

About SunGard Business Continuity and Internet Services

SunGard  Business  Continuity  and Internet  Services is an  operating  group of
SunGard  that offers its clients a complete  range of  enterprise  IT services -
planning,  building,  protecting  and  managing  corporate  IT  assets.  SunGard
Recovery   Services   provides   business    continuity    services    including
high-availability   infrastructure/electronic  vaulting  services,  hot-and-cold
sites,  recovery  network  services and work group recovery.  SunGard  eSourcing
specializes  in  complex  managed  hosting  services,  comprehensive  system and
network management services, high-performance Internet access and high-bandwidth
networking.  SunGard Planning Solutions provides business continuity  consulting
services,  technical  consulting  services,  and client  server and  web-enabled
business continuity planning software.

About SunGard

SunGard (NYSE:SDS) is a global leader in integrated IT solutions and eProcessing
for financial  services.  SunGard is also the pioneer and a leading  provider of
high-availability  infrastructure for business continuity.  With annual revenues
in excess of $1 billion,  SunGard  serves  more than  20,000  clients in over 50
countries,   including  47  of  the  world's  50  largest   financial   services
institutions. Visit SunGard at www.sungard.com.

"Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995

Statements about the Company's  outlook for 2001,  statements about the expected
effects on SunGard of the acquisition of Comdisco's  business  continuity assets
and all  other  statements  in this  release  other  than  historical  facts are
forward-looking  statements that are subject to risks and uncertainties that may
change at any time and differ from actual  results.  Forward-looking  statements
include  information  about  possible  or assumed  future  financial  results of
SunGard and usually  contain  words such as  "believes,"  "intends,"  "expects,"
"anticipates,"   or   similar   expressions.   SunGard   derives   most  of  its
forward-looking  statements from its operating budgets and forecasts,  which are
based  upon  many  detailed   assumptions.   While  SunGard  believes  that  its
assumptions are reasonable,  it cautions that there are inherent difficulties in
predicting  certain  important  factors,  such as the  timing and  magnitude  of
software  sales,  the  ramifications  of the events of September  11, 2001,  the
effect of general  economic and market  issues on software  and services  buying
decisions,  the timing and scope of technological  advances, the integration and
performance  of  acquired  businesses,   including  the  availability  solutions
business of Comdisco,  the  prospects  for future  acquisitions,  the ability to
attract and retain key  personnel,  and the overall  condition of the  financial
services  industry.  The factors set forth in this  paragraph  and other factors
which may affect SunGard or its ability to complete acquisitions and realize the
expected  benefits of  acquisitions,  as and when  applicable,  are discussed in
SunGard's  filings with the  Securities and Exchange  Commission,  including its
most recent  Form 10-K,  a copy of which may be obtained  from  SunGard  without
charge.



CONTACT: SunGard
         Madeline Hopkins, 610/341-4357
            or
         Michael J. Ruane, 610/341-8709
             or
         Comdisco
         Mary Moster, 847/518-5147
[{"type": "8-K", "sequence": "1", "filename": "kacquisition.txt", "description": "AVAILABLITY SOLUTIONS SALE TO SUNGARD", "secsgml_size_bytes": 233773}]
{"company-data": {"conformed-name": "COMDISCO INC", "cik": "0000722487", "assigned-sic": "7377", "irs-number": "362687938", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07725", "film-number": "1804521"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NOTH RIVER ROAD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
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

                        Date of Report: November 15, 2001
                       (date of earliest event reported)

                                 COMDISCO, INC.
                             (Debtor-In-Possession)
                           DELAWARE 1-7725 36-2687938
                 6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
                                 (847) 698-3000

                                       -1-
Item 2.  Acquisition or Disposition of Assets.

On November 15, 2001,  Comdisco,  Inc. (the "Company") completed the sale of its
Availability  Solutions business (the "Business") to SunGard Data Systems Inc.
("SunGard")  for $ 825 million in cash, plus  approximately  $25 million in cash
for estimated  working  capital  received in excess of agreed-upon  levels.  The
terms of the sale were arrived at pursuant to the auction process  authorized by
the United States Bankruptcy Court for the Northern District of Illinois.

The sale includes the purchase of assets of the U.S.  operations of the Business
and the stock of its subsidiaries in the United Kingdom,  France and Canada. The
sale excludes the purchase of the stock of subsidiaries in Germany and Spain, as
well  as  other  identified  assets,  including  Network  Services  and  IT  CAP
Solutions.

A copy of the  acquisition  agreement  is attached  hereto as Exhibit  99.1.  On
November 15, 2001,  Comdisco and SunGard issued a joint press release related to
the completion of the sale, a copy of which is attached hereto as Exhibit 99.2.
Item 7.  Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired

         Not applicable.

     (b) Pro Forma Financial Information

         It is impracticable for the Company to provide the required pro forma
         financial information at the time this report is being filed. Pro forma
         financial information required pursuant to this Item 7(b) will be filed
         by amendment to this report as soon as practicable and no later than 60
         days from the filing of this report.

     (c) Exhibits

         Exhibit No.    Description

         99.1   Acquisition Agreement, dated effective as of July 15, 2001
                and  executed   as  of October 12, 2001, by  and  between
                Comdisco, Inc. and SunGard Data Systems Inc.

         99.2   Joint press  release of   SunGard  Data  Systems Inc. and
                Comdisco, Inc., dated November 15, 2001

                                      -2-
SIGNATURES

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

                                    COMDISCO, INC.

                                    By:     /s/ Ronald C. Mishler
                                            ------------------------------------
                                            Name:    Ronald C. Mishler
                                            Title:   Chief Financial Officer

Dated:   November 30, 2001

                                      -3-
EXHIBIT INDEX

         99.1   Acquisition Agreement, dated effective as of July 15, 2001
                and  executed   as  of October 12, 2001, by  and  between
                Comdisco, Inc. and SunGard Data Systems Inc.

         99.2   Joint press  release of   SunGard  Data  Systems Inc. and
                Comdisco, Inc., dated November 15, 2001

                                      -4-
Exhibit 99.1

                              ACQUISITION AGREEMENT

     THIS ACQUISITION  AGREEMENT (the  "Agreement"),  dated effective as of July
15,  2001 (the  "Effective  Date")  and  executed  as of October  12,  2001 (the
"Execution Date"), is made by and between Comdisco, Inc., a Delaware corporation
(the  "Seller"),  and SunGard Data Systems  Inc.,  a Delaware  corporation  (the
"Purchaser"). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in Article IX.

     WHEREAS,  the Seller is engaged (either directly or indirectly  through one
or more wholly-owned direct or indirect subsidiaries) in, among other businesses
not subject to this  Agreement,  the  business  of  providing  availability  and
continuity  solutions,  including  continuity and disaster recovery services for
information technology and data, software products,  related consulting services
and managed web hosting  services in the United States,  Canada,  France and the
United  Kingdom and elsewhere  pursuant to strategic  alliances  (excluding  the
business conducted by the Excluded Subs, the "Business");

     WHEREAS,  the  Seller,  along  with  certain of its  Affiliates,  has filed
voluntary petitions (the "Petitions") for relief commencing cases (collectively,
the  "Chapter 11 Case") under  Chapter 11 of Title 11 of the United  States Code
(the "Bankruptcy  Code") in the United States  Bankruptcy Court for the Northern
District of Illinois (the "Bankruptcy Court");

     WHEREAS,  the  Purchaser  desires to  purchase  and  acquire and the Seller
desires to sell,  convey,  assign and transfer,  or cause to be sold,  conveyed,
assigned  and  transferred,  to the  Purchaser,  the  Acquired  Assets  and  the
Purchaser is willing to assume, and the Seller desires to assign and delegate to
the  Purchaser,  the Assumed  Liabilities,  all in the manner and subject to the
terms and conditions  set forth herein and in accordance  with Sections 105, 363
and 365 of the Bankruptcy Code;

     WHEREAS,  the Seller and certain of its subsidiaries  intend to continue in
the   management   and   possession   of  their   assets   and   businesses   as
debtors-in-possession  in the Chapter 11 Case pursuant to Sections 1107 and 1108
of the  Bankruptcy  Code  and  subject  to the  terms  and  conditions  of  this
Agreement; and
WHEREAS,  the  Purchaser  desires to purchase and  acquire,  and the Seller
desires  to sell and  transfer,  or cause  to be sold  and  transferred,  to the
Purchaser all of the equity interests directly or indirectly owned by the Seller
(the  "Interests")  in the  subsidiaries  of the Seller set forth on  Schedule A
(each a  "Transferred  Sub" and  collectively,  the  "Transferred  Subs") in the
manner  and  subject  to the  terms  and  conditions  set  forth  herein  and in
accordance  with Sections 105, 363 and 365 of the Bankruptcy Code (together with
the sale and purchase of the Acquired  Assets and the  assignment and assumption
of the Assumed Liabilities, the "Acquisition").

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,  warranties,  covenants,  and agreements set forth herein,  the
parties hereto agree as follows:

                                    ARTICLE I

                           PURCHASE AND SALE OF ASSETS

Section 1.1  Acquired  Assets.  On the terms and subject to the  conditions  set
forth in this Agreement and subject to approval of the Bankruptcy Court pursuant
to Sections 105, 363 and 365 of Bankruptcy Code, at the Closing the Seller shall
sell, assign, transfer, convey, and deliver, and cause its Affiliates (including
any  Selling  Sub)  to  sell,  assign,  transfer,  convey  and  deliver,  to the
Purchaser,  free and clear of all liens,  claims, and encumbrances of any nature
except for Permitted  Exceptions,  and the Purchaser  shall  purchase and accept
from the Seller and the Selling Subs:

(a)  all right,  title and interest of the Seller and of each Selling Sub in and
     to the Interests;

(b)  all right,  title,  and interest of the Seller and its Affiliates in and to
     any and all  assets of every  kind and  description,  whether  tangible  or
     intangible, real, personal or mixed, wherever situated, owned, held or used
     by the Seller or its Affiliates (including any Selling Sub) or in which the
     Seller or its Affiliates  (including any Selling Sub) has any right,  title
     or interest that is owned, directly or indirectly, leased or otherwise held
     primarily   for  use  in  the   Business,   except  for  Excluded   Assets,
     (collectively,  the "Acquired Assets"). Without limiting the foregoing, the
     Acquired Assets shall include:
(i)       all billed and unbilled accounts  receivable  (including income earned
          in advance),  notes  receivable and other evidences of indebtedness of
          any Person (other than the Seller or any subsidiary of the Seller) and
          rights to receive  payments  from any Person (other than the Seller or
          any subsidiary of the Seller), including without limitation any rights
          or claims with respect to  third-party  collection  procedures  to the
          extent  arising out of the  operation of the Business  (the  "Accounts
          Receivable");

(ii)      all rights and incidents of interest of the Seller and of each Selling
          Sub to:

          (A)  all  of  the  master  technology  services   agreements,   master
               agreements,  master business continuity agreements,  professional
               services agreements,  web hosting agreements,  software licensing
               agreements,  schedules and supplements  thereto,  oral or written
               (the  "Customer  Contracts"),  between  the Seller (or one of the
               Selling Subs) and a customer  primarily relating to the Business,
               including without  limitation such of the foregoing as are listed
               or described on Schedule 1.1(b)(ii)(A);

          (B)  all  of the  agreements,  contracts  and  arrangements,  oral  or
               written,  between the Seller (or one of the  Selling  Subs) and a
               vendor or other third party providing goods or services including
               strategic  alliances  primarily relating to the Business ("Vendor
               Agreements"),  including without limitation such of the foregoing
               as  are  listed  or  described  on  Schedule  1.1(b)(ii)(B),  but
               excluding  those  Vendor  Agreements  to the extent  they  relate
               solely to the leased real  property  at King of Prussia,  PA, 480
               Carlstadt,  NJ, E  Rutherford  NJ,  Fremont,  CA and  Newark,  NJ
               ("Excluded   Facilities"),   regardless  of  whether   listed  or
               described on Schedule 1.1(b)(ii)(B); and

          (C)  all of the  agreements,  contracts and  arrangements  between the
               Seller  (or one of the  Selling  Subs)  and the past and  current
               employees  but only to the extent  relating  to  confidentiality,
               assignment  of  invention  or  non-competition  relating  to  the
               Business and to the extent assignable;
(iii)     all Tangible  Personal  Property owned by, or on order to be delivered
          to,  the  Seller  or a  Selling  Sub,  that is used  primarily  in the
          operation of the Business including,  without limitation, (a) Tangible
          Personal  Property  located on, or to be delivered  to, any Owned Real
          Property or premises  subject to the Property  Leases or premises of a
          customer of the  Business or at an Excluded  Facility  and (b) such of
          the foregoing as are listed or described on Schedule 1.1(b)(iii);

(iv)      all  Intellectual  Property  used  primarily  in the  operation of the
          Business,  including  without  limitation  the  Intellectual  Property
          listed or  described in Schedule  1.1(b)(iv)  and all causes of action
          resulting from any  infringement or violation  thereof  (together with
          all  Intellectual  Property of the  Transferred  Subs,  the  "Acquired
          Intellectual Property"); provided that, Purchaser hereby grants to the
          Seller as of the Closing Date a perpetual, royalty-free license to the
          Contract Admin  software and the Prosper  software on an "as is" basis
          with no warranty, for internal purposes;

(v)       all rights and claims  relating  primarily to the Business,  including
          rights and claims under all warranties, representations and guarantees
          made by suppliers,  manufacturers  and  contractors in connection with
          the Acquired Assets;

(vi)      (A) land described on Schedule 1.1(b)(vi)(A) and all buildings,  other
          improvements  and  fixtures  thereon  and all  easements,  rights  and
          appurtenances  relating thereto (the "Owned Real  Property"),  (B) the
          real property  leases and subleases used primarily in the operation of
          the Business  that are listed or  described in Schedule  1.1(b)(vi)(B)
          (the "Property Leases");  (C) the leases and subleases that are listed
          and described on Schedule 1.1(b)(vi)(C) and (D) the service agreements
          primarily relating to the Real Property;

(vii)     to the extent transferrable, all Permits issued to Seller or a Selling
          Sub by any Governmental  Entity primarily relating to the operation of
          the Business,  including  without  limitation such of the foregoing as
          are listed or  described  on  Schedule  1.1(b)(vii),  and all  Permits
          relating to the  ownership,  use,  operation and  construction  of the
          Owned Real Property and the property that is the subject of any of the
          Property Leases;

(viii)    the preferred and common stock, warrants and other equity interests or
          investments that are listed or described on Schedule 1.1(b)(viii);
(xi)      the bank accounts and lockbox  arrangements  primarily relating to the
          Business   that  are  listed  or  described  on  Schedule   1.1(b)(ix)
          (excluding  all rights or  incidents  of interest  with respect to the
          cash  or  cash   equivalents   in  such  bank  accounts  or  lock  box
          arrangements prior to and as of the Closing Date);

(x)       all  prepaid  items or deposits  (including  without  limitation  real
          property  security deposits for real property included in the Acquired
          Assets  whether  or not listed or  described  on  Schedule  1.1(b)(x))
          existing  on the  Effective  Date  relating to the  Business  that are
          listed or described on Schedule  1.1(b)(x) or that relate primarily to
          the Business arising in the ordinary course after the Effective Date;

(xi)      all goodwill primarily related to the Business;

(xii)     all books and  records of the Seller and the  Selling  Subs  primarily
          relating to the operation of the Business and  reasonably  required by
          the Seller for the operation of the Business, and which do not pertain
          to areas of the Seller's  business other than the Business,  including
          without  limitation  all  employment  records  (with  respect  to  the
          Transferred  Employees and subject to applicable  privacy laws), sales
          and business  records,  customer and supplier  lists,  advertising and
          promotional  materials,   files,  indices,  market  research  studies,
          analyses and similar  information,  marketing  brochures and materials
          and other  nonproprietary  printed or written materials in any form or
          medium relating to the ownership or operation of the Business that the
          Seller is not  required  by law to retain  (of  which the  Seller  may
          retain  duplicates),  and  duplicates of any such  materials  that the
          Seller is required by law to retain;

(xiii)    all other assets  reflected on the  Financial  Statements  (other than
          assets  disposed of since the date thereof in the ordinary  course and
          as permitted under this Agreement) and all other assets obtained since
          the date of the  latest  Financial  Statements  that  would  have been
          reflected in the Financial  Statements had they been owned at the time
          of such Financial Statements;
(xiv)     all documents, plans, data, books, records, software and other similar
          items  relating to the Real  Property in the  possession or control of
          the Seller,  including,  without  limitation,  (i) all as built plans,
          specifications  and drawings for the Real Property,  (ii) all manuals,
          diagrams,  shop drawings,  warranties and related data  concerning the
          Real  Property and the use,  maintenance  and operation of the systems
          and facilities related thereto,  (iii) keys to the improvements on the
          Real  Property,  (iv) security  codes,  passwords  and  identification
          numbers  pertaining to the operation of the Real  Property,  (v) books
          and  records of the Seller  pertaining  to the  operation,  ownership,
          leasing, maintenance and use of the Real Property,  including, without
          limitation,   books  and   records   with   respect  to  payment   and
          reconciliation  of additional rent paid by tenants or subtenants under
          any of the  Leases  and paid by the  Seller,  as tenant or  subtenant,
          under any of the Property Leases;  and (vi) all computer  software and
          computer files  required to operate the building  systems and security
          systems for Real Property;

(xv)      all Databases  owned or leased by the Seller or a Selling Sub that are
          used primarily in the Business;

(xvi)     all the rights,  properties  or assets that are listed or described on
          Schedule 1.1(b)(xvi);

(xvii)    all rights of  subrogation  in respect of the Assumed  SIP  Guarantees
          (the "Transferred Subrogation Rights"); and

(xviii)   all intercompany  accounts receivable (A) owed by a Transferred Sub to
          the Seller or its  Affiliate  or (B) owed by a  division  of Seller to
          another division of Seller arising from the operation of the Business.

Section  1.2  Excluded  Assets.   Notwithstanding  anything  contained  in  this
Agreement  to  the  contrary,  the  following  rights,   properties  and  assets
(collectively,  the  "Excluded  Assets")  will not be included  in the  Acquired
Assets:

(a)  all cash, cash equivalents, checks which have been received but not cleared
     or marketable  securities  of the Seller and the Selling  Subs,  other than
     prepaid items or deposits that are Acquired Assets; (1)
(b)  all of the Accounts Receivable that have been satisfied or discharged prior
     to the Closing;

(c)  all of the agreements,  contracts and arrangements  that have terminated or
     expired  prior to the  Closing by their  terms and in the  ordinary  course
     other than agreements, contracts and arrangements under which Seller or the
     Selling Subs have rights thereunder that survive  termination or expiration
     (e.g. confidentiality provisions);

(d)  any agreement, contract or arrangement or portion thereof that is listed or
     described on Schedule 1.2(d) (the "Excluded Contracts");

(e)  any avoidance  actions or other  similar  causes of action  arising  solely
     under Sections 544 through 553, inclusive, of the Bankruptcy Code;

(f)  any  Tangible  Personal  Property or other  tangible  personal  property or
     equipment listed on Schedule 1.1(b)(xvi)  transferred or disposed of in the
     ordinary course and as permitted under this Agreement;

(g)  the company seal, minute books,  charter documents,  stock or equity record
     books and such other  books and  records  as  pertain to the  organization,
     existence or  capitalization  of the Seller and each Selling Sub as well as
     any other  records or  materials  relating to the Seller or any Selling Sub
     generally  and  not  involving  or  related  to the  Acquired  Assets,  the
     Interests or the operations of the Business;

(h)  all contracts of insurance;

(i)  any  right,  property  or asset  that is listed or  described  on  Schedule
     1.2(i);

(j)  the word and name "Comdisco" and the Seller's monograms, logos, trademarks,
     trade names or any variations or combinations  thereof  including such word
     or name;

(k)  any right the  Seller or a Selling  Sub has with  respect  to Tax  refunds,
     claims for Tax refunds and Tax attributes;
(l)  the corporate services and assets described on Schedule 1.2(l);

(m)  all Seller  Plans  subject to U.S.  jurisdiction  (including  all bonus and
     commission plans) and all Seller Plans which are stock option plans and all
     agreements  related  thereto,  including  all  agreements  related  to  the
     administration of any Seller Plan;

(n)  all rights of subrogation  in respect of the SIP Guarantees  other than the
     Transferred Subrogation Rights; and

(o)  the quotas or equity interests of Comdisco  Continuity  Services Deutchland
     GmbH and the Comdisco Espana S.L. (the "Excluded Subs") (and, by extension,
     all of the rights, assets and properties of the Excluded Subs).

Section 1.3 Assumed Liabilities.  On the terms and subject to the conditions set
forth in this  Agreement,  at the Closing,  the Purchaser  shall assume from the
Seller and its Affiliates and thereafter pay, perform or otherwise  discharge in
accordance  with their  terms,  and shall  hold the  Seller  and its  Affiliates
harmless from all of the liabilities and obligations (of any nature or kind, and
whether  based in common law or statute or arising  under  written  contract  or
otherwise,  known  or  unknown,  fixed  or  contingent,  accrued  or  unaccrued,
liquidated or unliquidated,  real or potential) of the Seller and its Affiliates
only the liabilities that are specified in this paragraph:  (i) with respect to,
arising out of or relating to, the ownership,  possession or use of the Acquired
Assets, including without limitation, the agreements, contracts and arrangements
included in the Acquired Assets from and after the Closing, and the operation of
the Business from and after the Closing;  (ii) in connection with the guarantees
or  letters of credit  related  to  property  leases as listed or  described  in
Schedule 1.3(ii) other than Property Leases relating to Real Property located in
the United States;  (iii) with respect to all intercompany  payables (A) owed or
payable to any Transferred Sub or (B) owed or payable to a division of Seller or
its Affiliates  arising from the operation of the Business  (which includes only
the payables in connection  with the accounts  receivable  acquired  pursuant to
Section 1.1(b)(xviii));  (iv) with respect to the Assumed SIP Guarantees and (v)
as  listed  or   described   in  Schedule   1.3   (collectively,   the  "Assumed
Liabilities").
Section 1.4 Excluded  Liabilities.  The  Purchaser  shall not assume or agree to
pay, perform or otherwise discharge any liabilities,  obligations or expenses of
the Seller or its Affiliates  (other than the  Transferred  Subs) other than the
Assumed   Liabilities  (the  "Excluded   Liabilities").   Without  limiting  the
generality of the foregoing,  the Seller shall pay any and all  liabilities  for
the cure,  compensation and  reinstatement  costs and expenses of or relating to
the  assumption and  assignment of the  contracts,  leases and other  agreements
included  in the  Acquired  Assets  assumed  by and  assigned  to the  Purchaser
hereunder pursuant to Section 365 of the Bankruptcy Code and the Purchaser shall
have no liability for or obligation in respect of:

(i)    the Seller's  professional fees and expenses for its advisers,  including
       without  limitation,  advisers  retained  pursuant  to an  order  of  the
       Bankruptcy Court;

(ii)   the Chapter 11 Expenses;

(iii)  obligations, liabilities or amounts payable to any security holder of the
       Seller;

(iv)   obligations  of any nature  arising  under any Property  Lease,  Lease or
       service  agreement  relating to leased property prior to the Closing Date
       on  which  such  lease is  assumed  by the  Seller  and  assigned  to the
       Purchaser; provided, however,  notwithstanding the foregoing, but subject
       to Section 5.15, neither the Seller, nor any Selling Sub, shall be liable
       or  responsible  for  the  performance  of  any  repairs  or  maintenance
       whatsoever  required  under any lease  from and  after the  Closing  Date
       (regardless  of whether the need for such  repairs or  maintenance  arose
       prior to the Closing Date);

(v)    obligations or liabilities of the  Transferred  Subs,  which shall remain
       obligations and liabilities of such Transferred Subs;

(vi)   the Seller's or its Affiliates'  obligations or liabilities arising under
       Environmental  Laws  relating  to the  Owned  Real  Property  or the real
       property  subject to the Property  Leases  arising during the Seller's or
       its Affiliate's ownership or use thereof;

(vii) trade payables or general unsecured claims or any other liability not
     expressly assumed under this Agreement;
(viii) except as provided in Section 5.8, any compensation, severance or benefit
       expense  accruing prior to Closing with respect to Transferred  Employees
       and  Mismatched  Employees,  including,  without  limitation,  under  the
       Incentive Plans; and

(ix)   any liability relating to any Excluded Asset.

Section 1.5 Purchase Price. (a) In consideration for the Acquired Assets and the
Interests,  the Purchaser  shall,  in addition to the  assumption of the Assumed
Liabilities,  pay to the  Seller  at the  Closing  in cash by wire  transfer  of
immediately  available funds to an account or accounts  designated by the Seller
the Estimated Cash Purchase Price less sixty million dollars  ($60,000,000) (the
"Escrow Amount"),  which the Purchaser shall deposit into the Escrow Account and
which shall be held in accordance  with the terms of the Escrow  Agreement.  The
"Unadjusted  Cash Purchase  Price" under this  Agreement  shall be eight hundred
twenty-five million dollars ($825,000,000), provided that, the following occur:

(i)    the Official Committee of Unsecured Creditors in the Chapter 11 Case (The
       "Creditor's  Committee") and the Official Equity Committee in the Chapter
       11 Case (the "Equity  Committee")  shall have  confirmed on the record at
       the auction held on October 11, 2001 their support for this Agreement and
       the adequacy of the purchase price and terms of this Agreement;

(ii)   the offer in this  Agreement  shall  have been  declared  the  highest or
       otherwise  best offer  following  the  conclusion  of the auction held on
       October 11, 2001,  with the support and approval of the Seller's board of
       directors; and

(ii)   the Creditor's  Committee,  the Equity Committee and the Seller shall not
       have  withdrawn  their support  before the conclusion of the Sale Hearing
       scheduled for October 23, 2001,  shall have advised the Bankruptcy  Court
       that this Agreement  should be approved by the Bankruptcy Court and shall
       use reasonable best efforts to obtain such approval.

If the  events  or  actions  set forth in  Sections  1.5(a)(i),  1.5(a)(ii)  and
1.5(a)(iii)  shall not have occurred,  the Unadjusted  Cash Purchase Price under
this  Agreement  shall be eight  hundred  million  dollars  ($800,000,000).  The
Unadjusted  Cash Purchase  Price as it may be adjusted  pursuant to Section 1.6,
shall be the "Cash Purchase Price" under this Agreement.
(b)  The Seller shall  deliver to the Purchaser  prior to the Closing Date,  and
     shall use its  reasonable  best efforts to make such delivery not less than
     five days prior to the scheduled  Closing Date, a notice  setting forth the
     Seller's good faith  calculation of the Working  Capital of the Business as
     of a date not more than 10 days prior to the Closing Date and certifying to
     such estimates. If such estimate reflects a Working Capital Deficiency, the
     amount of such Working  Capital  Deficiency  shall be  subtracted  from the
     Unadjusted  Cash  Purchase  Price and if such  estimate  reflects a Working
     Capital Surplus,  the amount of such Working Capital Surplus shall be added
     to the Unadjusted Cash Purchase  Price.  The Unadjusted Cash Purchase Price
     as so adjusted shall be the "Estimated Cash Purchase Price."

Section 1.6 Purchase Price  Adjustment.  (a) The Unadjusted  Cash Purchase Price
shall be adjusted following the Closing as follows:

(i)    if the amount of the  Working  Capital  of the  Business  (determined  in
       accordance  with this  Section  1.6) as of the Closing  Date is less than
       thirty six  million,  one hundred  thousand  dollars  ($36,100,000),  the
       Unadjusted  Cash Purchase  Price shall be decreased by an amount equal to
       such difference  (the "Working  Capital  Deficiency")  and the Unadjusted
       Cash Purchase Price, as so adjusted, will be the Cash Purchase Price;

(ii)   if the amount of the  Working  Capital  of the  Business  (determined  in
       accordance  with this Section 1.6) as of the Closing Date is greater than
       thirty six  million,  one hundred  thousand  dollars  ($36,100,000),  the
       Unadjusted  Cash Purchase  Price shall be increased by an amount equal to
       such difference (the "Working  Capital  Surplus") and the Unadjusted Cash
       Purchase Price, as so adjusted, will be the Cash Purchase Price; and

(iii)  if  the  amount  of  the  Working  Capital  of  Business  (determined  in
       accordance  with this  Section  1.6) as of the  Closing  Date is equal to
       thirty six  million,  one hundred  thousand  dollars  ($36,100,000),  the
       Unadjusted Cash Purchase Price will be the Cash Purchase Price.
The Purchaser shall pay the Seller the amount of any positive difference between
the Cash Purchase Price and the Estimated Cash Purchase Price.  The Seller shall
return to the  Purchaser  the  amount of any  positive  difference  between  the
Estimated Cash Purchase Price and the Cash Purchase Price.  Any amounts required
to be paid or returned  pursuant  to this  Section  1.6(a) (i) by the  Purchaser
shall be paid by wire transfer of  immediately  available  funds to the accounts
specified  by the Seller and (ii) by the Seller  shall be paid to the  Purchaser
from the Escrow Account, in each case within five business days after the amount
of Working Capital is agreed to by the Seller and the Purchaser or any remaining
disputed items are ultimately determined by the Accountants.

(b)    As used herein,  the term "Working  Capital"  shall mean, as reflected on
       the Working  Capital  Statement,  the sum of cash held by the Transferred
       Subs, accounts receivable  (excluding that portion of accounts receivable
       which is aged more than 120 days as of the Closing  Date),  and earned in
       advance of billing  minus  deferred  revenue and  accounts  payable  with
       respect  to the  Transferred  Subs,  but,  with  respect  to  such of the
       foregoing  as are  related  to the  Seller  or a  Selling  Sub (and not a
       Transferred Sub), only to the extent such accounts receivable  constitute
       Acquired Assets; it being understood that cash held by the Seller and the
       Selling  Subs are not  Acquired  Assets  and should  not be  included  in
       Working  Capital  but that  cash  held by a  Transferred  Sub  should  be
       included in Working Capital.  The term "Working Capital  Statement" shall
       mean the  statement of Working  Capital of the Business to be prepared by
       the Seller as of the Closing Date in accordance with this Section 1.6 and
       to be delivered to the  Purchaser as promptly as  practicable  and in any
       event  within  30 days  after  the  Closing  Date.  The  Working  Capital
       Statement  shall be  prepared  by the  Seller  using the same  accounting
       principles,  procedures,  policies  and methods that were used to prepare
       the  Balance  Sheet,  and the  Seller  shall  certify  in  writing to the
       Purchaser on the delivery date of the Working Capital  Statement that the
       Working Capital Statement was so prepared.

(c)    During the preparation of the Working Capital Statement and the period of
       any dispute within the  contemplation  of this Section 1.6, to the extent
       reasonably   necessary  for  the   preparation  of  the  Working  Capital
       Statement,  the Purchaser shall and shall cause the Transferred  Subs and
       any other  Affiliates  of the Purchaser to (i) provide the Seller and the
       Seller's authorized  representatives with reasonable access to the books,
       records,  facilities  and  employees  of the  Business,  (ii) provide the
       Seller as promptly as practicable after the Closing Date (but in no event
       later than 10  business  days  after the  Closing  Date)  with  financial
       information  consistent with the Seller's  existing  financial  reporting
       requirements  for the Business for the period  ending on the Closing Date
       and (iii)  cooperate  fully with the Seller and the  Seller's  authorized
       representatives,  including  the  provision  on a  timely  basis  of  all
       information   necessary  or  useful  in  preparing  the  Working  Capital
       Statement.
(d)    The Working  Capital  Statement shall be final and binding on the parties
       unless, within 15 days after delivery to the Purchaser, written notice is
       given  by the  Purchaser  to the  Seller  and  the  Escrow  Agent  of its
       objection  setting forth in reasonable  detail the Purchaser's  basis for
       objection.  The  Purchaser  may dispute  items  reflected  on the Working
       Capital  Statement  only on the basis that such items were not arrived at
       in conformity with the accounting  principles,  procedures,  policies and
       methods  that  were  used to  prepare  the  Balance  Sheet.  If notice of
       objection  is given,  the  parties  shall  consult  with each  other with
       respect to the objection. Any amount that is not in dispute will promptly
       be paid by the party  obligated  to make such  payment  hereunder  to the
       party  entitled to receive  such  payment  hereunder.  If the parties are
       unable to reach  agreement  within 15 days after the notice of  objection
       has  been  given,  the  dispute  shall  be  submitted,   as  promptly  as
       practicable,  for  resolution  to Deloitte & Touche (the  "Accountants").
       Each  party  agrees  to  execute,  if  requested  by the  Accountants,  a
       reasonable  engagement letter. The Accountants will make a determination,
       based solely on  presentations by the Seller and the Purchaser and not by
       independent  review, as to (and only as to) each of the items in dispute,
       which determination will be (i) in writing, (ii) furnished to each of the
       parties hereto as promptly as practicable after the items in dispute have
       been  referred to the  Accountants,  (iii) made in  accordance  with this
       Agreement  and (iv)  conclusive  and  binding  upon  each of the  parties
       hereto. In connection with their determination of the disputed items, the
       Accountants  will  be  entitled  to rely on the  accounting  records  and
       similar  materials  prepared in connection  with the  preparation  of the
       Working Capital  Statement,  and the fees and expenses of the Accountants
       will be paid one-half by the  Purchaser and one-half by the Seller.  Each
       of the Purchaser and the Seller will use reasonable  efforts to cause the
       Accountants  to render their  decision as soon as reasonably  practicable
       (but in no event  later  than 30 days  following  the  expiration  of the
       15-day period  provided above for the Purchaser and the Seller to resolve
       disputes  prior to  submission  to the  Accountants),  including  without
       limitation  by promptly  complying  with all  reasonable  requests by the
       Accountants for information, books, records and similar items.
Section 1.7  Allocation of Purchase  Price for Tax  Purposes.  The parties agree
that, for all Tax and other reporting purposes,  the Purchaser shall provide the
Seller with an allocation of the Cash Purchase Price and the Assumed Liabilities
among the Acquired Assets,  Assumed Liabilities and the Interests within 90 days
after the Closing Date in accordance  with Section 1060 of the Code.  The Seller
shall have the right to propose changes to such  allocations,  provided that the
Purchaser  shall have ultimate  discretion to reject any such  proposals  unless
such  rejection  would be  unreasonable.  The Seller and the Purchaser  shall be
bound by such allocation (and if necessary, any adjusted allocation),  and shall
file,  or cause to be filed,  a Form  8594 and all  applicable  federal,  state,
local,  provincial  and foreign  income,  franchise  and excise Tax Returns in a
manner that is consistent with such allocation. If the allocation is disputed by
any Taxing Authority,  the party receiving notice of such dispute shall promptly
notify the other party hereto  concerning  the existence of such dispute and the
parties shall consult with each other with respect to all issues  related to the
allocation  in  connection  with such  dispute.  If the IRS proposes a different
allocation, either party may file amended returns based on such allocation.

Section 1.8 Escrow Agreement.  At the Closing,  the Seller,  the Purchaser and a
financial  institution  in the United  States to be mutually  agreed upon by the
parties within ten days of the Execution Date (the "Escrow  Agent"),  will enter
into an escrow agreement in form and substance customary in similar transactions
and  substantially  in the  form  attached  hereto  as  Exhibit  G (the  "Escrow
Agreement").  The Escrow Amount will be held and disposed of by the Escrow Agent
pursuant  to the terms and  conditions  of the  Escrow  Agreement  (the  "Escrow
Account").  All reductions to the  Unadjusted  Cash Purchase Price in accordance
with Section 1.6 and all  obligations  and liabilities of the Seller pursuant to
Article VIII shall be made or  satisfied  exclusively  from the Escrow  Account.
Delivery of funds by the Escrow Agent to the  applicable  parties  shall be made
pursuant to the terms of the Escrow  Agreement and all earnings thereon shall be
distributed on a monthly basis to the Seller.

Section 1.9 Title  Insurance;  Title  Matters.  The Seller shall  provide to the
Purchaser within 20 business days of the parties'  execution of this Agreement a
commitment for ALTA owner's policies of title insurance (or if ALTA policies are
not issued in the applicable  jurisdiction,  the most comprehensive  policy that
may be lawfully issued) in customary form  (collectively  the "Title  Policies")
with  respect to each  parcel of the Owned Real  Property  located in the United
States issued by a reputable title insurance company (the "Title Company") which
commits  the Title  Company  to issue a Title  Policy  for each such  owned Real
Property as of the Closing Date in the amount corresponding to the value for the
particular  property set forth on Schedule 1.9 attached hereto which insures the
Purchaser (or its  subsidiary) and its successors and assigns that the Purchaser
or its applicable subsidiary owns fee title to such Owned Real Property, subject
only to  Permitted  Exceptions.  The  Seller  shall  pay the  cost of the  title
examinations  and the Purchaser shall pay at Closing the cost of the premium for
the Title Policies. The Seller shall deliver to the Purchaser any surveys of the
Real Property in its possession.
Section  1.10  Trademarks  and  Tradenames.  It is  expressly  agreed  that  the
Purchaser is not purchasing, acquiring or otherwise obtaining any right title or
interest in and to the name Comdisco or any trade names, trademarks, identifying
logos or service  marks  related  thereto or employing  the word Comdisco or any
part or  variation  of any of the  foregoing or any  confusingly  similar  trade
names, trademark or logo. Notwithstanding the foregoing, the Seller shall, enter
into a Trademark  License  Agreement with the Purchaser (the "Trademark  License
Agreement"), substantially in the form of Exhibit F attached hereto.

Section 1.11 Assignment of the Purchaser's  Rights. The Purchaser shall have the
right to assign,  in whole or in part,  any or all of its rights to purchase the
Interests,  Acquired  Assets and Business to one or more  directly or indirectly
wholly-owned  subsidiaries  and to effect  the  Acquisition  in whole or in part
through such subsidiaries; provided that prior to effecting any such assignment,
the Purchaser  shall have  unconditionally  guaranteed  the  obligations  of the
applicable subsidiary.

Section 1.12 Transition Services.  The Seller shall provide to the Purchaser the
services  currently  provided to the Business,  directly or  indirectly,  by the
Seller and listed or  described  in the  Transition  Services  Agreement  or the
schedules thereto, and the services provided at the Excluded Facilities directly
or  indirectly,  by the Seller on the Effective Date for a period up to 6 months
on the terms and subject to the conditions set forth in the Transition  Services
Agreement.

Section 1.13 King of Prussia Facility.  At the Closing,  the Purchaser shall pay
to the Seller,  in cash by wire transfer of  immediately  available  funds to an
account or accounts  designated by the Seller, one million five hundred thousand
dollars  ($1,500,000)  for  certain  of the  estimated  costs to the  Seller  of
Purchaser not acquiring the Excluded Facility in King of Prussia, Pennsylvania.

                                   ARTICLE II

                                   THE CLOSING
Section 2.1 Closing. The consummation of the transactions  contemplated by this
Agreement  (the  "Closing")  shall take place at the offices of  Skadden,  Arps,
Slate, Meagher & Flom (Illinois), 333 West Wacker Drive, Chicago, Illinois 60606
at 10:00 a.m. on the later of (i) as soon as  reasonably  practicable  after the
entry by the  Bankruptcy  Court of the  Section  363/365  Order and (ii) at such
other time, date, and place as shall be fixed by written  agreement  between the
parties  (the date of the  Closing  being  herein  referred  to as the  "Closing
Date").

Section 2.2 Deliveries at Closing. (a) At the Closing, the Seller shall deliver
or cause to be delivered to the Purchaser:

(i)    duly executed instruments or other evidence sufficient to transfer to the
       Purchaser  the  unencumbered  legal  and  beneficial   ownership  of  the
       Interests and all books and records of the  Transferred  Subs,  including
       evidence of transfer of any nominal director  shares,  transfer forms and
       any local  transfer  agreements in applicable  jurisdictions  outside the
       United States;

(ii)   a duly executed bill of sale (the "Bill of Sale"),  substantially  in the
       form of Exhibit A attached  hereto,  transferring  the Acquired Assets to
       the Purchaser;

(iii)  all other duly  executed  conveyance  documents  reasonably  necessary to
       transfer to the  Purchaser the Acquired  Assets,  including (A) a special
       warranty deed with covenant  against  grantor's  acts for each Owned Real
       Property  purchased by the  Purchaser in a form which is  recordable  and
       customary  for the  jurisdiction  in  which  the  applicable  Owned  Real
       Property is located, (B) an affidavit of title with respect to each Owned
       Real Property acquired by the Purchaser in form satisfactory to the Title
       Company  and (C) such other  affidavits  with  respect to each Owned Real
       Property as customarily and reasonably required by the Title Company;

(iv)   the  Acquired  Assets by making  the  Acquired  Assets  available  to the
       Purchaser at their present locations;

(v)    the assignment  and  assumption  agreement to be entered into between the
       Seller and the Purchaser (the  "Assignment  and  Assumption  Agreement"),
       substantially in the form of Exhibit B attached hereto,  duly executed by
       the Seller  evidencing  the assignment and assumption by the Purchaser of
       the Assumed Liabilities;

(vi)   the Mutual Release duly executed by Seller;
(vii)  the transition  services  agreement to be entered into between the Seller
       and the Purchaser (the "Transition Services Agreement"), substantially in
       the form of Exhibit C attached hereto, duly executed by the Seller;

(viii) customary  instruments  of assignment  or transfer,  in form suitable for
       recording  in the  applicable  office or  bureau,  with  respect  to each
       trademark,  copyright,  or other item of Acquired  Intellectual  Property
       requiring such an assignment and transferred to the Purchaser hereunder;

(ix)   the Trademark License Agreement, duly executed by the Seller;

(x)    the Escrow Agreement, duly executed by the Seller;

(xi)   a certificate  of an officer of the Seller as to the matters set forth in
       Section 6.3 (a), (b) and (c) of this Agreement; and

(xii)  resignations from each director of each Transferred Sub.

(b)    At the Closing, the Purchaser shall deliver to the Seller:

(i)    the  Estimated  Cash  Purchase  Price  by wire  transfer  in  immediately
       available funds to an account or accounts  designated by the Seller, less
       the Escrow Amount;

(ii)   the Assignment and Assumption Agreement duly executed by the Purchaser;

(iii)  the Transition Services Agreement duly executed by the Purchaser;

(iv)   the Trademark License Agreement, duly executed by the Purchaser;
(v)    the Escrow Agreement, duly executed by the Purchaser; and

(vi)   the Mutual Release duly executed by Purchaser;

(vii)  a certificate  of an officer of the Purchaser as to the matters set forth
       in Section  6.2 (a) and (b) of this  Agreement  and all other  previously
       undelivered  certificates and other documents required to be delivered by
       the Purchaser to the Seller at or prior to the Closing Date in connection
       with the Acquisition.

(c)    At the  Closing,  the  Purchaser  shall  deliver to the Escrow  Agent the
       Escrow  Amount by wire  transfer  in  immediately  available  funds to an
       account or accounts designated by the Escrow Agent.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     Except as disclosed in the written statement delivered by the Seller to the
Purchaser at or prior to the execution of this Agreement (the "Seller Disclosure
Schedule"), the Seller represents and warrants to the Purchaser as follows:

Section 3.1 Organization.  The Seller and each Business Sub is validly existing
and in good standing (or its equivalent)  under the laws of the  jurisdiction of
its  incorporation  or organization and has the requisite power and authority to
own,  lease and operate its properties and to carry on its business as it is now
being conducted, except where the failure to be so existing and in good standing
or to have such power and  authority  could not be  reasonably  likely to have a
Material  Adverse Effect.  The  jurisdiction of incorporation or organization of
each  Transferred  Sub is set forth on  Schedule  A. Each of the Seller and each
Business  Sub  is  duly  qualified  or  licensed  to do  business  as a  foreign
corporation and is in good standing in each  jurisdiction in which the nature of
the business  conducted by it makes such  qualification or licensing  necessary,
except where the failure to be so duly qualified,  licensed and in good standing
could not be reasonably  likely to have a Material  Adverse Effect.  Attached to
the  Seller  Disclosure   Schedule  is  a  complete  and  correct  copy  of  the
organizational  documents of the Seller and each  Business  Sub, as currently in
effect. Section 1.1
Section 3.2  Capitalization of Business Subs. (a) The authorized and outstanding
equity  interests  of each  Transferred  Sub are set  forth on  Schedule  A. The
authorized and outstanding equity interests of each Selling Sub are set forth on
Schedule  B.  All of the  equity  interests  of  each  Business  Sub  are  owned
beneficially  and of record by the Seller or a direct or  indirect  wholly-owned
subsidiary  of the Seller as set forth on Schedule A or Schedule B. There are no
existing  (i)  options,   warrants,   calls,   subscriptions  or  other  rights,
convertible securities,  agreements or commitments of any character obligating a
Business Sub to issue,  transfer or sell any equity  interests in such  Business
Sub or securities  convertible into or exchangeable  for such equity  interests,
(ii)  contractual  obligations  of a  Business  Sub  to  repurchase,  redeem  or
otherwise  acquire any equity  interests  in such  Business  Sub or (iii) voting
trusts or similar  agreements to which a Business Sub is a party with respect to
the voting of equity  interests in such Business Sub. At the Closing,  except as
set forth on Schedule A or Schedule B, none of the  Business  Subs will hold any
equity interest in any other entity.

(b)  At the Closing,  the company  books of the  Transferred  Subs will show the
     beneficial  owners of all the issued shares in the Transferred  Subs as the
     registered holders of such shares.
Section 3.3 Authority Relative to this Agreement.  The Seller has the corporate
power and authority to enter into this  Agreement and each  Ancillary  Agreement
and to carry  out its  obligations  hereunder  and  thereunder.  The  execution,
delivery,  and performance of this Agreement and each Ancillary Agreement by the
Seller  and the  consummation  by the  Seller of the  transactions  contemplated
hereby and thereby, including, but not limited to, the transfer of the Interests
by the  Selling  Subs,  have been duly  authorized  by all  requisite  corporate
action.  This Agreement has been duly and validly  executed and delivered by the
Seller, and upon the entry of the Section 363/365 Order (assuming this Agreement
constitutes a valid and binding obligation of the Purchaser),  will constitute a
valid and binding  agreement  of the Seller,  enforceable  against the Seller in
accordance  with its terms,  subject to applicable  bankruptcy,  reorganization,
insolvency, moratorium and other laws affecting creditors' rights generally from
time to time in effect and to general equitable principles. At the Closing, each
Ancillary Agreement executed and delivered by the Seller will have been duly and
validly  executed and  delivered by the Seller and upon the entry of the Section
363/365 Order  (assuming each such Ancillary  Agreement  constitutes a valid and
binding  obligation  of the  Purchaser  or its  permitted  designee),  each such
Ancillary Agreement will constitute a valid and binding agreement of the Seller,
enforceable  against  it in  accordance  with its terms,  subject to  applicable
bankruptcy,  reorganization,  insolvency,  moratorium  and other laws  affecting
creditors' rights generally from time to time in effect and to general equitable
principles.

Section  3.4  Consents  and  Approvals.  Upon the entry of the Section  363/365
Order, no consent,  approval,  or authorization  of, or declaration,  filing, or
registration  with,  any  Governmental  Entity  will be  required  to be made or
obtained by the Seller or any Business  Sub in  connection  with the  execution,
delivery,  and  performance  of  this  Agreement  and  the  consummation  of the
Acquisition,  except  (a) for  consents,  approvals,  or  authorizations  of, or
declarations or filings with, the Bankruptcy  Court, (b) for filings pursuant to
the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended (the "HSR
Act"), and pursuant to similar antitrust or competition legislation in any other
applicable  jurisdiction,  (c)  those  already  obtained  and (d) for  consents,
approvals,  authorizations,  declarations,  filings, or registrations, which, if
not obtained,  could not be reasonably likely to have a Material Adverse Effect.
Upon the entry of the Section  363/365 Order,  no consent,  approval,  waiver or
authorization of any Person (other than a Governmental  Entity) will be required
in connection  with the execution,  delivery,  and performance of this Agreement
and the consummation of the  Acquisition,  other than those already obtained and
those, which, if not obtained, could not be reasonably likely to have a Material
Adverse Effect.

Section 3.5 Financial Statements.

(a)  Schedule  3.5 contains a true,  complete and correct copy of the  combining
     and combined  unaudited  balance sheet of the Business as of March 31, 2001
     and June 30, 2001,  and in each case,  the related  combining  and combined
     unaudited  income  statement  for the  period  then ended  (such  financial
     statements  being  collectively   referred  to  herein  as  the  "Financial
     Statements").  The Financial  Statements have been prepared on the basis of
     the  information  contained  in the books and records of the Seller and the
     Transferred  Subs.  The Financial  Statements  have been  prepared,  in all
     material respects,  in accordance with U.S.  generally accepted  accounting
     principles  ("GAAP").  The  Financial  Statements  fairly  present  in  all
     material  respects the financial  position and the results of operations of
     the Business for the respective  fiscal periods as of the respective  dates
     therein set forth.

(b)  The Accounts  Receivable and all accounts receivable of any Transferred Sub
     at the Closing  will have arisen from bona fide sales  transactions  in the
     ordinary  course of business  consistent with past practice and are payable
     on ordinary trade terms.
Section   3.6  No   Violations.   Assuming   that  the   consents,   approvals,
authorizations,  declarations,  and filings referred to in Section 3.4 have been
made or obtained  and shall  remain in full force and effect and the  conditions
set forth in Article VI shall have been  satisfied,  at the Closing  neither the
execution,   delivery,  or  performance  of  this  Agreement  or  the  Ancillary
Agreements by the Seller, nor the consummation by the Seller of the transactions
contemplated  hereby or thereby,  nor  compliance  by the Seller with any of the
provisions  hereof or thereof will (a) conflict  with or result in any breach of
any provisions of the  certificate of  incorporation  or bylaws of the Seller or
the organizational documents of the Business Subs, (b) result in a violation, or
breach of, or constitute (with or without due notice or lapse of time) a default
(or give  rise to any  right of  termination,  cancellation,  vesting,  payment,
exercise,  acceleration,  suspension  or  revocation)  under  any of the  terms,
conditions  or  provisions of any  contract,  agreement or  arrangement  that is
included as an Acquired  Asset or any material  note,  bond,  mortgage,  deed of
trust, security interest, indenture, license, contract, agreement, plan or other
instrument  or  obligation  to which the Seller or one of the Business Subs is a
party or by which the Acquired  Assets,  the Interests or any of the Transferred
Subs'  properties or assets  related to the Business may be bound or affected or
(c) violate any order, writ,  injunction,  decree,  statute,  rule or regulation
applicable  to the Seller,  the  Business  Subs,  the  Interests or the Acquired
Assets,  except  in the case of  clauses  (b) or (c) for  violations,  breaches,
defaults, terminations,  cancellations,  accelerations,  creations, impositions,
suspensions  or  revocations  that (i) could not be reasonably  likely to have a
Material  Adverse Effect or (ii) are excused by or  unenforceable as a result of
the filing of the  Petitions or as a result of the entry of the Section  363/365
Order.

Section 3.7 No Default; Compliance with Applicable Laws; Permits.
(a)  Neither the Seller nor any  Business  Sub is in default or violation of any
     term, condition or provision of (i) its articles of incorporation,  by-laws
     or  other  organizational   documents  or  (ii)  any  statute,  law,  rule,
     regulation,  judgment, decree, order, arbitration award, concession, grant,
     franchise,  permit  or  license  or  other  governmental  authorization  or
     approval  applicable  to  the  Seller  or a  Business  Sub by  which  their
     respective  assets  and  properties  are bound or to the  Interests  or the
     Acquired Assets, but excluding from the foregoing clause (ii),  defaults or
     violations which could not be reasonably  likely to have a Material Adverse
     Effect or which become applicable as a result of the business or activities
     in which the  Purchaser  is or proposes to be engaged or as a result of any
     acts or  omissions  by,  or the  status  of any facts  pertaining  to,  the
     Purchaser.  Notwithstanding the foregoing, this Section 3.7 shall not apply
     to   Environmental   Laws,   which  are  exclusively  the  subject  of  the
     representations and warranties in Section 3.18.

(b)  Except as could not be reasonably likely to have a Material Adverse Effect,
     each of the Seller  and each  Business  Sub  currently  holds all  permits,
     licenses,  authorizations,   certificates,   exemptions  and  approvals  of
     Governmental Entities (collectively, "Permits") necessary or proper for the
     current use,  occupancy  and  operation of the Acquired  Assets held by the
     Seller or a Selling Sub (or in the case of the Transferred Subs, the assets
     held by the Transferred Subs) and the conduct of the Business, and all such
     Permits  are in full force and  effect.  Except as could not be  reasonably
     likely to have a Material Adverse Effect, as of the Effective Date, neither
     the Seller nor any Business  Sub has  received any written  notice from any
     Governmental  Entity and no proceeding is pending,  or, to the knowledge of
     the  Seller  or a  Transferred  Sub,  threatened,  revoking,  modifying  or
     refusing to renew any Permit or providing  notice of  violations  under any
     Permit.

Section  3.8 Books and Records.  The books,  records and accounts of the Seller
and each Business Sub  maintained  with respect to the Business  accurately  and
fairly  reflect,  in  reasonable  detail,  the  transactions  and the assets and
liabilities  of the Seller and the Business  Subs with respect to the  Business.
The Seller has not engaged in any  transactions  with  respect to the  Business,
maintained  any bank account for the Business or used any of the funds of Seller
or any Business Sub in the conduct of the Business except for transactions, bank
accounts and funds which have been and are reflected in the normally  maintained
books and records of the Seller or a Business Sub.

Section 3.9 Title to Property.  Upon the entry of the Section 363/365 Order, at
the  Closing  the  Seller and each of the  Selling  Subs will have the power and
right to sell,  or  assign,  transfer  and  deliver,  as the case may be, to the
Purchaser  the Acquired  Assets and the  Interests  and on the Closing Date will
sell,  assign,  transfer and deliver the Acquired  Assets and the Interests free
and clear of all liens,  claims,  encumbrances and security interests other than
Permitted  Exceptions,  and the Purchaser will receive good and marketable title
to, or a valid leasehold  interest in, each of the Acquired Assets and Interests
and each of the Transferred Subs will hold all of its assets and properties free
and  clear  of  all  claims,  liens  and  encumbrances,   except  for  Permitted
Exceptions.
Section 3.10 Ability to Conduct Business. The (i) Acquired Assets, (ii) Excluded
Assets,  (iii) tangible and intangible  assets  currently leased or owned by the
Transferred  Subs and (iv) the assets and rights made available  pursuant to the
Transition  Services  Agreement  and  the  Trademark  License  Agreement,  taken
together,  constitute  substantially  all of the tangible and intangible  assets
that are  required to conduct the  Business as of the  Effective  Date (it being
understood and agreed that nothing set forth in this Section 3.10  constitutes a
representation  or  warranty  that the  Business  can or will be operated at the
existing  performance  levels  following the Closing Date) or are otherwise used
primarily in the Business. The Acquired Assets and the tangible assets currently
leased or owned by the  Transferred  Subs are in good  operating  condition  and
repair, ordinary wear and tear excepted.

Section  3.11  Conduct of  Business.  From the date of the Balance  Sheet to the
Effective  Date,  neither the Seller nor any  Business  Sub has taken any action
that, if taken after the Effective Date, would violate Section 5.4 hereof.

Section  3.12  No  Undisclosed  Liabilities.  Except  (a)  for  liabilities  and
obligations  incurred in the ordinary  course  after the date of the  applicable
portion of the combining  Balance Sheet;  (b) for  liabilities  and  obligations
disclosed,  reflected  or fully  reserved for in the  applicable  portion of the
combining  Balance Sheet;  and (c) for liabilities  and obligations  incurred in
connection  with the actions  contemplated by Section 5.18, from the date of the
Balance  Sheet to the  Effective  Date,  no  Transferred  Sub has  incurred  any
material  liabilities  or  obligations  of any nature  that would  either (i) be
required to be reflected or provided  for in a balance  sheet of the  applicable
Transferred Sub prepared in accordance with the policies, procedures and methods
used to prepare the Balance Sheet or (ii) constitute an extraordinary contingent
liability or financing transaction not reflected on the applicable balance sheet
of each of the  Transferred  Subs as of June 30, 2001 with  respect to which the
related costs or charges have not been reflected in the Financial Statements.

Section 3.13 Taxes.

(a)  Each  Transferred Sub has (i) properly  completed and timely filed (or will
     timely file) all Tax Returns  required to be filed by such  Transferred Sub
     through the Closing Date (taking into account  applicable  extensions)  and
     (ii) paid or accrued (in  accordance  with  generally  accepted  accounting
     principles  in the  applicable  jurisdiction)  all Taxes shown to be due on
     such Tax Returns other than such Taxes as are being contested in good faith
     by such  Transferred  Sub and are so described on Schedule  3.13. As of the
     time of filing,  the  foregoing Tax Returns  correctly  reflected the facts
     regarding the income, business, assets, operations,  activities,  status or
     other  matters of the  Transferred  Sub or any  information  required to be
     shown thereon.
(b)  There are no ongoing or to the Seller's knowledge,  threatened,  pending or
     expected,   federal,   state,   local,   provincial   or  foreign   audits,
     investigations  or  examinations  of any Tax Return of any  Transferred Sub
     including  any  jurisdiction  where the  Transferred  Sub does not file Tax
     Returns.

(c)  There are no outstanding written requests, agreements,  consents or waivers
     to extend the statutory period of limitations  applicable to the assessment
     of any Taxes against any Transferred Sub.

(d)  No  Transferred  Sub is a party to or bound by any agreement  providing for
     the allocation or sharing of Taxes.

(e)  There  are no liens  for Taxes  upon the  Acquired  Assets or assets of any
     Transferred  Sub which are not  provided for in the Balance  Sheet,  except
     liens for Taxes not yet due and  payable  and for liens for Taxes  that are
     being contested in good faith and that are described on Schedule 3.13.

(f)  There are no  outstanding  rulings of, or requests  for,  rulings  with any
     Taxing Authority  addressed to the Transferred Subs that are, or if issued,
     would be binding on the Transferred Subs.

(g)  None of the Acquired  Assets is property which is required to be treated as
     being owned by any other  person  pursuant to the  so-called  "safe  harbor
     lease"  provisions  of former  Section  168(f)(8) of the Code.  None of the
     Acquired  Assets  directly or  indirectly  secures any debt the interest on
     which is tax exempt under Section 103(c) of the Code.  None of the Acquired
     Assets is "tax-exempt use property" within the meaning of Section 168(h) of
     the Code.

(h)  No Transferred Sub has participated in an international  boycott as defined
     in Section 999 of the Code.

(i)  Prior to Closing,  the Seller shall provide the Purchaser  with a clearance
     certificate  or similar  document(s)  which may be required by any state or
     foreign  taxing  authority  in  order  to  relieve  the  Purchaser  of  any
     obligation to withhold any portion of the Purchase Price.
(j)  Prior to Closing,  the Seller  shall  furnish the  Purchaser  an  affidavit
     stating,  under penalty of perjury, the transferor's United States taxpayer
     identification  number  and that the  transferor  is not a foreign  person,
     pursuant to Section 1445(b)(2) of the Code.

(k)  With respect to Comdisco  Services  (Canada)  Ltd.,  such  corporation  has
     withheld  from each payment  made to any of its past or present  employees,
     officers or directors and to any non-resident of Canada,  the amount of all
     Taxes and other  deductions  required to be withheld  therefrom  including,
     without  limitation,  all  employee  and  employer  portions  for  Workers'
     Compensation,  Canada Pension Plan and Unemployment  Insurance and has paid
     the same to the  proper  Tax or other  receiving  officers  within the time
     required under any applicable legislation.  Comdisco Services (Canada) Ltd.
     has remitted to the  appropriate  Tax Authority  when required by law to do
     so, all amounts collected by it on account of sales Taxes including GST.

(l) "Taxes"  shall mean any and all taxes,  fees,  levies,  compulsory  pension
     contributions or other assessments, including, without limitation, federal,
     state, local, or foreign income, corporate gross receipts,  excise, real or
     personal property, sales, withholding,  social security,  occupation,  use,
     service,  value added, license, net worth, payroll,  franchise,  severance,
     stamp, transfer,  registration,  premium, windfall, profits, environmental,
     customs  duties,   capital  stock,  capital  duty  profits,   unemployment,
     disability,  alternative or add-on minimum,  estimated or any similar taxes
     imposed by any Taxing  Authority  together with any interest,  penalties or
     additions to tax and  additional  amounts  imposed  with  respect  thereto,
     (including  any fee or  assessment  or other  charge in the nature of or in
     lieu of any tax) in each case,  whether or not disputed and  including  any
     transferee or secondary liability in respect of any tax (whether imposed by
     law,  contractual  agreement or otherwise)  and any liability in respect of
     any tax as a  result  of being a member  of any  Affiliated,  consolidated,
     combined,  unitary  or similar  group.  "Taxing  Authority"  shall mean any
     Governmental  Entity  responsible  for the  imposition or collection of any
     Taxes. "Tax Return" shall mean any report, return, document, declaration or
     other information or filing required to be supplied to any Taxing Authority
     or jurisdiction (foreign or domestic) with respect to Taxes.

Section 3.14 Property Leases.
(a)  Upon the entry of the Section 363/365 Order, the Seller will sell, transfer
     and assign to the Purchaser a valid leasehold interest with respect to each
     of the Property  Leases  which is a lease (as opposed to a sublease)  and a
     valid  subleasehold  interest  with respect to each of the Property  Leases
     which is a sublease free and clear of all liens,  claims,  encumbrances and
     security interests other than Permitted Exceptions.  Schedule 1.1(b)(vi)(B)
     and Schedule 3.14 identifies  instruments  through which the Seller derives
     its leasehold and subleasehold  interest in the Property Leases  (including
     all amendments thereto).

(b)  Set forth on Schedule  1.1(b)(vi)(B)  and  Schedule  3.14 is a complete and
     correct  list of all  Property  Leases  and all real  property  leased by a
     Transferred  Sub,  setting forth the address,  landlord and tenant for each
     such Property  Lease.  Complete and correct  copies of the Property  Leases
     (including  all  documents  supplemental  or ancillary  thereto)  have been
     delivered to, or made  available  for  inspection  by, the  Purchaser  and,
     except as  disclosed  to the  Purchaser  in writing,  none of the  Property
     Leases have been modified in any material respect.

(c)  Subject to the  provisions of the applicable  Property  Leases and all real
     property  leased by a Transferred  Sub,  each Property  Lease and each real
     property leased by a Transferred Sub grants the tenant under such lease the
     exclusive right to use and occupy the premises demised thereunder.  Each of
     the Seller and each Business Sub enjoys peaceful and undisturbed possession
     under  each of the  Property  Leases  and all  real  property  leased  by a
     Transferred Sub under which it is a tenant.

Section  3.15 Owned  Real  Property.  Set forth on  Schedule  1.1(b)(vi)(A)  and
Schedule 3.15 is a complete and correct list of all Owned Real Property and real
property owned by the  Transferred  Subs setting forth the address and legal and
beneficial owner of each such parcel of property.  Each parcel included on these
Schedules is assessed for real property tax purposes as a wholly independent tax
lot,  separate from adjoining land or  improvements  not  constituting a part of
that parcel. No rights of reversion or forfeiture apply to these properties.

Section 3.16 Real Property.

(a)  To the  knowledge  of the Seller,  the use and  operation of the Owned Real
     Property and the real property  that is the subject of the Property  Leases
     (for the purposes of this Section  3.16,  together  with any material  real
     property  owned  or  leased  by  a  Transferred  Sub  (and  to  the  extent
     applicable, referred to collectively as, the "Real Property") by the Seller
     and the  Transferred  Subs does not  violate  any  instrument  of record or
     agreement affecting the Real Property.
(b)  To the knowledge of the Seller,  (i) no  certificate,  permit or license or
     any  agreement,  easement or other right which is  necessary  to permit the
     lawful use and operation of the buildings  and  improvements  on any of the
     Real  Property or which is necessary to permit the lawful use and operation
     of all  driveways,  roads and other means of egress and ingress to and from
     any of the Real Property has not been obtained and is not in full force and
     effect,  and there is no pending threat of  modification or cancellation of
     any of the same, (ii) there is no written notice issued by any Governmental
     Entity of any  violation of any federal,  state,  municipal,  provincial or
     local law, ordinance,  order, regulation or requirement with respect to the
     Real Property,  (iii) there are no material  structural defects relating to
     any Real Property,  (iv) there is no Real Property the working condition of
     whose building improvements is such as could be reasonably likely to have a
     Material  Adverse  Effect and (v) since  January 1, 2000,  no casualty  has
     occurred  with respect to any Real Property for which there is no insurance
     in effect covering the cost of the restoration.

(c)  Neither the Seller nor any Business  Sub has  received  any written  notice
     that (i) any condemnation  proceeding is pending or threatened with respect
     to any Real  Property or (ii) any zoning,  building or similar  law,  code,
     ordinance,  order or  regulation  is or will be violated  by the  continued
     maintenance, operation or use of any buildings or other improvements on any
     Real  Property or by the  continued  maintenance,  operation  or use of the
     parking areas on any Real Property.

(d)  No current use by the Seller or any  Business  Sub of the Real  Property is
     dependent on a nonconforming use or other governmental approval the absence
     of which would  materially  limit the use of such properties or assets held
     for use in  connection  with,  necessary  for the conduct of, or  otherwise
     material to, the Business.

(e)  Schedule  3.16(e)  includes  a list of all the  land and  buildings  owned,
     controlled, occupied or used by any Transferred Sub or in relation to which
     any Transferred Sub has any right, interest or liability.

(f)  The Seller has not entered into any contract for sale or other  disposition
     of any interest in the Real Property.

(g)  As of the Effective Date,  except for any amounts  currently  subject to an
     audit by the Seller in the  ordinary  course,  the  Seller is current  with
     respect to the payment of any rent, service charge,  insurance rent, rates,
     taxes or other expenses in respect of any of the Real Property.
(h)  In  relation  to each  Property  Lease  and  each  property  leased  by the
     Transferred Subs:

     (i)  to  the  knowledge  of  the  Seller,  all  covenants,  conditions  and
          agreements  contained  in the  relevant  leases,  on the  part  of the
          landlord  and the  tenant,  have been  complied  with in all  material
          respects;

    (ii)  the Seller has received no written  notice or  complaint  alleging any
          breach or any refusal to accept rent;

    (iii) the Seller has not paid any rent or other payment more than 30 days in
          advance of the due date for payment;

    (vi)  no tenancy is being continued after the contractual expiry date;

     (v)  Schedule 1.1(b)(vi)(C) lists the agreements by which the Seller leases
          or subleases, as applicable,  certain portions of the Real Property to
          third parties (the  "Leases").  Except for the Leases,  Seller has not
          entered  into any lease or sublease  granting  any Person the right to
          occupy all or any portion of the Real Property,  and all Leases are in
          full force and have not been  modified or amended  except as disclosed
          to the  Purchaser.  Neither the Seller nor any Affiliate of the Seller
          has granted any option to purchase,  right of first refusal,  offer or
          other similar rights to any tenant under any of the Leases;

     (vi) such lease is in full force and effect; and

    (vii) the  Seller,  and/or an  Affiliate  is the holder of the  tenant's  or
          subtenant's  interest,  as the case  may be,  in the  Property  Lease,
          Seller has not  assigned  its  interest in the  Property  Lease to any
          other party;  and, except for the Leases,  Seller has not entered into
          any  sublease or any other  agreement  granting any party any right to
          occupy all or any portion of the  property  that is the subject of the
          Property Lease.
(viii) The Seller has provided or made  available to the  Purchaser  complete
          copies  of all  structural,  mechanical,  electric  and  environmental
          reports  relating  to the  Real  Property  which  are in the  Seller's
          possession or under its control.

Section  3.17  Litigation.  Except as could not be  reasonably  likely to have a
Material Adverse Effect:

(a)  There are no  Actions  pending  or, to the  knowledge  of the Seller or the
     Transferred  Subs,  threatened,  against,  relating  to  or  affecting  the
     Business, any Transferred Sub, any assets of Transferred Subs or any of the
     Acquired Assets;

(b)  The Seller has not received  notice of, and to the knowledge of the Seller,
     there  are no,  orders  or  decrees  of a court of  competent  jurisdiction
     outstanding  against  the  Seller  or  any  Business  Sub  that  materially
     restricts  the  operation of the  Business in the  ordinary  course or that
     could be reasonably likely to have a Material Adverse Effect.

Section 3.18 Environmental Compliance.

(a)  The Seller and each Business Sub is, and has been since January 1, 2000, in
     compliance  with all  applicable  Environmental  Laws,  including,  but not
     limited  to,   possessing   and  complying   with  all  Permits  and  other
     governmental  authorizations  required for its operations  under applicable
     Environmental Laws except for such noncompliance as could not reasonably be
     likely to have a Material Adverse Effect.

(b)  There is no pending or, to the knowledge of the Seller,  threatened Action,
     and, to the knowledge of the Seller,  there is no investigation  pending or
     threatened against or involving any Acquired Asset or Transferred Sub under
     or  pursuant  to  any   Environmental   Law  except  for  such  Actions  or
     investigations  as could not  reasonably  be  expected  to have a  Material
     Adverse  Effect.  Neither  the Seller  nor any  Business  Sub has  received
     written  notice  from  any  Person,   including  but  not  limited  to  any
     Governmental  Entity,  alleging  that it has been or is in violation in any
     material  respect of any applicable  Environmental  Law or otherwise may be
     liable under any applicable Environmental Law, which violation or liability
     is  unresolved  except  for  such  violation  or  liability  as  could  not
     reasonably be likely to have a Material Adverse Effect.
(c)  During  Seller's  or the  Business  Subs'  occupancy  at  any  of the  Real
     Property,  to the  knowledge  of the  Seller,  there  has been no  deposit,
     burial,  disposal,  release, spill or discharge of Hazardous Substances on,
     above,  underneath  or from  any of the  Real  Property,  except  for  such
     releases,  spills or discharges as could not reasonably be likely to have a
     Material Adverse Effect.

(d)  The  representations  and  warranties  set forth in this  Section  3.18 are
     Seller's  sole and  exclusive  representations  and  warranties  related to
     environmental matters.

(e)  For purposes of this Agreement:

     (i)  "Environmental Laws" means all federal,  state, local,  provincial and
          foreign laws; regulations,  rules and ordinances relating to pollution
          or protection of human health (as it relates to environmental matters,
          such as toxic tort or human exposure matters, but not as it relates to
          worker safety or Occupational  Safety and Health Act matters),  or the
          environment,  including, without limitation, laws relating to releases
          or threatened  releases of Hazardous  Substances  into the environment
          (including,   without  limitation,  ambient  air,  controlled  waters,
          surface  water,  groundwater,  water in sewers  or pipes or  conduits,
          land, surface and subsurface strata).

     (ii) "Hazardous  Substances"  means any chemicals,  materials or substances
          defined as or included in the  definition of  "hazardous  substances,"
          "hazardous  wastes,"   "controlled   waste,"  "hazardous   materials,"
          "hazardous constituents," "restricted hazardous materials," "extremely
          hazardous    substances,"    "toxic    substances,"    "contaminants,"
          "pollutants,"  "toxic  pollutants,"  or words of similar  meaning  and
          regulatory  effect under any applicable  Environmental  Law including,
          without limitation,  petroleum,  petroleum  products,  polychlorinated
          biphenyls,  asbestos and any substance  (alone or in combination  with
          any  other  substance)   likely  to  cause  significant  harm  to  the
          environment.

Section 3.19 Intellectual Property.

(a)  Schedule 1.1(b)(iv) sets forth a complete and accurate list of all material
     registered Acquired Intellectual Property.

(b)  Except as could not be reasonably likely to have a Material Adverse Effect:
(i)  the Seller,  the Selling Subs or the  Transferred  Subs own or possess
          adequate   licenses  or  other  legal   rights  to  use  all  Acquired
          Intellectual Property;

    (ii)  any applied for or registered  trademark or copyright or issued patent
          owned  by the  Seller  or any  Business  Sub that is  included  in the
          Acquired  Intellectual  Property  or, to the  knowledge of the Seller,
          used but not owned by the Seller or any  Business  Sub,  has been duly
          maintained,  and has  not  been  cancelled,  expired,  surrendered  or
          abandoned,  except where it has been  determined  by the Seller or any
          Business Sub in the ordinary course not to maintain, or to cancel, let
          expire, surrender or abandon such Acquired Intellectual Property;

   (iii)  except as set forth above,  all  registered  trademarks and copyrights
          and all issued patents included in the Acquired  Intellectual Property
          are subsisting and in full force and effect;

    (iv)  no written claims or  proceedings,  or to the knowledge of the Seller,
          written  threat of  claims,  have  been  asserted  by any third  party
          against  the Seller or any  Business  Sub  relating  to the use in the
          conduct of the Business of any Acquired  Intellectual  Property rights
          or  challenging or questioning  the validity or  effectiveness  of any
          Acquired  Intellectual  Property,  and to the knowledge of the Seller,
          the practice or use of the  Acquired  Intellectual  Property  does not
          infringe, misappropriate,  violate or dilute any Intellectual Property
          rights of any third party;

     (v)  no claims,  demands or  proceedings  are  pending by the Seller or and
          Business   Sub   charging   any   third   party   with   infringement,
          misappropriation,  dilution or violation of any Acquired  Intellectual
          Property  and to the  knowledge  of the  Seller,  no  third  party  is
          misappropriating,  infringing,  diluting  or  violating  any  Acquired
          Intellectual Property;
(vi)  no settlement agreements,  consents, judgments, orders, forbearance to
          sue or similar  obligations  limit or  restrict  the  Seller's  or any
          Business  Sub's rights in and to any Acquired  Intellectual  Property;
          and

   (vii)  each of the Seller and each  Business  Sub is and has been in material
          compliance with all applicable statutes,  regulations and rules of any
          jurisdiction, relating to the export and sale of computer software and
          technology,  including,  but not limited to U.S. Export Administration
          Regulations.

(c)  Schedule  3.19(c) lists all material  agreements  granting or obtaining any
     right  to use or  practice  any  rights  under  any  Acquired  Intellectual
     Property,   as  licensee  or  licensor   thereunder,   including,   without
     limitation, license agreements,  settlement agreements and covenants not to
     sue other  than  commercially  available  off-the-shelf  licensed  software
     (collectively,  the "IP License Agreements").  Each IP License Agreement is
     binding  against the Seller or a Business  Sub and in full force and effect
     and will continue to be binding against the Seller or a Business Sub and in
     full  force  and  effect  immediately  following  the  consummation  of the
     transactions  contemplated by this Agreement  except for such failure to be
     binding and in full force and effect that could not reasonably be likely to
     have a Material Adverse Effect.

(d)  The Seller and the Business Subs have taken  commercially  reasonable steps
     to maintain the confidentiality of their trade secrets. To the knowledge of
     the Seller,  (i) there has been no  misappropriation  of any material trade
     secrets or other material  confidential  Acquired  Intellectual Property by
     any Person, (ii) no employee, independent contractor or agent of the Seller
     or any  Business  Sub has  misappropriated  any trade  secrets of any other
     Person  in the  course  of such  performance  as an  employee,  independent
     contractor or agent, and (iii) no employee, independent contractor or agent
     of the  Seller or any  Business  Sub is in default or breach of any term of
     any material employment agreement,  non-disclosure agreement, assignment of
     invention agreement or similar agreement or contract relating in any way to
     the  protection,  ownership,  development,  use  or  transfer  of  Acquired
     Intellectual Property.
(e)  All  material  Software  and  Databases  owned or leased by the Seller or a
     Transferred Sub for use primarily in the Business and reasonably  necessary
     for the conduct of the  Business as  currently  conducted  are set forth in
     Schedule 3.19(e);  no such Software and Databases will be, by Seller or any
     Business Sub: altered,  redacted,  truncated,  rendered inoperative or less
     than  functional as of the Closing Date,  either in whole or in part, or in
     any other manner  compromised by or immediately  after the  consummation of
     the transaction  contemplated  hereby;  and, except as contemplated by this
     Agreement,  neither the Seller nor any Business Sub will require access to,
     use of or, in any  other  manner,  seek to  exploit  or  employ  any of the
     Software and Databases,  in whole or in part, following the consummation of
     the transactions  contemplated hereby. The Seller or a Transferred Sub owns
     or is licensed to use and transfer all such  Software  and  Databases,  and
     there  are  no  other  databases,   programs,  tools,  patches,   upgrades,
     components, rights, permissions or any other software that are not included
     in the  Acquired  Assets that will be  required  for the  Purchaser  or any
     Transferred Sub to employ such Software and Databases in the same manner as
     the Seller or any Business Sub used such  Software and  Databases  prior to
     the Closing Date, immediately following the consummation of the transaction
     contemplated  hereby.  The  Databases  being  transferred  to the Purchaser
     hereunder  include  all  of  the  Databases  that  are  fundamental  to the
     Business.

(f)  Schedule  3.19(f)  sets forth all of the  material  information  technology
     (including all applications  and software,  hardware systems and networking
     and  communications  assets,  including  databases)  owned or leased by the
     Seller or a  Transferred  Sub and used  primarily  in the  operation of the
     Business (the "Information Technology"),  except for information technology
     assets  included among the Excluded Assets and  specifically  identified on
     Schedule 3.19(f).  All of such Information  Technology is owned by, or held
     under an  appropriate  lease or license by, the Seller or by a  Transferred
     Sub,  as the  case  may  be,  free  and  clear  of all  liens,  claims  and
     encumbrances  of any  nature  (other  than  the  terms  of such  leases  or
     licenses);  no material claims have been asserted,  or, to the knowledge of
     the Seller,  threatened by any third party against the use by the Seller or
     a Transferred  Sub of any such  Information  Technology or  challenging  or
     questioning  the  validity or  effectiveness  of any license or lease under
     which such technology is held and the use of the Information  Technology by
     the  Seller  or a  Transferred  Sub  in the  Business  does  not  infringe,
     misappropriate, violate or dilute any right of a third party. Except as set
     forth on  Schedule  3.19(f),  neither  the Seller nor any  Transferred  Sub
     currently  licenses  (or is  obligated  to  license)  rights in any of this
     Information  Technology and all licenses  relating to it are enforceable in
     accordance with their terms.
(g)  To  the  knowledge  of  the  Seller,  no  Acquired  Intellectual  Property,
     including but not limited to the  Databases,  contains any  Self-Help  Code
     that would be triggered by the  Acquisition  or any  Unauthorized  Code. As
     used in this  Agreement:  "Self-Help  Code" means any back door, time bomb,
     drop dead device,  or other software routine designed to disable a computer
     program  automatically  with  the  passage  of time or under  the  positive
     control of a Person other than an authorized licensee or owner of a copy of
     the  program  or the right and title in and to the  program;  "Unauthorized
     Code" means any virus,  Trojan horse,  worm, or other software  routines or
     hardware components designed to permit unauthorized  access; or to disable,
     erase, or otherwise harm software, hardware, or data.

Section 3.20 Contracts.  Each of (i) the master technology services  agreements,
master  agreements,  master  business  continuity  agreements  and  professional
services agreements between a Transferred Sub and a customer,  pursuant to which
such customer is obligated to pay to such  Transferred  Sub $250,000 or more per
year is  listed on  Schedule  3.20(a)  and (ii) the  agreements,  contracts  and
arrangements  between  a  Transferred  Sub and a  vendor  or other  third  party
providing goods or services  including  strategic  alliances,  pursuant to which
such  Transferred Sub is obligated to pay $100,000 or more per year is listed on
Schedule 3.20(b),  (x) is in full force and effect,  except where the failure to
be in full force and effect  could not be  reasonably  likely to have a Material
Adverse Effect and (y) there are no existing  defaults by the  Transferred  Sub,
or,  to the  knowledge  of the  Seller or a  Transferred  Sub,  any other  party
thereto, thereunder, which default could be reasonably likely to have a Material
Adverse Effect.

Section 3.21 Employment and Labor Matters.

(a)  To the knowledge of the Seller,  the  Transferred  Subs or any Affiliate of
     Seller's  that is an  employer  of a  Mismatched  Employee  (a  "Mismatched
     Employer"), with respect to any Business Employee:

     (i)  Except as set forth on Schedule 3.21, none of the Seller,  Transferred
          Subs or Mismatched Employers are a party to any Collective  Bargaining
          Agreement or other labor or union contract;

    (ii)  there are no unfair  labor  practice  charges  pending  or  threatened
          against the Seller,  Transferred  Subs or Mismatched  Employers before
          the National  Labor  Relations  Board or any similar  state or foreign
          agency;

   (iii)  there  are  no  current  questions   regarding  union   representation
          questions;
(iv)  no union, works council, or other employee  representative body claims
          to  represent  or  is  recognized  or  accepted  by  the  Seller,  the
          Transferred  Subs or  Mismatched  Employers for purposes of collective
          bargaining, negotiation or consultation;

     (v)  there  is no  grievance  arising  out  of  any  Collective  Bargaining
          Agreement or other grievance procedure;

    (vi)  there have been no strikes, labor disputes,  slowdowns, work stoppages
          or lockouts during the past five years;

   (vii)  there is not any material  organizational  effort currently being made
          or threatened;

   (viii) the Seller,  Transferred  Subs and  Mismatched  Employers  have at all
          times been in material compliance with all applicable laws relating to
          employment and employment  practices,  including,  without limitation,
          terms and conditions of employment, wages, hours of work, occupational
          safety  and  health,  collective  bargaining,  the  payment  of social
          security  and  other  payroll  or  similar  taxes,   equal  employment
          opportunity, employment discrimination or harassment;

    (ix)  none of the Seller,  the Transferred Subs or Mismatched  Employers are
          liable for any  arrears of wages or  penalties  for  failure to comply
          with any of the foregoing;

     (x) none of the Seller,  the Transferred Subs or Mismatched  Employers are
          in receipt of a notice of the intent of any federal,  state,  local or
          foreign agency  responsible for the enforcement of labor or employment
          laws to  conduct  an  investigation  and no such  investigation  is in
          progress; and
(xi) there are no Actions  pending or threatened,  between the Seller,  the
          Transferred Subs or Mismatched  Employers and any Business Employee or
          any current or former  employee,  applicants  or class  thereof of the
          Seller,  Transferred Subs or Mismatched  Employers  alleging breach of
          any express or implied contract for employment,  any law or regulation
          governing   employment   or   the   termination   thereof   or   other
          discriminatory,  wrongful or tortious  conduct in connection  with the
          employment  relationship  excluding individual Actions where potential
          liability is less than $250,000  provided  that such Actions  excluded
          from Schedule 3.21 do not exceed $500,000 in the aggregate.

(b)  In the past five years,  there has been no (i) "plant  closing" (as defined
     in the WARN Act) affecting any site of employment or one or more facilities
     or operating units within any site of employment or facility related to the
     Business,  (ii) "mass  layoff" (as defined in the WARN Act)  affecting  any
     site of  employment  or  facility  related  to the  Business  or (iii)  any
     collective  redundancies,  social plan, layoffs or employment  terminations
     sufficient  in  number  to  trigger  application  of any state or local law
     similar in effect to the WARN Act.

(c)  If requested by the Purchaser,  the Seller shall undertake to provide prior
     to Closing and within a reasonable period of time following such request, a
     complete and accurate list  (redacted  where  necessary for the purposes of
     applicable  data  protection or privacy laws) of the following  information
     for each (i) Transferred Employee; (ii) Transferred Sub Employee; and (iii)
     Mismatched  Employee,  including  each such employee on leave of absence or
     layoff status:  employer;  name; job title;  current  compensation  paid or
     payable and any change in  compensation  since March 31, 2001;  accrued but
     unused vacation; and service history.

(d)  To the knowledge of Seller,  Transferred Subs or Mismatched  Employers,  no
     former or current (i) Transferred Employee;  (ii) Transferred Sub Employee;
     or  (iii)  Mismatched  Employee  is a party  to or  otherwise  bound by any
     agreement or arrangement, including any confidentiality, non-competition or
     proprietary  rights  agreement,  between such  employee or director and any
     other  Person,  including  the  Seller,  Transferred  Subs  and  Mismatched
     Employers, that in any way adversely affected,  affects, or will affect (i)
     the  employee's  right to perform his duties as an employee of the Business
     or (ii) the ability of the Purchaser to conduct the Business.

(e)  All employees who are engaged primarily in the operation of the Business in
     the United States are employed by Seller.
Section 3.22 Employee  Benefits.  (a) Schedule  3.22(a)  contains a complete and
correct list of all material  employee  benefit plans as defined in Section 3(3)
of  ERISA  ("Employee  Benefit  Plans")  and  of  all  other  material  employee
arrangements and commitments,  whether or not employee benefit plans (including,
without limitation, sick leave, vacation pay, severance pay, salary continuation
for disability, consulting or other compensation arrangements, retirement plans,
deferred  compensation plans, bonus plans,  incentive  compensation plans, stock
option or other stock incentive plans, equity compensation plans, employee stock
purchase plans, medical, dental and vision plans, life insurance and educational
assistance  programs)  sponsored  or  maintained  by  the  Seller  or  an  ERISA
Affiliate,  or to which  the  Seller  or an ERISA  Affiliate  contributes  or is
required  to  contribute,  or with  respect  to  which  the  Seller  or an ERISA
Affiliate  is a party for the benefit of, or has any  liability,  contingent  or
otherwise in relation to, any Transferred  Employee,  Mismatched Employee or any
employee or former employee of any of the Transferred Subs, except any statutory
plan, benefit or contribution  obligation  (collectively the "Seller Plans"). As
used herein, "ERISA Affiliate" shall refer to any trade or business,  whether or
not  incorporated,  under common  control with the Seller  within the meaning of
Section 414(b),  (c), (m) or (o) of the Code and, for the avoidance of doubt, is
to be  deemed  to refer to each of the  Business  Subs.  Except  as set forth in
Schedule 3.22, the Seller has made available to the Purchaser, where applicable,
complete and correct  copies of (i) all Seller Plans,  (ii) all related  summary
plan descriptions and any subsequent summaries of material modifications,  (iii)
the most recent financial statements,  (iv) the most recent annual reports (Form
5500  series in the case of Seller  Plans in the  United  States),  (v) the most
recent IRS  determination  letter  for all plans  qualified  under Code  section
401(a), (vi) appropriate evidence of tax-favored or tax-exempt status for Seller
Plans outside the United States,  (vii) the three most recent actuarial reports,
(viii) a copy of each trust  agreement or other  funding  arrangement,  (ix) all
material  correspondence  within the last  three  years  with  governmental  and
regulatory  authorities relating to any Seller Plan and (x) all current material
handbooks,  manuals,  Collective  Bargaining  Agreements  and similar  documents
governing employment policies, practices and procedures.
(b)  With  respect  to each  Employee  Benefit  Plan  required  to be  listed on
     Schedule 3.22(a) which is subject to the laws of the United States,  to the
     knowledge of Seller:  (i) each  Employee  Benefit Plan has been operated in
     material  compliance  with its terms and with the applicable  provisions of
     ERISA, the Code,  applicable  securities laws and all other applicable laws
     and the rules and regulations  promulgated  thereunder;  (ii) each Employee
     Benefit Plan which is intended to be  qualified  within the meaning of Code
     section  401(a) is so  qualified  and is,  as most  recently  amended,  the
     subject of a favorable  determination  letter as to its  qualification  and
     nothing  has  occurred,  whether by action or  failure  to act,  that could
     reasonably be expected to cause the loss of such  qualification;  (iii) all
     contributions  required  under the terms of such plans or under  applicable
     law have been made  within  the time  required  by law and the terms of the
     plans;  (iv) there have been no "prohibited  transactions" (as described in
     Section  4975 of the Code or in Part 4 of  Subtitle  B of Title I of ERISA)
     which are not exempt.

(c)  Neither Seller nor any ERISA Affiliate has ever maintained,  contributed or
     been  obligated to  contribute to a  "Multiemployer  Plan" (as such term is
     defined by Section  4001(a)(3)  of ERISA) or to any  Employee  Benefit Plan
     which is subject to the minimum funding  requirements of Part 3 of Subtitle
     B of Title I of ERISA or subject to  Section  412 of the Code.  None of the
     Transferring  Subs has, or would,  as a result of ceasing to participate in
     one of the Seller Plans as a result of the  Acquisition,  have, any special
     liability to  contribute to or make payments in respect of a Seller Plan in
     which it had ceased to participate.

(d)  None of the  Seller,  the  Transferred  Subs or any  Selling  Sub  and,  in
     relation to Mismatched  Employees,  no Affiliate or subsidiary of Seller is
     bound by any  Collective  Bargaining  Agreement  or any other  agreement or
     legally  binding  arrangement  (including  under  custom and  practice)  to
     maintain, with respect to any employee, any benefit plan.

(e)  In respect of any Seller Plan: (i) all reports and information  required to
     be provided to applicable  Governmental  Entities,  or to plan participants
     and their  beneficiaries  with  respect  to that  Seller  Plan have been so
     provided  except  where the failure to do so would not result in a Material
     Adverse Effect; (ii) there are no inquiries,  proceedings,  claims or suits
     pending or threatened by any  Governmental  Entity or by any participant or
     beneficiary  against  any of the  Seller  Plans,  the  assets of any of the
     trusts of or under  such  Seller  Plans or the Seller  Plan  sponsor or the
     Seller Plan  administrator,  or against any fiduciary of any of such Seller
     Plans with respect to the design, operation or administration of the Seller
     Plans, other than routine claims for benefits.

(f)  To the  knowledge  of the  Seller,  the  consummation  of the  transactions
     contemplated  herein will not, either alone or in combination  with another
     event,  (i) entitle any Transferred  Employee,  Mismatched  Employee or any
     current or former employee,  officer, director,  consultant or agent of any
     Transferred  Sub to severance pay,  unemployment  compensation or any other
     payment  or  benefit,  or (ii)  except  as set forth in  Schedule  3.22(f),
     accelerate  the time of payment or vesting of, or  increase  the amount of,
     compensation or benefits due to any such individual.
(g)  Other than  continuation of benefit coverage under group health plans as is
     required by  applicable  law, the cost of which is fully paid by the former
     employee or his or her  dependent,  none of the Seller or the Business Subs
     or, in relation to  Mismatched  Employees,  any  Affiliate or subsidiary of
     Seller  maintains  retiree  life or  retiree  health  plans  providing  for
     continuing  coverage  for any  employee or any  beneficiary  of an employee
     after the employee's termination of employment.

(h)  With  respect to all of the Seller  Plans  which are  subject to laws other
     than those of the United  States:  (i) each such Seller Plan is in material
     compliance with all applicable laws and regulatory requirements,  including
     relevant tax laws, and the requirement of any trust deed or other governing
     document  or   applicable   custom  or  practice,   under  which  they  are
     established; (ii) each Seller Plan which is intended to have tax-favored or
     tax-exempt  status has received all  necessary  certificates  and approvals
     from the relevant tax authority and nothing has occurred, whether by action
     or failure to act,  that could  reasonably be expected to cause the loss of
     such approval;  (iii) all employer and employee  contributions to each such
     Seller  Plan  required by law or by the terms of such plan have been timely
     made,  or, if  applicable,  accrued in  accordance  with normal  accounting
     practices;  (iv) the fair market  value of the assets of each funded  plan,
     the liability of each insurer for any plan funded through  insurance or the
     book  reserve   established  for  any  plan,   together  with  any  accrued
     contributions,  is sufficient to procure or provide for the accrued benefit
     obligations,  as of the  Closing,  with  respect to all  current and former
     participants  in such plan; (v) there have been no restricted or prohibited
     transactions in relation to any Seller Plan with the Seller,  any Affiliate
     of the  Seller  or any  person  connected  with  the  Seller  or any of its
     Affiliates.

Section 3.23 Brokers. Except for Goldman, Sachs, & Co., no Person is entitled to
any brokerage, financial advisory, finder's or similar fee or commission payable
by the Seller in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Seller.

Section 3.24  Accuracy.  No  representation  or warranty  made by Seller in this
Agreement or pursuant  hereto (a) contains any untrue  statement of any material
fact,  or (b) omits to state any fact that is necessary  to make the  statements
made,  in the context in which made,  not false or  misleading  in any  material
respect.
ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows:

Section 4.1 Organization.  The Purchaser is a corporation  validly existing and
in good standing under the laws of its jurisdiction of incorporation and has the
corporate power and authority and all necessary  governmental  approvals to own,
lease and operate its properties and to carry on its business as it is now being
conducted.  The  Purchaser  is duly  qualified  as a foreign  corporation  to do
business,  and is in good standing,  in each jurisdiction where the character of
its properties  owned or held under lease or the nature of its  activities  make
such qualification necessary, except where the failure to be so qualified and in
good standing could not be reasonably  likely to have a material  adverse effect
on the Purchaser.

Section  4.2  Authority  Relative  to this  Agreement.  The  Purchaser  has the
corporate  power and  authority to enter into this  Agreement  and the Ancillary
Agreements  and to carry  out its  obligations  hereunder  and  thereunder.  The
execution, delivery, and performance of this Agreement and each of the Ancillary
Agreements  by the  Purchaser  and  the  consummation  by the  Purchaser  of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
requisite  corporate actions.  This Agreement has been duly and validly executed
and delivered by the Purchaser. At the Closing, each of the Ancillary Agreements
will be duly and validly executed and delivered by the Purchaser.  Assuming this
Agreement  constitutes  a valid  and  binding  obligation  of the  Seller,  this
Agreement   constitutes  a  valid  and  binding   agreement  of  the  Purchaser,
enforceable  against the  Purchaser in accordance  with its terms,  and upon the
Closing  (assuming each of the Ancillary  Agreements will constitute a valid and
binding  obligation  of the  Seller)  each  of  the  Ancillary  Agreements  will
constitute a valid and binding agreement of the Purchaser,  enforceable  against
the Purchaser in accordance  with its respective  terms, in each case subject to
applicable  bankruptcy,  reorganization,  insolvency,  moratorium and other laws
affecting creditors' rights generally from time to time in effect and to general
equitable principles.
Section  4.3  Consents  and   Approvals.   Except  for   consents,   approvals,
authorizations,  declarations,  filings or  registrations  which may be required
under the HSR Act or similar  antitrust or competition  legislation in any other
applicable   jurisdiction,   no  consent,   approval  or  authorization  of,  or
declaration, filing or registration with, any Governmental Entity is required to
be made or obtained by the Purchaser in connection with the execution,  delivery
and  performance  of this  Agreement or any of the Ancillary  Agreements and the
consummation of the transactions contemplated hereby or thereby.

Section 4.4 No Violations.  Neither the  execution,  delivery or performance of
this  Agreement  or  the  Ancillary   Agreements  by  the  Purchaser,   nor  the
consummation  by  the  Purchaser  of the  transactions  contemplated  hereby  or
thereby,  nor compliance by the Purchaser  with any of the provisions  hereof or
thereof, will (a) conflict with or result in any breach of any provisions of the
articles or certificate of  incorporation,  as the case may be, or bylaws of the
Purchaser,  (b)  result in a  violation  or breach  of, or  constitute  (with or
without  due  notice or lapse of time) a  default  (or give rise to any right of
termination, cancellation, acceleration, vesting, payment, exercise, suspension,
or  revocation)  under any of the terms,  conditions  or provisions of any note,
bond, mortgage, deed of trust, security interest,  indenture, license, contract,
agreement,  plan or other  instrument  or obligation to which the Purchaser is a
party or by which the Purchaser or the  Purchaser's  properties or assets may be
bound or affected,  (c) violate any order, writ,  injunction,  decree,  statute,
rule or regulation applicable to the Purchaser or the Purchaser's  properties or
assets, (d) result in the creation or imposition of any encumbrance on any asset
of the  Purchaser  or (e) cause the  suspension  or  revocation  of any  permit,
license,  governmental  authorization,  consent or  approval  necessary  for the
Purchaser to conduct its business as currently conducted,  except in the case of
clauses (b), (c), (d) and (e) for violations,  breaches, defaults, terminations,
cancellations, accelerations, creations, impositions, suspensions or revocations
that could not  individually or in the aggregate be reasonably  likely to have a
material adverse effect on the Purchaser.

Section 4.5 Brokers.  Except for Broadview  Int'l LLC, no Person is entitled to
any brokerage, financial advisory, finder's or similar fee or commission payable
by the  Purchaser  in  connection  with the  transactions  contemplated  by this
Agreement based upon arrangements made by or on behalf of the Purchaser.

Section 4.6  Financing.  As of the  Execution  Date and on the Closing Date the
Purchaser will have  sufficient  funds  available to deliver the Unadjusted Cash
Purchase  Price to the Seller and consummate the  transactions  contemplated  by
this Agreement. Upon the consummation of the Acquisition, (i) the Purchaser will
not be insolvent,  (ii) the Purchaser will not be left with  unreasonably  small
capital,  (iii) the Purchaser will not have incurred debts beyond its ability to
pay such debts as they mature and (iv) the capital of the Purchaser  will not be
impaired.
ARTICLE V

                                    COVENANTS

Section 5.1 Bankruptcy Actions.

(a)  The  Seller  shall  promptly  provide  the  Purchaser  with  drafts  of all
     documents,  motions, orders, filings or pleadings that the Seller or any of
     its subsidiaries proposes to file with the Bankruptcy Court which relate to
     (i) this Agreement or the transactions  contemplated hereunder;  (ii) entry
     of the orders  described  in this Section  5.1;  (iii) the Section  363/365
     Motion;  and (iv) the  Purchaser,  and will  provide the  Purchaser  with a
     reasonable opportunity to review such documents in advance of their service
     and filing to the extent reasonably  practicable  under the  circumstances.
     The  Seller  shall,  and  shall  cause its  subsidiaries  to,  consult  and
     cooperate with the  Purchaser,  and consider in good faith the views of the
     Purchaser with respect to all such filings.

(b)  The Seller  shall  comply (or  obtain an order  from the  Bankruptcy  Court
     waiving  compliance)  with all  requirements  under the Bankruptcy Code and
     Federal Rules of Bankruptcy Procedure in connection with obtaining approval
     of the sale of the Interests and the Acquired  Assets under this Agreement.
     Notice of the Sale Hearing,  the 363/365 Sale Motion, and request for entry
     of the Section 363/365 Order and the objection  deadline shall be served by
     the  Seller in  accordance  with  Rules  2002,  6004,  6006 and 9014 of the
     Federal Rules of Bankruptcy Procedure and any applicable local rules of the
     Bankruptcy  Court on all Persons  required to receive notice in the Chapter
     11 Case under such rules, including,  but not limited to, all Persons which
     have  asserted  liens,  encumbrances  or other  interests  in the  Acquired
     Assets,  all  non-debtor  parties  to all  Acquired  Intellectual  Property
     License  Agreements,   Customer   Contracts,   Property  Leases  (including
     licensees and sublessees and  overlandlords),  and other contracts included
     in the  Acquired  Assets,  counsel to the  official  committee of unsecured
     creditors appointed in the Bankruptcy Case (if appropriate),  the Office of
     the United States  Trustee,  all indenture  trustees for debt issued by the
     Seller,  and  each  of  the  Seller's  creditors  (the  "Required  Creditor
     Notices").
In addition,  notice of the Section  363/365 Motion for the Section 363/365
Order, the Sale Hearing thereon and the objection deadline shall be given by the
Seller by  publication  of a notice (the  "Publication  Notice") in the New York
Times  and the Wall  Street  Journal  National  Edition.  Such  notice  shall be
published at the Seller's expense,  and such publication notice shall be in form
and substance reasonably satisfactory to the Purchaser.

Section 5.2 [Intentionally left blank.]

Section 5.3  Compliance  With  Bidding  Procedures  Process;   Maintenance  of
Confidentiality.  (a) The  Seller  shall  solicit  offers  for  the  sale of the
Acquired  Assets of the  Business  only to the extent of and as  provided by the
Bidding  Procedures and Overbid  Procedures  Order from the Effective Date until
the Closing Date.

(b)  The Seller shall provide or make  available to the Purchaser any non-public
     material  information with respect to the Seller and its subsidiaries  that
     it has  provided  to  any  third  party  in  accordance  with  the  Bidding
     Procedures.

(c)  The Seller shall not release any Person from, or waive any  provisions  of,
     any  confidentiality  agreement entered into in accordance with the Bidding
     Procedures.

(d)  The  Seller  shall  use  its  reasonable   best  efforts  to  maintain  the
     confidentiality   of  non-public   information  in  the  Seller  Disclosure
     Schedules.  In the event any Person  seeks to obtain the Seller  Disclosure
     Schedules without complying with the Bidding  Procedures,  the Seller shall
     use its reasonable best efforts to seek and obtain a protective  order with
     respect thereto.

Section 5.4 Conduct of Business by the Seller  Pending the Closing.  The Seller
covenants  and  agrees  that,  except  (i) as  expressly  contemplated  by  this
Agreement,  (ii) as  disclosed  in Schedule  5.4,  (iii) with the prior  written
consent of the Purchaser,  (iv) as required by,  arising out of,  relating to or
resulting  from,  the  filing of the  Petitions  or  otherwise  approved  by the
Bankruptcy Court or (v) to the extent required by the lenders in connection with
the Financing (so long as the Financing  shall not encumber or otherwise  impair
any Acquired Assets or assets of Transferred Subs after the Closing),  after the
Effective Date and prior to the Closing Date:
(a)  the Seller shall,  and shall cause its Affiliates to: (i) use  commercially
     reasonable  efforts to conduct the Business  only in the  ordinary  course,
     including  continuing to pay all obligations when due,  adequately  funding
     the Business and performing in all material respects all of its obligations
     under all agreements and instruments  relating to or affecting the Business
     or the  Acquired  Assets;  (ii) use good  faith  efforts to  maintain  good
     relations  with the customers of and vendors to the Business,  and with the
     employees of the Business;  and (iii)  maintain its good  standing,  or the
     local  equivalent in the jurisdiction of its organization and to cause each
     of the Transferred Subs to meet its debts in the ordinary course; and

(b)  the Seller  shall not,  and shall  cause its  Affiliates  not to,  take the
     following actions with respect to the Transferred  Subs, the Business,  the
     Interests and the Acquired Assets:

     (i)  any amendment, supplement, termination or cancellation of the articles
          of incorporation or by-laws or similar organizational documents of the
          Seller or a Business Sub;

    (ii)  the  issuance  or sale of any  additional  shares  of,  or  securities
          convertible  into or  exchangeable  for, or options,  warrants,  calls
          commitments  or rights  of any kind to  acquire  the  shares  of,  the
          capital  stock or equity or  membership  interests of any  Transferred
          Sub,  other than an issuance or sale of such of the  foregoing  to the
          Seller or one of the Selling Subs;

    (iii) a pledge,  mortgage,  acquisition,  sale,  lease or disposition of any
          Acquired  Assets,  the  Interests  or the  assets or  properties  of a
          Transferred  Sub  except in the  ordinary  course or any  transfer  of
          assets,  properties or employees from the Seller or a Transferred or a
          Selling Sub to an Excluded Sub (other than  advances or  contributions
          to the capital of an Excluded Sub by Seller in the ordinary course);
(iv) (A) the  incurrence or assumption of any long-term or short-term  debt
          (including  in respect of  capitalized  leases) or the issuance of any
          debt  securities  by a  Transferred  Sub except for  borrowings  under
          existing  lines of  credit  or from  the  Seller  in each  case in the
          ordinary course and in a manner consistent with past practice; (B) the
          assumption,  guarantee,  endorsement or otherwise  becoming  liable or
          responsible  (whether  directly,   contingently  or  otherwise)  by  a
          Transferred  Sub for the  material  obligations  of any  other  Person
          except  in the  ordinary  course  in an  amount  not  material  to the
          Business;  or (C) the  making  by a  Transferred  Sub of any  material
          loans,  advances or capital  contributions  to, or investments in, any
          other person, in each case other than in the ordinary course;

     (v)  the entering into new contracts or agreements  that are not terminable
          upon the  Closing  between a  Transferred  Sub on the one hand and the
          Seller,  a Selling Sub or an Excluded Sub or another  Affiliate of the
          Seller (other than a Transferred  Sub) on the other hand other than in
          the ordinary course and otherwise not material;

    (vi)  the  acquisition  or  disposition  by a  Transferred  Sub (by  merger,
          consolidation  or acquisition of stock or assets) of any  corporation,
          partnership or other business  organization or division thereof or any
          equity interest therein (other than in the ordinary course);

   (vii)  any increases in, or additions to, the compensation  payable to any of
          the  Transferred  Employees,  any of the  Mismatched  Employees or any
          employees  of the  Transferred  Subs,  including  pursuant to a Seller
          Plan, other than in the ordinary course or pursuant to existing Seller
          Plans or arrangements;

   (viii) a failure to maintain books,  records and accounts of the Seller,  any
          Transferred Sub or the Business in the ordinary course;

     (ix) a material  amendment to a contract included in the Acquired Assets or
          any contract or agreement to which a Transferred  Sub is a party other
          than in the ordinary course;

     (x)  a change of any of the  accounting  methods or procedures  used by the
          Seller or a Business Sub unless required by GAAP or applicable law;

     (xi) bringing, settling,  compromising or waiving any Action or legal right
          affecting the validity or value of any Acquired Assets, the Interests,
          the Business or any assets or properties of any  Transferred Sub other
          than in the ordinary course and if not material;
(xii) payment of any dividends or  distributions  or other return of capital
          by any Transferred Sub;

   (xiii) after October 1, 2001, make or commit to make capital  expenditures in
          excess of $2 million in the  aggregate  except in  furtherance  of the
          capital expenditure plans described in Schedule 5.13;

    (xiv) the amendment, variation,  termination or waiver of any Property Lease
          or rights thereunder;

     (xv) the grant or  acceptance  of any lease in  respect  of the Owned  Real
          Property;

    (xvi) except as provided in Section  5.18, a reduction  in the  workforce of
          the Business of more than 20 employees;

   (xvii) except  in the  ordinary  course,  enter  into  any  lease,  sublease,
          license,  broker  agreement,  service contract,  management  contract,
          utility  agreement  or  other  agreement  relating  to any of the Real
          Property  which  would be binding on the  applicable  property  or the
          Purchaser after the Closing; and

  (xviii) the  authorization  or  entering  into an  agreement  to do any of the
          foregoing.

Section  5.5 Access and  Information.  (a)  Subject to the  Bidding  Procedures,
applicable  law  and  the  reasonable  requirements  of the  Seller  to  protect
competitively  sensitive  information,  the Seller shall afford to the Purchaser
and  to  the  Purchaser's  financial  advisors,   legal  counsel,   accountants,
consultants,  financing sources and other authorized  representatives reasonable
access during normal  business hours  throughout the period prior to the Closing
Date to the books, records,  properties and personnel of the Seller, the Selling
Subs and the Transferred Subs and, during such period,  shall furnish reasonably
promptly to the  Purchaser  such  information  as the Purchaser  reasonably  may
request;
(b)  The Seller shall deliver to the Purchaser monthly  financial  statements of
     the  Business  prepared  on the  same  basis  as the  Financial  Statements
     (including balance sheets and income  statements),  on or before the end of
     the following month; and

(c)  The Seller  shall  notify the  Purchaser  promptly if any of the 25 largest
     customers  (measured  by revenue)  of the  Business  cancels or  materially
     modifies or terminates its contract,  agreement or arrangement or gives the
     Seller  written  notice  of its  assertion  or  intention  to do any of the
     foregoing.

Section 5.6 Approvals and Consents; Cooperation; Notification.

(a)  The  parties  hereto  shall use their  respective  commercially  reasonable
     efforts,   and  cooperate  with  each  other,  to  obtain  as  promptly  as
     practicable all approvals,  consents or waivers from Governmental  Entities
     required  in order to  consummate  the  transactions  contemplated  by this
     Agreement;  provided, however, that neither the Purchaser nor any Affiliate
     of the  Purchaser  shall be  required  to divest  itself  of any  business,
     operations,  assets or properties  (including,  without  limitation,  those
     acquired  hereunder)  or agree to limit the freedom of the Purchaser or its
     Affiliate  to conduct  any  business or  operation  in  connection  with or
     following the Closing, whether under the proceedings referred to in Section
     5.6(b) or otherwise.

(b)  The Seller and the  Purchaser  shall take all actions  necessary to file as
     soon as  practicable  (and in any event within five business days after the
     Execution Date) all notifications,  filings and other documents required to
     obtain all  approvals,  consents  or waivers  from  Governmental  Entities,
     including,  without  limitation,  under  the HSR  Act,  and to  respond  as
     promptly as  practicable  to any inquiries  received from the Federal Trade
     Commission,  the  Antitrust  Division of the  Department of Justice and any
     other Governmental  Entity for additional  information or documentation and
     to respond  as  promptly  as  practicable  to all  inquiries  and  requests
     received  from  any  Governmental  Entity  in  connection  therewith.   The
     Purchaser  agrees  to  take  promptly  all  commercially  reasonable  steps
     necessary  to avoid  or  eliminate  each and  every  impediment  under  any
     antitrust  or  competition  law that may be asserted  by any U.S.  federal,
     non-U.S.  national, state or local antitrust or competition authority so as
     to enable the parties to expeditiously close the transactions  contemplated
     by  this  Agreement.  Notwithstanding  anything  to the  contrary  in  this
     Agreement, the Seller may take all such actions necessary to facilitate the
     filing of notifications, filings and other documents required to obtain all
     approvals,  consents  or  waivers  from  Governmental  Entities,  including
     without  limitation under the HSR Act, in connection with Qualified Bidders
     (as defined in the Bidding Procedures). (1)
(c)  Each of the Seller and the Purchaser  shall give prompt notice to the other
     of the  occurrence or failure to occur of an event that would,  or with the
     lapse  of time  would,  cause  any  condition  to the  consummation  of the
     transactions contemplated hereby not capable of satisfaction.

(d)  If any judicial  action or proceeding is  instituted  (or  threatened to be
     instituted)  by a  Governmental  Entity or private  party  challenging  the
     Acquisition,  then (i)  Purchaser  shall  take  promptly  any and all steps
     necessary to prosecute  and defend all such  actions or  proceedings;  (ii)
     Seller shall  cooperate in all respects with  Purchaser in  contesting  and
     resisting  any such action or  proceeding  and  attempting to have vacated,
     lifted,  reversed or overturned any decree,  judgment,  injunction or other
     order, whether temporary,  preliminary or permanent,  that is in effect and
     that  prohibits,  prevents or restricts  consummation  of the  Acquisition;
     (iii)  Purchaser  shall have the right to control  the  defense of any such
     action or proceeding;  (iv)  Purchaser will pay all of Seller's  reasonable
     expenses  incurred by Seller in the  defense of such action or  proceeding;
     (v) Seller shall promptly  inform  Purchaser of any and all oral or written
     communication   between   Seller  and  any  third  party  relating  to  the
     Acquisition including any communication with a customer, supplier, hardware
     or software  manufacturer,  Governmental  Entity, or judicial body; and (v)
     Seller  shall  give   Purchaser  an   opportunity  to  participate  in  the
     communication if at all possible, and, in the case of communication written
     by Seller, give Purchaser an opportunity to review the communication before
     it is made.

Section  5.7  Additional  Matters.  Subject to the terms and  conditions  herein
provided,  each of the parties hereto agrees to use all commercially  reasonable
efforts  to take,  or cause to be taken,  all  action  and to do, or cause to be
done,  all things  necessary,  proper or  advisable  under  applicable  laws and
regulations to consummate and make effective the  transactions  contemplated  by
this  Agreement and to vest in the Purchaser or a Transferred  Sub all rights in
and to the assets and properties of the Business (other than Excluded Assets) in
accordance with this Agreement,  including, without limitation; the execution of
appropriate  separate purchase agreements in any jurisdiction  requiring such an
agreement to complete  the  transactions  contemplated  hereby;  the  subsequent
transfer of any Acquired  Assets which are not  transferred at the Closing;  and
the  execution  and delivery of such further  documentation  as either party may
reasonably  require  at or after the  Closing.  The  obligations  of each of the
Purchaser  and the  Seller  pursuant  to this  Article V shall be subject to any
orders entered or approvals or  authorizations  granted by the Bankruptcy  Court
and the Bankruptcy Code.
Section 5.8  Employment  of Business  Employees.  (a) Subject to the agreed upon
reduction  in force set forth in Section  5.18,  within five (5)  business  days
before  the  issuance  of the  Section  363/365  Order by the  Bankruptcy  Court
approving the  Acquisition by the Purchaser,  the Purchaser shall make offers of
employment,  effective as of the Closing Date, to (i)  substantially  all of the
employees  of the  Seller who are  primarily  engaged  in the  operation  of the
Business,  including,  specifically,  all  employees  who may be  subject to the
Assumed  SIP   Guarantees   (those  who  accept  such  offers  are  referred  to
collectively as the "Transferred  Employees") and (ii)  substantially all of the
employees  of  the  Seller's   Affiliates  and  subsidiaries   (other  than  the
Transferred  Subs) who are  primarily  engaged  in the  Business  in  respect of
jurisdictions  where the Business is operated by a Transferred Sub and who would
not otherwise  transfer to Purchaser's  group or a Transferred Sub automatically
by operation of law as a result of the  Acquisition and who have been identified
by Seller in a letter to Purchaser (those who accept such offers are referred to
collectively as the "Mismatched Employees"),  on terms and conditions that, with
respect to retention  bonus,  are  equivalent  in all  material  respects to the
retention  bonus  currently  offered  to  each  such  employee  by  the  Seller,
Transferred  Sub  and  Mismatched  Employer,   with  respect  to  salary,  sales
commissions and annual bonus are substantially  similar in all material respects
to those currently  offered to similarly  situated  employees of Purchaser,  and
with  respect  to other  matters,  are,  subject  to any  overriding  legal  and
regulatory requirements,  substantially similar, in the aggregate, in accordance
with  Purchaser's   established  policies,   including,   but  not  limited  to,
eligibility  requirements,  to those  currently  offered to  similarly  situated
employees of  Purchaser.  For the  avoidance  of doubt,  Purchaser is not hereby
obligated to employ any of the Transferred Employees or Mismatched Employees for
any particular period.

Notwithstanding the foregoing, the Purchaser shall not be liable for any amount
of any sales  commissions,  annual bonus or retention bonus attributable to any
period  prior to the Closing.  The Seller shall pay all amounts  accrued by any
Transferred  Employee  or  Mismatched  Employee  under the  Seller's  Incentive
Compensation  Plan,  Seller's or Mismatched  Employers' sales commission plans,
the Seller's Key  Performance  Award Plan or the  Seller's  Special  Management
Incentive Plan  (collectively,  the "Incentive Plans") with respect to any full
or partial  calendar  month ending on or before the Closing.  The provisions of
the preceding  sentence  shall apply only to liability to pay bonuses under the
plans described in this Section 5.8(a) and all other  compensation and benefits
payable to such Transferred Employees and Mismatched Employees shall be payable
to the same by their  respective  employers  during the  respective  periods of
employment.
Notwithstanding any provision in this Agreement,  the Purchaser shall recognize,
honor  and  assume  the  liability  for  each  such  Transferred  Employees  and
Mismatched Employee's accrued but unused vacation and sick time with the Seller,
Transferred Subs and Mismatched Employers, as accrued as of the Closing.

(b)  With respect to each employee of the  Transferred  Subs  ("Transferred  Sub
     Employee"),  the Purchaser  agrees to cause each Transferred Sub to provide
     all  employees  of such  Transferred  Sub with salary,  sales  commissions,
     annual bonus and retention  bonus,  which are  substantially  equivalent to
     those currently offered to each such employee by the Seller and Transferred
     Sub and with respect to other matters,  which are substantially similar, in
     the  aggregate,  to those  currently  offered to each such  employee by the
     Seller and Transferred  Sub, which terms and conditions will continue after
     the Closing Date for at least as long as is required by applicable law. For
     avoidance of doubt, Purchaser shall cause the Transferred Subs to be liable
     for any amount of sales  commissions,  annual bonus and retention bonus and
     special management  incentive bonus accrued by any Transferred Sub Employee
     prior to or after the Closing.

(c)  Seller shall use its  commercially  reasonable  endeavors to encourage  all
     Mismatched  Employees to accept  Purchaser's  offer of  employment.  Seller
     shall  indemnify  and  hold  harmless   Purchaser,   its  subsidiaries  and
     Affiliates  (including  the  Transferred  Subs) against any and all claims,
     losses, damages, expenses,  obligations and liabilities (including costs of
     collection,   attorneys'  fees  and  other  costs  of  defense)  which  the
     Purchaser,  its subsidiaries or Affiliates (including the Transferred Subs)
     may incur in connection  with any  termination  of employment by Seller and
     the  respective  Mismatched  Employer  of  any  employee  of  Seller  or  a
     Mismatched Employee who does not accept Purchaser's offer of employment.
(d)  As  used   hereinafter,   the  term   "Business   Employees"   shall  mean,
     collectively,   the  Transferred   Employees,   Mismatched   Employees  and
     Transferred  Sub  Employees.  Except  as  agreed  between  the  Seller  and
     Purchaser,  effective as of the Closing Date, the Business  Employees shall
     cease  participation  in  all of  the  Seller  Plans  and,  subject  to the
     Purchaser's  standard  policies,  including but not limited to  eligibility
     requirements,  commence  participation in plans sponsored or established by
     the  Purchaser (or the  appropriate  assignee for purposes of Section 1.11)
     including,  but not limited to health,  life insurance and disability plans
     ("Purchaser  Plans"). The Purchaser shall recognize and give credit for all
     service by each  Business  Employee with the Seller or any  predecessor  or
     Affiliate of Seller for purposes of eligibility, vesting and benefits under
     the  Purchaser's  employee  benefits plans and policies,  including but not
     limited to, flexible time off including vacation,  sick leave,  personal or
     family leave and retirement benefits, except for benefit accruals under any
     of  Purchaser's  defined  benefit plans and to the extent such credit would
     result in  duplication of benefits.  Notwithstanding  any provision in this
     Agreement,  the Purchaser  shall provide or cause the  Transferred  Subs to
     provide  to  each  Business  Employee  whose  employment  is  involuntarily
     terminated  within six (6) months of the Closing  Date  severance  benefits
     that are equivalent to those currently offered to each such employee by the
     Seller,  Transferred  Sub  or  Mismatched  Employer.   Notwithstanding  any
     provision in this Agreement,  those of the Purchaser Plans which are health
     benefit  plans  shall not,  with  respect to any  Business  Employee or any
     dependents  of such  employee,  limit or otherwise  restrict  participation
     thereunder for reason of any pre-existing  condition  limitation or waiting
     period in any such Purchaser  Plan.  Purchaser  shall use its  commercially
     reasonable  efforts to accommodate the direct rollover of eligible rollover
     distributions made to any Transferred Employees,  including loans, from the
     Comdisco  Retirement  Plan to the SunGard Data Systems Inc.  Savings  Plan,
     subject to  administrative  feasibility.  In  accordance  with  Purchaser's
     policies and stock option plans, the Purchaser shall issue stock options to
     key Business  Employees.  The Purchaser shall recognize and give credit for
     medical plan deductibles paid under Seller's plans by Transferred Employees
     who are subject to medical plan deductibles.

(e)  The Purchaser  shall  indemnify  and hold the Seller,  the Selling Subs and
     their  subsidiaries  and  Affiliates  harmless from and against any and all
     claims, losses,  damages,  expenses,  obligation and liabilities (including
     costs of collection,  attorneys' fees and other costs of defense) which the
     Seller,  the Selling Subs or their  subsidiaries or Affiliates may incur in
     connection with any suit or claim or violation  brought against the Seller,
     the Business Subs or their subsidiaries or Affiliates under the WARN Act or
     any similar  national,  multi-national,  state or local law that relates to
     actions  taken by the Purchaser on or after the Closing Date with regard to
     any site of employment or one or more  facilities or operating units within
     any site of employment of the business of the  Purchaser.  The Seller shall
     indemnify and hold harmless the Purchaser,  the Transferred  Subs and their
     respective  subsidiaries  and  Affiliates  against any such claims  losses,
     damages, expenses, obligations, and liabilities referred to in the previous
     sentence  that relates to actions  taken by the Seller or the Business Subs
     prior to the Closing Date.
(f)  If  requested  by Purchaser  Seller  shall  undertake  to provide  prior to
     Closing and within a  reasonable  period of time  following  such  request,
     accurate details of all material employment practices, policies, contracts,
     programs or  arrangements  applicable to employees and former  employees of
     the Transferred  Subs,  together with summaries of all material  employment
     rights and benefits  applying to such  individuals  by virtue of custom and
     practice.

(g)  The Seller shall use reasonable best efforts to cause the entry of an order
     approving  the  Incentive  Plans with  respect  to  amounts  payable to the
     Transferred Employees and the Mismatched Employees (the "Retention Order"),
     such that the  Retention  Order  becomes  a Final  Order on or prior to the
     entry of the Section 363/365 Order.

Section 5.9  Termination of Consent Decree.  Effective on the Closing Date, the
Seller and the Purchaser  shall  terminate the consent decree dated September 1,
1988 and all litigation  matters between the parties and their  affiliates,  and
shall exchange mutual releases with respect thereto (the "Mutual Release").

Section  5.10  Books and  Records.  For a period  of seven  (7) years  after the
Closing  Date (or such  longer  period as may be  required  by any  Governmental
Entity or legal proceeding):

(a)  the Purchaser  shall not dispose of or destroy any of the business  records
     and files of the Business transferred to it hereunder; and

(b)  the Purchaser  shall allow the Seller and any of its  directors,  officers,
     employees, counsel, representatives, accountants and auditors access to the
     Transferred  Employees,   employees  of  the  Transferred  Subs  and  other
     employees of the Purchaser or its subsidiaries  engaged in the operation of
     the  Business  and all  business  records  and  files of the  Sellers,  the
     Business  Subs or the Business  that are  transferred  to it in  connection
     herewith,  which are reasonably required by the Seller for purposes related
     to the Chapter 11 Case, tax matters and other reasonable business purposes,
     during  regular  business hours and upon  reasonable  notice and the Seller
     shall have the right to make copies of any such records and files.  Neither
     the Seller nor any of its  Affiliates  shall solicit for employment or hire
     any  Transferred  Employees,  employees  of the  Transferred  Subs or other
     employees  engaged in the  operation of the Business to which the Purchaser
     allows  access  under this  Section 5.10 for a period of 2 years after such
     access is last allowed.
Section 5.11 Termination of Intercompany Agreements.  On or prior to the Closing
Date, the Seller shall  terminate,  or shall cause to be terminated,  all of the
agreements, contracts or arrangements between a Transferred Sub on the one hand,
and the Seller, a Selling Sub or any other Affiliate of the Seller (other than a
Transferred  Sub) on the other  hand  relating  to the  provision  of  services,
cost-sharing  or  any  other   intercompany   arrangement,   including   without
limitation, such of the foregoing as are listed or described on Schedule 5.11.

Section 5.12 Nominal  Shareholders  of Comdisco  France.  The Seller shall cause
each of the nominal director  shareholders (as listed on Schedule A) of Comdisco
Continuity  Services  France S.A., a stock company  organized  under the laws of
France and one of the Transferred Subs ("Comdisco  France"),  to transfer his or
her  respective  share  of stock  in  Comdisco  France  to the  designee  of the
Purchaser at the Closing  without  payment of  additional  consideration  by the
Purchaser.

Section 5.13 Capital Expenditures. During the period between the Effective Date
and the Closing,  the Seller shall continue to fund and pursue, in all material
respects,  the capital expenditure  projects  substantially as described in the
Seller's current capital expenditure plan attached hereto as Schedule 5.13.

Section 5.14 Release of  Guarantees.  With  respect to any  guaranty,  letter of
credit of the Seller  assumed by the  Purchaser  as an  Assumed  Liability,  the
Purchaser shall use its  commercially  reasonable  efforts to have the Seller or
its  Affiliate  released  from such  guaranty  and, if  requested by the assured
parties,  shall substitute a substantially similar guaranty or letter of credit,
as applicable, in its place.

Section 5.15 Maintenance of Properties.  Until the Closing, the Seller shall use
its commercially  reasonable efforts to cause the Real Property and the Tangible
Personal   Property  included  in  the  Acquired  Assets  to  be  maintained  in
substantially  the same  condition that it has  heretofore  maintained  same and
shall  operate  the Real  Property  in  substantially  the same manner as it has
heretofore  operated same, and the Seller shall promptly inform the Purchaser in
writing of any material adverse change to the ownership, use, occupancy, leasing
or operation of any Real Property, whether or not insured against.

Section 5.16 Joinder of Selling Subs. The Seller shall cause each Selling Sub to
execute  and  deliver  at or prior  to  Closing,  a  joinder  to this  Agreement
substantially  in the form of  Exhibit I whereby  such  Selling  Subs  agrees to
transfer and sell to the  Purchaser  all of its rights and incidents of interest
to the Interests and the Acquired Assets.
Section 5.17 Insurance. The Seller shall use its commercially reasonable efforts
to maintain in effect all of the existing  contracts or policies of insurance to
the extent  relating to the Business.  With respect to any damage or destruction
of any of the  Acquired  Assets  prior to the Closing  Date for which the Seller
would be entitled to assert, or cause any Affiliate or other Person to assert, a
claim for recovery  under any contract or policy of insurance  maintained  by or
for the  benefit  of the  Seller or any  Affiliate  thereof  in  respect  of the
Acquired Assets, at the request of the Purchaser, the Seller will use reasonable
efforts to assert one or more claims under such  insurance  covering such damage
or  destruction.  In the case of any damage to or  destruction  of the  Acquired
Assets  occurring  prior  to the  Closing  Date  that is  covered  by  insurance
maintained  by the Seller or any  Affiliate  of the  Seller,  the  Seller  shall
deliver all insurance proceeds realized therefrom to the Purchaser at Closing or
as soon thereafter as collected by the Seller or such Affiliate.

Section 5.18 Web Hosting Reduction in Force. The Seller shall terminate or cause
the  Transferred  Subs to terminate the  employment of 60 to 70 employees in its
web services business at or prior to Closing;  provided,  however, that any such
employees  that  terminate  their  employment  with  Seller  or that  have  been
transferred  out of Seller's  web  services  business to another  open  position
within the  Business,  shall count as  terminated  employees for the purposes of
this section.  The  termination of employment of any such employees  employed by
Comdisco  Continuity  Services  (UK)  Limited  at the  Comdisco  site  in  Poole
(England)  or by any  other  Transferred  Sub shall be made in  accordance  with
applicable law.

Section 5.19 Real Estate  Credits and  Prorations.  The Seller and the Purchaser
shall prorate all rent,  additional  rent and other  payments under the Property
Leases and the Leases (and all other similar  customary  adjustments)  and Taxes
and  assessments  levied against the Owned Real Property as of 12:01 a.m. on the
Closing Date.  With respect to any amounts  (including  Taxes) that have not yet
been billed or otherwise determined,  the Seller and the Purchaser shall prorate
such amounts based on the most recent  ascertainable bill. The Purchaser and the
Seller  agree to prorate real estate  Taxes and  assessments  based on when such
Taxes and assessments are due and payable,  notwithstanding  when such Taxes and
assessments become a lien on the Owned Real Property.

Section 5.20 Lease of Rosemont Facility.  At or prior to Closing, the Seller and
the  Purchaser  shall enter into a lease  agreement  for space in the 6111 North
River Road,  Rosemont,  Illinois  building on  substantially  the same terms and
conditions  (including  price and term) on which the Seller  leases space in the
6133 North River Road, Rosemont, Illinois building.
Section 5.21 Confidentiality.  Seller acknowledges that Purchaser has legitimate
and  continuing  interests in the  protection  of the  confidential  information
related to the Business and that  Purchaser  is investing  substantial  sums and
will continue to invest  substantial sums to develop,  maintain and protect such
confidential  information.  From and after the  Closing,  Seller  shall not, and
shall cause each of its Affiliates not to, disclose,  furnish or make accessible
to any Person or use for its own benefit or the benefit of any other  Person any
trade secrets or other confidential or proprietary  information of the Business,
prospects  of the  Business and  financial  condition of the Business  including
without limitation any business plans,  financing plans,  financial information,
contract prices and other terms,  strategies,  methods and computer  programs of
the  Business;  and any  information  obtained  by or  revealed  to  during  any
negotiations  or review  relating to this Agreement or any Ancillary  Agreement,
provided  that such  protected  information  shall not include  (i)  information
required  to be  disclosed  by law,  subject  to  prior  consultation  with  the
Purchaser to the extent  reasonably  practicable,  (ii) information known to the
public or otherwise  available to the public without violation of this Agreement
by Seller and (iii)  information of the Business that also relates to a business
of Seller other than the Business, but only to the extent relating to such other
business.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

Section 6.1  Conditions Precedent to Obligation of the Seller and the Purchaser.
The respective obligations of each party to effect the transactions contemplated
by  this  Agreement  shall  be  subject  to the  satisfaction  of the  following
conditions:

(a)  The Bankruptcy  Court shall have entered in the Bankruptcy Case the Section
     363/365 Order (together with any related findings of fact or conclusions of
     law) approving this Agreement and the transactions  contemplated  hereby no
     later than November 5, 2001. The Section  363/365 Order shall not have been
     vacated,  stayed, amended,  reversed or modified. The Section 363/365 Order
     shall contain (or be  accompanied  by) findings of fact and  conclusions of
     law by the  Bankruptcy  Court that,  among other things,  find and conclude
     that  (y)  the  transactions  contemplated  hereby  are in good  faith  and
     otherwise satisfy the provisions of Sections 363 and 365, including Section
     363(m) of the Bankruptcy Code and (z) that the Seller has complied with the
     notice requirements of Rules 2002, 6004, 6006 and 9014 of the Federal Rules
     of Bankruptcy  Procedure and any applicable  rules of the Bankruptcy  Court
     with respect to the transactions contemplated by this Agreement.
(b)  the waiting period applicable to the Acquisition, if any, under the HSR Act
     shall have expired or been terminated,  all necessary and expedient foreign
     filings, in the reasonable opinion of the Purchaser  (including pursuant to
     antitrust  or  competition  legislation  in Canada or any other  applicable
     jurisdiction  similar to the HSR Act), shall have been made, all applicable
     waiting and other time periods (including any extensions thereof) under any
     applicable  legislation or regulation of any relevant foreign  jurisdiction
     shall  have  expired,  lapsed  or  been  terminated  and all  statutory  or
     regulatory obligations in any relevant foreign jurisdiction shall have been
     complied  with in each case in  connection  with the  Acquisition,  and all
     authorizations from any foreign Governmental Entity considered necessary or
     appropriate  in the  reasonable  opinion of the  Purchaser  shall have been
     obtained and all such authorizations remaining in full force and effect and
     there  being no notice of any  intention  to revoke,  suspend or  adversely
     restrict or modify any of the same;

(c)  no action,  suit or proceeding  (including  any  proceeding  over which the
     Bankruptcy  Court has  jurisdiction  under 28 U.S.C.  ss.  157(b)  and (c))
     brought by any Governmental Entity shall be pending to enjoin,  restrain or
     prohibit the Acquisition,  or that would be reasonably likely to prevent or
     make illegal the  consummation  of the  transactions  contemplated  by this
     Agreement.  For the avoidance of doubt,  the ongoing  investigation  by the
     Antitrust Division of the U.S. Department of Justice,  relating to the sale
     of the Business to Purchaser, by itself, would not be deemed a "proceeding"
     under this Section 6.1(c); and

(d)  no Governmental  Entity shall have issued any order,  decree or ruling, and
     there shall not be any statute, rule or regulation,  restraining, enjoining
     or prohibiting the consummation of the Acquisition.
(e)  Notwithstanding any provisions to the contrary contained in this Agreement,
     the Section  363/365 Order shall provide and declare that all right,  title
     and interest of the Seller under each of the contracts  included within the
     Acquired  Assets,  including but not limited to the IP License  Agreements,
     Customer Contracts and Property Leases shall, upon Closing,  be transferred
     and assigned to and fully and irrevocably  vest in the Purchaser and remain
     in full force and effect,  unless the Seller shall have obtained consent to
     the assignment and assumption by the Purchaser of the contracts in form and
     substance  reasonably  satisfactory  to the Purchaser.  The Section 363/365
     Order shall also declare and include or be  accompanied by findings of fact
     and conclusions of law of the Bankruptcy  Court which,  among other things,
     shall  determine  and declare:  (a) that each contract is in full force and
     effect and is an executory  contract of the Seller under Section 365 of the
     Bankruptcy Code; (b) that the Seller may assume each contract in accordance
     with  Section 365 of the  Bankruptcy  Code;  (c) that the Seller may assign
     each  contract in accordance  with  Sections 363 and 365 of the  Bankruptcy
     Code and any  provisions  in any contract  that  prohibit or condition  the
     assignment  of  such  contract  constitute  unenforceable   anti-assignment
     provisions  which are void and of no force and  effect;  (d) that all other
     requirements  and  conditions  under Section 363 and 365 of the  Bankruptcy
     Code for the  assumption  by the Seller and  assignment to the Purchaser of
     each contract  have been  satisfied;  (e) that upon Closing,  in accordance
     with Sections 363 and 365 of the Bankruptcy  Code,  the Purchaser  shall be
     fully and  irrevocably  vested in all  right,  title and  interest  of each
     contract,  including  but not limited to each Customer  Contract,  Property
     Leases and licensee or sublicensee under each IP License Agreement and that
     following the Closing, each contract shall remain in full force and effect;
     (f) the  assignments of each contract is in good faith under Section 363(b)
     and (m) of the Bankruptcy Code; and (g) that the Seller gave due and proper
     notice  of such  assumption  and  assignment  to each  landlord,  licensor,
     sublicensor  and other  non-debtor  party under each contract as well as to
     any sublicensees,  subtenants and landlords. The Section 363/365 Order, and
     any related  findings of fact and  conclusions  of law, with respect to the
     matters set forth in this Section  6.1(e))  shall be in form and  substance
     satisfactory  to the Purchaser.  All liabilities and costs required to cure
     as required by Section  365(b) of the  Bankruptcy  Code defaults  under the
     contracts as required by Section 365(b) of the Bankruptcy Code shall be the
     responsibility of the Seller.

Section 6.2  Conditions Precedent to Obligation of the Seller. The obligation of
the Seller to effect the  transactions  contemplated  by this Agreement shall be
subject to the  satisfaction  or waiver at or prior to the  Closing  Date of the
following additional conditions:

(a)  the Purchaser shall have performed in all material respects its obligations
     under this Agreement  required to be performed by the Purchaser at or prior
     to the Closing Date; and

(b)  each of the  representations  and warranties of the Purchaser  contained in
     this Agreement shall be true and correct in all respects (without regard to
     any  materiality  or  knowledge  exceptions  or  qualifications   contained
     therein)  as of  the  Closing  Date,  except  where  the  failure  of  such
     representations  and  warranties  to be so true and correct  does not,  and
     could not be  reasonably  likely to have a material  adverse  effect on the
     Purchaser or its ability to consummate the Acquisition.
Section 6.3  Conditions Precedent to Obligation of the Purchaser. The obligation
of the Purchaser to effect the transactions contemplated by this Agreement shall
be subject to the  satisfaction or waiver at or prior to the Closing Date of the
following additional conditions:

(a)  the Seller shall have  performed in all material  respects its  obligations
     under this Agreement  required to be performed by the Seller at or prior to
     the Closing Date;

(b)  each of the  representations and warranties of the Seller contained in this
     Agreement shall be true and correct in all respects  (without regard to any
     materiality or knowledge exceptions or qualifications contained therein) as
     of the Closing Date, except where the failure of such  representations  and
     warranties  to be so true and correct does not, and could not be reasonably
     likely to have a Material Adverse Effect; and

(c)  there shall not have occurred a Material Adverse Effect since the Effective
     Date.

                                   ARTICLE VII

                       TERMINATION, AMENDMENT, AND WAIVER

Section 7.1 Termination by Mutual  Consent.  This Agreement may be terminated at
any time prior to the Closing Date by mutual written  agreement of the Purchaser
and the Seller.

Section 7.2  Termination  by Either the Purchaser or the Seller.  This Agreement
may be  terminated at any time prior to the Closing Date by either the Purchaser
or the Seller if the Closing Date shall not have occurred on or before  December
5, 2001;  provided however,  that the right to terminate this Agreement pursuant
to this Section 7.2 shall not be available to any party whose failure to fulfill
any obligation  under this Agreement shall have been the cause of the failure of
the Closing Date to have occurred on or prior to such date.

Section 7.3  Termination by the  Purchaser.  This Agreement may be terminated at
any time prior to Closing by the Purchaser  (provided that it is not in material
breach of any representation,  warranty or covenant or other agreement contained
herein) if:
(i)    the Section 363/365 Order shall not have been entered by Bankruptcy Court
       on or prior to November 5, 2001,  and as of the time of such  termination
       has not been entered;

(ii)   the Retention  Order shall not have been entered by the Bankruptcy  Court
       and shall not have  become a Final  Order on or prior to the entry of the
       Section 363/365 Order and as of the time of such termination has not been
       entered and become a Final Order;

(iii)  upon (x) the  conversion  of the Chapter 11 Case to cases under chapter 7
       of the Bankruptcy Code, (y) the filing of a plan of reorganization by the
       Seller which does not provide for the sale of the Acquired  Assets to the
       Purchaser  under this  Agreement,  or (z) the appointment of a Chapter 11
       trustee in the Bankruptcy Case; or

(iv)   upon a willful  breach of any  covenant or  agreement  on the part of the
       Seller set forth in this  Agreement  such that the  condition  in Section
       6.3(a)  would  not be  satisfied;  provided,  that if any such  breach is
       curable  prior  to  December  5,  2001  through  the use of the  Seller's
       reasonable best efforts, so long as the Seller,  following written notice
       with  respect  to such  breach  from the  Purchaser,  shall be using  its
       reasonable  best  efforts  to cure such  breach,  the  Purchaser  may not
       terminate this Agreement pursuant to this Section 7.3(iv).
Section 7.4 Effect of Termination and Abandonment.  In the event of termination
of this Agreement  pursuant to this Article VII, written notice thereof shall be
given as promptly as  practicable  to the other party to this Agreement and this
Agreement  shall  terminate and the  transactions  contemplated  hereby shall be
abandoned,  without  further  action  by any  of the  parties  hereto.  If  this
Agreement is  terminated  as provided  herein (a) there shall be no liability or
obligation  on the  part of the  Seller,  the  Purchaser,  or  their  respective
officers,  directors and  Affiliates,  and all  obligations of the parties shall
terminate,  except (i) for the  obligations of the parties  pursuant to Sections
7.4  and  8.7,  and  (ii)  that  a  party  that  has   willfully   breached  its
representations,   warranties,  covenants,  or  agreements  set  forth  in  this
Agreement  shall be liable for  damages  occasioned  by such  breach,  including
without  limitation any expenses,  including the reasonable fees and expenses of
attorneys,  accountants  and  other  agents  incurred  by  the  other  party  in
connection with this Agreement and the  transactions  contemplated  hereby,  and
Purchaser shall have the right to commence an action for specific performance in
addition to other  remedies  hereunder;  and (b) all filings,  applications  and
other  submissions  made  pursuant  to the  transactions  contemplated  by  this
Agreement  shall,  to the extent  practicable,  be withdrawn  from the agency or
person to which made.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.1 Indemnification.

(a)  By the Seller.  The Seller  covenants  and agrees to defend,  indemnify and
     hold harmless the Purchaser, its Affiliates (including,  from and after the
     Closing,  the  Transferred  Subs) and the officers,  directors,  employees,
     agents, advisers and representatives of each such Person (collectively, the
     "Purchaser  Indemnitees")  from  and  against,  and  pay or  reimburse  the
     Purchaser  Indemnitees for, any and all claims,  liabilities,  obligations,
     losses,  fines,  costs,  royalties,  proceedings,  deficiencies  or damages
     (whether  absolute,  accrued,  conditional  or otherwise and whether or not
     resulting from third party claims),  including  out-of-pocket  expenses and
     reasonable  attorneys' and accountants'  fees incurred in the investigation
     or defense of any of the same or in asserting any of their respective right
     hereunder (collectively, "Losses") resulting from or arising out of:

     (i)    any breach or inaccuracy of any  representation  or warranty made by
            the Seller in Section  3.2(b),  Section  3.9,  Section 3.12 (but for
            purposes  of  this  indemnity  obligation  only,   substituting  the
            reference to "the Effective  Date" in Section 3.12 with "the Closing
            Date"), Section 3.13 or Section 3.18;

     (ii)    any breach by the Seller of any covenant or agreement hereunder;
(iii)  the costs reasonably  incurred by the trustees for the time being of
            the CDRS Pension Plan (the "Trustees")  attributable to -------- the
            professional   fees  of  advisers  and   administrators   reasonably
            appointed by the Trustees for the purpose of completing  the winding
            up of the CDRS  Pension  Plan,  and any  liability  incurred  either
            directly or by virtue of any  indemnity  owed to the Trustees  under
            Rule 25 of the Rules of the CDRS  Pension Plan (as amended by a deed
            of  indemnity  dated June 1, 1998) by Comdisco  Continuity  Services
            (UK) Limited in respect of the failure by the employer of any member
            or  former  member  of the  CDRS  Pension  Plan to pay  the  correct
            national insurance  contributions in respect of any member or former
            member employed by it;

     (iv)   all Excluded Liabilities;

     (v)    all TSA Losses (as defined in the Transition Services Agreement);
(vi)   the four underground  storage tanks (the "USTs") located beneath the
            parking lot at the 81 Sophers Lane, Poole, Dorset,  England property
            and the potential  contamination of soil and groundwater horizons at
            the premises known as Unit 1, Sterling Park, Gatwick Road,  Crawley,
            West Sussex (the  "Crawley  Premises")  and  identified  on Schedule
            3.18,  including,  without  limitation,  (A) the  removal and proper
            disposal  of the USTs and any  fuel or  other  substances  contained
            within  the USTs;  (B) the  collection  of soil and,  to the  extent
            required by applicable  Environmental  Law or to the extent required
            by customary practice as determined in the reasonable  judgment of a
            qualified  environmental  consultant  to be  selected by the Seller,
            groundwater  samples,  in order  to  determine  if there  has been a
            release of Hazardous  Substances into the environment  from the USTs
            or upon the  Crawley  Premises;  (C) if there has been a release  of
            Hazardous  Substances into the  environment,  the delineation of the
            extent of any such  contamination  and the development of a remedial
            plan with respect to such  contamination;  (D)  implementation of an
            appropriate  remedial plan with respect to any such release,  taking
            into account  applicable  Environmental  Laws and the current use of
            the real  property;  and (E) to the extent  required  by  applicable
            Environmental  Laws,  notifying the appropriate  Governmental Entity
            regarding   the  removal  of  the  USTs  and/or  the   environmental
            investigation  and  obtaining,  if  available,  a no further  action
            letter or closure letter from said Governmental  Entity with respect
            to the USTs or the Crawley  Premises,  as  applicable.  The Seller's
            indemnification of the Purchaser with respect to the USTs is subject
            to the  following  conditions.  The  Seller  shall have the right to
            manage and control the aforementioned tasks with respect to the USTs
            and the Crawley  Premises.  The Purchaser  shall grant to the Seller
            the  necessary  access to the real  property to allow the Seller and
            its  representatives  to  perform  the  removal  of the USTs  and/or
            environmental   investigation   and,   if   necessary,   remediation
            associated with the USTs or the Crawley Premises,  as applicable and
            the  Purchaser   shall  fully  cooperate  with  the  Seller  in  the
            performance of this work. The Seller shall provide reasonable notice
            to the  Purchaser of the Seller's  intent to conduct any work on the
            property.  The Seller shall make  reasonable  commercial  efforts to
            perform the work  hereunder  in a manner  which will not  materially
            disrupt the Purchaser's  operations,  provided,  that nothing herein
            shall  constitute a right of the  Purchaser  to  interfere  with the
            Seller's performance of said work if the Seller is unable to perform
            said work without interfering with the Purchaser's  operations.  The
            Seller  shall  provide  copies  of all  correspondence  and  reports
            received  from and  submitted to any  Governmental  Entity and shall
            provide  the  Purchaser  with a  reasonable  opportunity  to  submit
            comments on the Seller's  reports  prior to the  submission  of such
            reports to said  Governmental  Entity.  The Purchaser shall have the
            right to retain, at its own expense, its own attorneys, experts, and
            other  representatives  to oversee the Seller's  performance  of the
            work and to  review  any  correspondence  or  reports  generated  in
            connection with said work;

     (vii)  the  employment  by Comdisco  Continuity  Services  (France) S.A. of
            Francois Lukitsch and the termination of such employment;

     (viii) the  termination  of  employment of any of the employees of Comdisco
            Continuity  Services (UK) Limited or of any other Transferred Sub as
            referred to in Section 5.18;

     (ix)   any  adjustment  allocable  by Revenue  Canada to Comdisco  Services
            (Canada)  Limited  as a result  of the  final  determination  of the
            transfer  pricing audit  currently being conducted by Revenue Canada
            with respect to tax plans 1997, 1998 and 1999;
(x)    any  penalties,  fines,  or  adjustments  resulting  from the  final
            determination of the document review of the Comdisco Retirement Plan
            by the U.S.  Department  of  Labor,  Pension  and  Welfare  Benefits
            Administration  ("DOL")  pursuant  to the notice from the DOL to the
            Seller dated July 9, 2001, including, without limitation, any losses
            resulting from the disqualification of such plan as a result of such
            review; and

     (xi)   each  incident of a casualty  loss of  Acquired  Assets in excess of
            $500,000 per incident (and if the  aggregate of all such  casualties
            exceeds $1,000,000,  all amounts in excess of $1,000,000)  occurring
            prior to the Closing Date for which insurance  proceeds are not paid
            to the Purchaser pursuant to Section 5.17 prior to July 26, 2002.

(b)  By the Purchaser.  The Purchaser covenants and agrees to defend,  indemnify
     and hold harmless the Seller,  the Selling Subs,  their  Affiliates and the
     officers,  directors,  employees,  agents,  advisers and representatives of
     each such Person (collectively,  the "Seller Indemnitees") from and against
     any and all Losses resulting from or arising out of:

     (i)    any  inaccuracy  of  any  representation  or  warranty  made  by the
            Purchaser;

     (ii)   any breach by the  Purchaser of any  covenant or  agreement  made or
            contained herein; and

     (iii)  the Assumed Liabilities.
(c)  Indemnification  Procedures.  In the case of any claim  asserted by a third
     party against a party entitled to indemnification under this Agreement (the
     "Indemnified Party"), written notice (which notice shall describe the claim
     in reasonable  detail,  shall include all written materials related to such
     claim and shall,  if  practicable,  contain an  estimate of the Losses that
     have been or may be sustained by the  Indemnified  Party) shall be given by
     the Indemnified Party to the party required to provide indemnification (the
     "Indemnifying  Party")  promptly  after such  Indemnified  Party has actual
     knowledge  of any  claim  as to  which  indemnity  may be  sought,  and the
     Indemnified  Party shall permit the  Indemnifying  Party (at the expense of
     such  Indemnifying  Party)  to  assume  the  defense  of any  claim  or any
     litigation  resulting  therefrom,  provided  that (i) the  counsel  for the
     Indemnifying  Party  who  shall  conduct  the  defense  of  such  claim  or
     litigation shall be reasonably  satisfactory to the Indemnified Party, (ii)
     the Indemnified  Party may participate in such defense at such  Indemnified
     Party's  expense,  and (iii) the omission by any Indemnified  Party to give
     notice as provided herein shall not relieve the  Indemnifying  Party of its
     indemnification  obligation  under this Agreement except to the extent that
     such  omission  results in a failure of actual  notice to the  Indemnifying
     Party and such Indemnifying Party is prejudiced as a result of such failure
     to give notice.  Except with the prior written  consent of the  Indemnified
     Party, which shall not be unreasonably withheld or delayed, no Indemnifying
     Party,  in the defense of any such claim or  litigation,  shall  consent to
     entry of any  judgment or order,  interim or  otherwise,  or enter into any
     settlement  that  provides  for  injunctive  or  other  nonmonetary  relief
     affecting   the   Indemnified   Party  or  that  does  not  include  as  an
     unconditional term thereof the giving by each claimant or plaintiff to such
     Indemnified  Party of a release  from all  liability  with  respect to such
     claim or litigation.  In the event that the Indemnified Party shall in good
     faith  determine  that the conduct of the  defense of any claim  subject to
     indemnification  hereunder or any proposed  settlement of any such claim by
     the Indemnifying Party might be expected to affect adversely the ability of
     the Purchaser to conduct its business,  or that the  Indemnified  Party may
     have  available  to it one or  more  defenses  or  counterclaims  that  are
     inconsistent  with  one or more  of  those  that  may be  available  to the
     Indemnifying  Party in  respect of such  claim or any  litigation  relating
     thereto,  the  Indemnified  Party shall have the right at such time to take
     over and assume  control  over the  defense,  settlement,  negotiations  or
     litigation  relating to any such claim at the sole cost of the Indemnifying
     Party;  provided that if the Indemnified Party does so take over and assume
     control,  the  Indemnified  Party shall not settle such claim or litigation
     without the written consent of the Indemnifying  Party, such consent not to
     be unreasonably withheld. In the event that the Indemnifying Party does not
     accept the defense of any matter as above provided,  the Indemnified  Party
     shall  have the full right to defend  against  any such claim or demand and
     shall be  entitled  to settle or agree to pay in full such claim or demand.
     In any  event,  the  Indemnifying  Party and the  Indemnified  Party  shall
     cooperate in the defense of any claim or litigation subject to this Section
     8.1 and the records of each shall be available to the other with respect to
     such defense.
(d)  Indemnification  Limitations.  No  indemnification  under Section 8.1(a)(i)
     shall be required  with respect to any  individual  item of Loss unless the
     aggregate of all Losses of the Purchaser  Indemnitees  described in Section
     8.1(a) of this Agreement shall exceed $3,000,000,  in which case the Seller
     shall  be  liable  only  for  the  Losses  in  excess  of such  amount.  No
     Indemnification  under  Section  8.1(a)(iii)  shall be required  unless the
     aggregate of all Losses of the Purchaser Indemnitees shall exceed $200,000.
     The Purchaser  Indemnitees shall not be entitled to recover from the Seller
     more than $15,000,000 in the aggregate pursuant to Section  8.1(a)(v).  The
     Purchaser  Indemnitees  shall not be entitled to recover more than $500,000
     from the Seller in the  aggregate  with  respect to  indemnification  under
     Section  8.1(a)(vi).  The  Purchaser  Indemnitees  shall not be entitled to
     recover from the Seller more than $45,000,000 in the aggregate, pursuant to
     this Section 8.1.

(e)  Remedies Exclusive; Limitations on Remedies in this Agreement. The Seller's
     obligation  to  indemnify  the  Purchaser   Indemnitees  pursuant  to  this
     Agreement shall not exceed the amount of funds held for such purpose in the
     Escrow Account,  and notwithstanding  anything to the contrary contained in
     this  Agreement  but subject to Article VII, the  Purchaser  and the Seller
     acknowledge and agree (i) that the sole and exclusive  monetary recourse or
     monetary  remedy of the Purchaser  Indemnitees  with respect to a breach or
     inaccuracy of any  representation or warranty made by the Seller hereunder,
     any breach by the Seller of any  covenant or  agreement  hereunder  and all
     Excluded  Liabilities  shall  be  indemnification  in  accordance  with the
     provisions of this Article VIII,  (ii) that the Escrow  Account is the sole
     source of  funding  for any  claims for  indemnification  by any  Purchaser
     Indemnitee pursuant to this Article VIII and (iii) that once any funds have
     been  released  out of  the  Escrow  Account  to the  Seller  as  expressly
     contemplated by this Agreement, such funds shall cease to be subject to any
     claims for  indemnification  by any Purchaser  Indemnitee  pursuant to this
     Agreement or the Escrow Agreement.

(f)  Survival of Representations, Warranties, Covenants and Agreements.
(i)    The Seller's Representations,  Warranties, Covenants and Agreements.
            Except  for  the   representations  and  warranties  of  the  Seller
            contained  in  Sections  3.2(b),  3.9,  3.12,  3.13  and  3.18,  the
            representations  and  warranties  of the  Seller  shall not  survive
            Closing.  The representations and warranties of the Seller contained
            in  Sections  3.2(b),  3.9,  3.12,  3.13 and 3.18 shall  survive the
            execution and delivery of this  Agreement,  any examination by or on
            behalf of the parties hereto and the completion of the  transactions
            contemplated  herein,  for a period  ending  on  August 1, 2002 (the
            "Expiration  Date").  The covenants and agreements of the Seller set
            forth in this  Agreement  shall  survive  in  accordance  with their
            terms. All claims for  indemnification for breaches by the Seller of
            any representations,  warranties,  covenants and/or agreements under
            this  Agreement  must be asserted in a written  notice to the Seller
            prior  to the  Expiration  Date  and if any  such  claim is not made
            before the Expiration  Date, the Purchaser  acknowledges  and agrees
            that it shall not be  entitled to  indemnification  pursuant to this
            Section 8.1. So long as a Purchaser  Indemnitee  asserts a claim for
            indemnification   before  the   Expiration   Date,   such  Purchaser
            Indemnitee   shall  be  deemed  to  have  preserved  its  rights  to
            indemnification pursuant to this Section 8.1 regardless of when such
            claim is ultimately liquidated.

     (ii)   Purchaser's Representations,  Warranties,  Covenants and Agreements.
            The  representations  and  warranties of the Purchaser  contained in
            this  Agreement  shall  not  survive  Closing.   The  covenants  and
            agreements  of the  Purchaser  set  forth  in this  Agreement  shall
            survive in accordance with their terms.

(g)  Indemnification  Adjustment.  The amount of any Losses  shall be reduced by
     any amount received by an Indemnified Party under any insurance coverage or
     from any other party alleged to be responsible therefor (net of any cost of
     recovery),  and such  Indemnified  Party shall either (i) use  commercially
     reasonable  efforts to collect any amounts  available  under such insurance
     coverage or from such other party  alleged to have  responsibility  or (ii)
     assign to the  Indemnifying  Party  responsible for reimbursing such Losses
     all of its rights to collect under any insurance coverage or from any other
     party alleged to be  responsible  therefor,  provided,  however,  that such
     Indemnifying  Party  shall  be  under  no  obligation  to  accept  any such
     assignment,  if  such  collection  rights  are  non-assignable  or if  such
     Indemnifying Party reasonably determines that the assignment of such rights
     would materially decrease the amount of funds (net of any cost of recovery)
     that such  Indemnifying  Party  would  otherwise  be  entitled  to  receive
     pursuant  to  this  Section  8.1(g)  with  respect  to such  Losses.  If an
     Indemnified Party receives an amount under insurance  coverage or from such
     other  party  with  respect  to  Losses  at  any  time  subsequent  to  any
     indemnification  provided by this Section 8.1, then such Indemnified  Party
     shall promptly reimburse the Indemnifying Party for any payment made to the
     Indemnified Party by such Indemnifying  Party (net of any cost of recovery)
     in  connection  with  providing  such  indemnification  up to  such  amount
     received by the Indemnified Party. In addition,  no Indemnified Party shall
     be entitled to any duplication of  reimbursement  or  indemnification  with
     respect  to  any  Losses  which  constitute  a  breach  of  more  than  one
     representation, warranty, covenant or agreement contained herein.
Section  8.2  Transfer  Taxes;  Section  338  Election.  (a) The Seller and the
Purchaser will use reasonable  efforts and cooperate in good faith to exempt the
sale,  conveyance,  assignments,  transfers  and  deliveries  to be  made to the
Purchaser  hereunder from any sales, use, transfer,  documentary,  registration,
recording and other similar Taxes  (collectively,  "Transfer  Taxes") payable in
connection with such sale, conveyance, assignments, transfers and deliveries, to
the extent provided by Section 1146(c) of the Bankruptcy Code. In the event that
any  Transfer  Taxes are  assessed  or are  required  to be paid to  secure  the
admissibility  for any legal purpose of an instrument with respect to such sale,
conveyance,  assignments,  transfers or deliveries, such Transfer Taxes shall be
paid one half by the Purchaser and one half by the Seller.

(b)  The  Purchaser  may make the  election  provided in Section 338 of the Code
     with respect to its purchase of the equity  interests in one or more of the
     Transferred Subs.

Section 8.3  Notices.  All notices,  claims,  demands,  and other communications
hereunder shall be in writing and shall be deemed given upon (a) confirmation of
receipt  of a  facsimile  transmission,  (b)  confirmed  delivery  by a standard
overnight  carrier or when  delivered by hand, or (c) the expiration of five (5)
business days after the day when mailed by registered or certified mail (postage
prepaid,  return receipt requested),  addressed to the respective parties at the
following  addresses (or such other address for a party as shall be specified by
like notice):

(a)  If to the Purchaser, to

                                    SunGard Recovery Services
                                    1285 Drummers Lane
                                    Wayne PA, 19087
                                    Attention:  James Simmons, President

                                    with a copy to

                                    SunGard Data Systems Inc.
                                    1285 Drummers lane
                                    Wayne PA, 19087

                                    Attention:  Lawrence A. Gross
                                    Senior Vice President-Legal
                                    and General Counsel

                                    with a copy to
Blank, Rome, Comisky & McCauley LLP
                                    One Logan Square
                                    Philadelphia, PA  19103
                                    Telecopy:  (215) 569-5555
                                    Attention:  Samuel H. Becker, Esq.
                                                Fred Blume, Esq.

                                    and

(b)  If to the Seller, to

                                    Comdisco, Inc.
                                    6111 North River Road
                                    Rosemont, Illinois  60018
                                    Telecopy:  (847) 518-5088
                                    Attention:  Robert Lackey, Esq.
                                    Senior Vice President and Chief
                                    Legal Officer

                                    with a copy to

                                    Skadden, Arps, Slate, Meagher & Flom
                                    (Illinois)
                                    333 West Wacker Drive, Suite 2100
                                    Chicago, Illinois 60606
                                    Telecopy: (312) 407-0411
                                    Attention:  John Wm.  Butler, Jr., Esq.
                                                Charles W. Mulaney, Jr., Esq.

Section 8.4 Descriptive Headings.  The headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

Section  8.5  Entire  Agreement;  Assignment.  This  Agreement  (including  the
Exhibits,  Schedules and the other documents and instruments referred to herein)
(a) constitutes the entire  agreement and supersedes all other prior  agreements
and  understandings,  both  written and oral,  among the parties or any of them,
with respect to the subject matter hereof,  including,  without limitation,  any
transaction between or among the parties hereto and (b) shall not be assigned by
operation of law or otherwise, except as otherwise provided in Section 1.11.
Section 8.6  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to the rules of
conflict  of laws of the  State  of  Illinois  or any  other  jurisdiction.  The
Purchaser and the Seller  irrevocably and  unconditionally  consent to submit to
the  jurisdiction of the Bankruptcy  Court for any litigation  arising out of or
relating to this Agreement and the transactions  contemplated  hereby (and agree
not to commence any litigation relating thereto except in the Bankruptcy Court).

Section 8.7  Expenses.  Whether or not the  transactions  contemplated  by this
Agreement are  consummated,  all costs and expenses  incurred in connection with
this Agreement and the  transactions  contemplated  thereby shall be paid by the
party incurring such expenses,  except as otherwise  provided by Section 5.2 and
Section 5.6.

Section  8.8   Amendment.  This  Agreement  may  not  be  amended  except  by an
instrument in writing signed on behalf of all the parties hereto.

Section 8.9  Waiver.  At any time prior to the Closing Date,  the parties hereto
may (a) extend the time for the  performance of any of the  obligations or other
acts  of  the  other  parties  hereto,   (b)  waive  any   inaccuracies  in  the
representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto,  and  (c)  waive  compliance  with  any of the  agreements  or
conditions  contained herein. Any agreement on the part of a party hereto to any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed on behalf of such party.

Section 8.10 Counterparts;  Effectiveness. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which shall  constitute one and the same agreement.  This Agreement shall become
effective when each party hereto shall have received counterparts thereof signed
by all the other parties hereto.

Section 8.11 Severability;  Validity;  Parties in Interest.  If any provision of
this Agreement or the application  thereof to any person or circumstance is held
invalid or unenforceable,  the remainder of this Agreement,  and the application
of such  provision  to other  persons or  circumstances,  shall not be  affected
thereby,  and to such end, the  provisions  of this  Agreement  are agreed to be
severable.  Nothing in this Agreement, express or implied, is intended to confer
upon any person not a party to this  Agreement  any  rights or  remedies  of any
nature whatsoever under or by reason of this Agreement.
Section 8.12 Bulk Sales.  The Purchaser  hereby waives  compliance with any bulk
sales or other  similar laws in any  applicable  jurisdiction  in respect of the
transaction contemplated by this Agreement.

Section 8.13 Transfers  Not  Effected as of Closing.  Nothing  herein shall be
deemed to require the  conveyance,  assignment or transfer of any Acquired Asset
or Interest that by its terms or by operation of applicable law cannot be freely
conveyed,  assigned,  transferred  or assumed.  To the extent the parties hereto
have been  unable to obtain any  governmental  or any  third-party  consents  or
approvals  required under  applicable law for the transfer of any Acquired Asset
or  Interest,  and to the extent not  otherwise  prohibited  by the terms of the
Acquired  Asset or the  Interests,  the Seller or any of the Selling  Subs shall
continue to be bound by the terms of such applicable  Acquired Asset or Interest
and the Purchaser shall pay,  perform and discharge fully all of the obligations
of the Seller or any of the Selling Subs,  as  applicable,  thereunder  from and
after the Closing to the extent that the corresponding benefit is received.  The
Seller or any of the Selling Subs, as applicable,  shall, without  consideration
therefor, pay, assign and remit to the Purchaser promptly all monies, rights and
other consideration  received in respect of such performance.  The Seller or any
of the Selling  Subs,  as  applicable,  shall  exercise or exploit its rights in
respect of such Acquired Assets or Interests only as reasonably  directed by the
Purchaser and at the  Purchaser's  expense.  Subject to and in  accordance  with
Section 5.6 hereof,  for not more than 90 days  following the Closing Date,  the
parties  hereto  shall,  if  requested by the  Purchaser,  continue to use their
commercially  reasonable  efforts  to obtain  all such  unobtained  consents  or
approvals  required to be obtained by each of them as the  earliest  practicable
date.  If and when any such  consents or approvals  shall be obtained,  then the
Seller or any of the Selling  Subs, as  applicable,  shall  promptly  assign its
rights  and  obligations   thereunder  to  the  Purchaser   without  payment  of
consideration and the Purchaser shall,  without the payment of any consideration
therefor,  assume such rights and  obligations.  The parties  shall execute such
instruments as may be necessary to evidence such assignment and assumption.

                                   ARTICLE IX

                                   DEFINITIONS

     As used herein, the terms below shall have the following meanings:

     "Accountants" has the meaning set forth in Section 1.6(d).
"Accounts Receivable" has the meaning set forth in Section 1.1(b)(i).

     "Acquired Assets" has the meaning set forth in Section 1.1(b).

     "Acquired  Intellectual  Property"  has the  meaning  set forth in  Section
     1.1(b)(iv).

     "Acquisition" has the meaning set forth in the Recitals.

     "Action" means any claim,  charge,  action, suit,  arbitration,  mediation,
     inquiry,  proceeding or investigation by any private Person or Governmental
     Entity before any Governmental Entity or any arbitrator or mediator.

     "Affiliate"  of  a  Person  means  any  other  Person  that,   directly  or
     indirectly, through one or more intermediaries, controls, is controlled by,
     or is under common control with, the first mentioned Person.

     "Agreement" has the meaning set forth in the Preamble.

     "Ancillary  Agreements"  means  collectively  the Assignment and Assumption
     Agreement,  the Bill of Sale,  the  Transition  Services  Agreement and the
     Trademark License Agreement.

     "Assignment and Assumption  Agreement" has the meaning set forth in Section
     2.2(a)(v).

     "Assumed Liabilities" has the meaning set forth in Section 1.3.

     "Assumed SIP Guarantees" means the SIP Guarantees to the extent they relate
     to loans made to eight employees of the Seller who are primarily engaged in
     the operation of the Business and who become Transferred  Employees and one
     employee of a Transferred Sub if he remains employed at the Closing.  These
     individuals  will be identified to Purchaser by Seller at Closing,  and the
     outstanding  balance  of each such  loan as of  February  1, 2001 was:  (a)
     $1,349,760,  (b) $843,600,  (c) $337,440,  (d) $337,440,  (e) $843,600, (f)
     $421,800, (g) $421,800, (h) $337,400 and (i) $674,880.

     "Balance  Sheet" means the  unaudited  balance  sheet of the Business as of
     June 30, 2001.
"Bankruptcy Code" has the meaning set forth in the Recitals.

     "Bankruptcy Court" has the meaning set forth in the Recitals.

     "Bidding Procedures" means the bidding procedures in the Chapter 11 Case in
     the form attached as Exhibit H.

     "Bill of Sale" has the meaning set forth in Section 2.2(a)(ii).

     "Business" has the meaning set forth in the Recitals.

     "Business Employee" has the meaning set forth in Section 5.8(d).

     "Business Subs" means the Transferred Subs and the Selling Subs.

     "Cash Purchase Price" has the meaning set forth in Section 1.5.

     "Chapter 11 Case" has the meaning set forth in the Recitals.

     "Chapter 11 Expenses" means the costs incurred and expenses paid or payable
     by  the  Seller  or  any  of  its   subsidiaries  in  connection  with  the
     administration of the Chapter 11 Case, including,  without limitation,  (a)
     fees  and  expenses  related  to  the  Financing,  (b)  obligations  to pay
     professionals'  fees and  expenses in  connection  with the Chapter 11 Case
     (including, without limitation, fees of attorneys, accountants,  investment
     bankers,  financial advisors, and consultants retained by the Seller or any
     of its subsidiaries,  the creditors' committee or the pre-petition lenders,
     and any compensation  for making a substantial  contribution in the Chapter
     11 Case) and reimbursement of any expenses incurred by the Seller or any of
     its  subsidiaries  prior  to  the  Closing  Date  in  connection  therewith
     (including,  without limitation, any obligations to pay any holdback of any
     such fees and expenses), (c) fees and expenses payable to the United States
     trustee under Section 1930 of title 28, United States Code and (d) expenses
     of members of the creditors' committee.

     "Closing" has the meaning set forth in Section 2.1.

     "Closing Date" has the meaning set forth in Section 2.1.

     "Code"  means  the  Internal  Revenue  Code of  1986,  as  amended, or any
     successor statute thereof.
"Collective  Bargaining  Agreement"  means any agreement,  works council or
     arrangement  between, or applying to, one or more employees (whether or not
     Affiliates) and a union,  group of employees or an employee  representative
     body,  for  collective  bargaining  or other  negotiating  or  consultation
     purpose.

     "Customer Contracts" has the meaning set forth in Section 1.1(b)(ii)(A).

     "Databases" means records, data files, input materials,  reports, forms and
     other  data  received,  computed,  developed,  used  and/or  stored and all
     database management system software used in connection therewith.

     "Effective Date" has the meaning set forth in the Preamble.

     "Execution Date" has the meaning set forth in the Preamble.

     "Environmental Laws" has the meaning set forth in Section 3.18(e)(i).

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974, as
     amended.

     "Escrow Account" has the meaning set forth in Section 1.8.

     "Escrow Agent" has the meaning set forth in Section 1.8.

     "Escrow Agreement" has the meaning set forth in Section 1.8.

     "Escrow Amount" has the meaning set forth in Section 1.5.

     "Estimated  Cash  Purchase  Price"  has the  meaning  set forth in  Section
     1.5(b).

     "Excluded Assets" has the meaning set forth in Section 1.2.

     "Excluded Contracts" has the meaning set forth in Section 1.2(d).

     "Excluded Facilities" has the meaning set forth in Section 1.1(b)(ii)(B).

     "Excluded Liabilities" has the meaning set forth in Section 1.4.
"Excluded Subs" has the meaning set forth in Section 1.2(o).

     "Final  Order"  means an order of the  Bankruptcy  Court or other  court of
     competent jurisdiction: (a) as to which no appeal, notice of appeal, motion
     to amend or make  additional  findings  of fact,  motion  to alter or amend
     judgment,  motion for  rehearing  or motion  for new trial has been  timely
     filed  or,  if any of the  foregoing  has been  timely  filed,  it has been
     disposed of in a manner that  upholds and affirms the subject  order in all
     respects  without the possibility for further appeal or rehearing  thereon;
     (b) as to which the time for  instituting  or filing an appeal,  motion for
     rehearing or motion for new trial shall have  expired;  and (c) as to which
     no stay is in effect;  provided,  however, that the filing or pendency of a
     motion under Federal Rule of Bankruptcy  Procedure  9024(b) shall not cause
     an order not to be deemed a "Final Order" unless such motion shall be filed
     within  10 days of the  entry  of the  order at  issue.  In the case of the
     Section  363/365  Order, a Final Order shall also consist of an order as to
     which an  appeal,  notice of  appeal,  motion  to amend or make  additional
     findings a fact,  motion alter or amend  judgment,  motion for rehearing or
     motion for new trial has been filed, but as to which the Purchaser,  in its
     sole and absolute discretion, elects to proceed with Closing.

     "Financial Statements" has the meaning set forth in Section 3.5.

     "Financing"  means the  financing  provided  pursuant to any  post-petition
     credit  agreement  entered  into  among  the  Seller  and  certain  of  its
     subsidiaries  (but not  including  any  Transferred  Subs) and the  lenders
     signatory thereto, including any extension, renewal, refinancing, refunding
     or  replacement   (or  successive   extensions,   renewals,   refinancings,
     refundings or replacements) thereof.

     "GAAP" has the meaning set forth in Section 3.5.

     "Governmental Entity" means any federal, state,  provincial,  local, county
     or   municipal   government,    governmental,   judicial,   regulatory   or
     administrative  agency,  commission,  board,  bureau or other  authority or
     instrumentality, domestic or foreign.

     "HSR Act" has the meaning set forth in Section 3.4.
"Intellectual  Property" means all U.S. and other letters patent,  patents,
     patent  applications,  Software  and  know-how,  trade  names,  trademarks,
     copyrights,   service  marks,  trademark  registrations  and  applications,
     service  mark  registrations  and  applications   together  with  goodwill,
     copyright   registrations  and  applications,   trade  secrets,   licenses,
     registered and unregistered designs, drawings, blueprints,  specifications,
     technology, databases, confidential information, all other rights in and to
     or  interests  in the same,  web sites and the  content  thereon,  internet
     domain names, slogans, trade dress,  inventions,  methods and processes and
     all goodwill associated with the foregoing.

     "Interests" has the meaning set forth in the Recitals.

     "IP License Agreements" has the meaning set forth in Section 3.19(c).

     "Leases" has the meaning set forth in Section 3.16(h)(v).

     "Material  Adverse Effect" means any event,  condition or matter in respect
     of the  operation  of the  Business,  the  Transferred  Subs,  the Acquired
     Assets, the Interests and the Assumed Liabilities that,  individually or in
     the  aggregate,  results in or could  reasonably be expected to result in a
     material adverse effect on the business, assets,  properties,  liabilities,
     financial  condition  or  operations  of the  Business,  taken  as a whole;
     provided,  that,  any  event,  condition  or matter  that (i) is  generally
     applicable to (A) the industries and markets in which the Business operates
     or (B) the  United  States  and  global  economies  that  does  not  have a
     disproportionate effect on the Business or (ii) relates to foreign currency
     exchange  rate  fluctuations,  shall  in each  case be  excluded  from  the
     determination  of Material  Adverse  Effect;  provided,  further,  that any
     event, condition or matter resulting from the mere filing of the Chapter 11
     Case and the announcement of the Chapter 11 Case and the other transactions
     contemplated   by  this   Agreement   shall  also  be  excluded   from  the
     determination of Material Adverse Effect.

     "Mismatched Employees" has the meaning set forth in Section 5.8(a).

     "Mismatched Employer" has the meaning set forth in Section 3.21(a).

     "Mutual Release" has the meaning set forth in Section 5.9.

     "Owned Real Property" has the meaning set forth in Section 1.1(b)(vi)(A).

     "Permitted  Exceptions"  means,  with  respect  to any  Person,  any of the
     following liens:
(a)  liens on property  of the  Transferred  Subs with  respect to the
               payment  of Taxes,  assessments  or  governmental  charges in all
               cases which are not yet due or which are being  contested in good
               faith  by  appropriate  proceedings  and  with  respect  to which
               adequate  reserves  or other  appropriate  provisions  are  being
               maintained to the extent required by GAAP;

          (b)  liens on property of the Transferred Subs of landlords arising by
               statute and liens of suppliers, mechanics, carriers, materialmen,
               warehousemen  or  workmen  and  other  liens on  property  of the
               Transferred Subs imposed by law created in the ordinary course of
               business for amounts not yet due or which are being  contested in
               good faith by appropriate  proceedings  and with respect to which
               adequate  reserves  or other  appropriate  provisions  are  being
               maintained to the extent required by GAAP;

          (c)  deposits made in the ordinary  course in connection with worker's
               compensation,  unemployment  insurance  or other  types of social
               security benefits or to secure the performance of bids,  tenders,
               sales, contracts (other than for the repayment of borrowed money)
               and surety, appeal, customs or performance bonds;

          (d)  encumbrances arising by reason of zoning restrictions  easements,
               licenses,   reservations,   covenants,   rights-of-way,   utility
               easements,  building  restrictions and other similar encumbrances
               of record (other than monetary  encumbrances)  on the use of Real
               Property or any other  matters of record which do not  materially
               detract from the value of such Real  Property or  interfere  with
               the ordinary conduct of the business conducted and proposed to be
               conducted at such Real Property;

          (e)  encumbrances  arising  under leases or subleases of Real Property
               which do not in the aggregate  materially  detract from the value
               of such Real Property or interfere  with the ordinary  conduct of
               the business  conducted and proposed to be conducted at such Real
               Property; and

          (f)  financing  statements  evidencing  a  lessor's  rights  in and to
               Tangible  Personal Property leased to such Person in the ordinary
               course of such  Person's  business of a  consignor's  interest in
               good consigned to such Person in the ordinary course of business.

     "Permits" has the meaning set forth in Section 3.7(b).
"Person"  means  an  individual,  corporation,   partnership,  association,
     limited   liability   company,   trust,   joint   venture,   unincorporated
     organization,  other entity or group (as defined in Section 13(d)(3) of the
     Securities Exchange Act of 1934, as amended).

     "Petitions" has the meaning set forth in the Recitals.

     "Petition  Date" means the date on which the  Petitions  are filed with the
     Bankruptcy Court.

     "Property Leases" has the meaning set forth in Section 1.1(b)(vi)(B).

     "Purchaser" has the meaning set forth in the Preamble.

     "Purchaser Plans" has the meaning set forth in Section 5.8(d).

     "Qualified Bid" has the meaning set forth in the Bidding Procedures.

     "Qualified Bidder" has the meaning set forth in the Bidding Procedures.

     "Real Property" has the meaning set forth in Section 3.16.

     "Required Creditor Notice" has the meaning set forth in Section 5.1(b).

     "Retention Order" has the meaning set forth in Section 5.8(g).

     "Sale Hearing" means the hearing scheduled and held by the Bankruptcy Court
     on the approval of the sale of the Acquired Assets under the Agreement.

     "Section  363/365  Motion"  means  the  motion  filed by the  Seller in the
     Chapter 11 Case seeking entry of the Section 363/365 Order.
"Section  363/365  Order"  means  an  order  of the  Bankruptcy  Court,  in
     substantially  the form attached hereto as Exhibit E, approving the sale of
     the Acquired Assets and  assumption/assignment  of the executory  contracts
     and unexpired leases and Assumed  Liabilities under this Agreement pursuant
     to Sections  105,  363 and 365 of the  Bankruptcy  Code,  that has not been
     reversed, stayed, modified or amended in any material respects prior to the
     Closing Date.

     "Seller" has the meaning set forth in the Preamble.

     "Seller Disclosure  Schedule" has the meaning set forth in the introductory
     paragraph to Article III.

     "Seller Plans" has the meaning set forth in the Section 3.22(a).

     "Selling  Sub"  means any of (i) CDS  Foreign  Holdings,  Inc.,  a Delaware
     corporation,  (ii) Comdisco Ireland Limited,  a company organized under the
     laws of Ireland,  (iii) Comdisco Holdings (U.K.) Limited, a private limited
     company  organized  under the laws of the  United  Kingdom,  (iv)  Comdisco
     United Kingdom Limited,  a private limited company organized under the laws
     of the United  Kingdom,  (v) Comdisco Asia Pte., a private  limited company
     organized under the laws of Singapore,  and (vi) Comdisco Canada Limited, a
     corporation  organized  under the laws of  Ontario  and  collectively,  the
     "Selling Subs."

     "SIP Guarantees" means all of the liabilities and obligations of the Seller
     under the Facility and Guaranty  Agreement among Comdisco,  Inc., The First
     National Bank of Chicago,  as Agent,  and the Financial  Institution  Party
     hereto, dated as of February 2, 1998.

     "Software"  means  all  computer  software,  all  physical  representations
     thereof  (whether or not such  software  is complete or has been  released)
     including  source and  object  code,  all  corrections,  modifications  and
     enhancements  to such software  which are being  developed by the Seller or
     any Selling  Sub,  all options or programs  marketed  with or as part of or
     adjustment to such software,  all present and predecessor  versions of such
     software  (whether or not actually  marketed) and related source and object
     code,  and  all  specifications  and  documents  necessary  for the use and
     maintenance  of such  software,  including,  but not  limited  to, all user
     guides installation guides,  narrative  descriptions,  file layouts,  logic
     flow diagrams,  source and local  modules,  output  reports,  test or other
     data, test programs and other necessary  information that is owned, used or
     held in connection  with the software  including,  without  limitation  all
     copies of all of the foregoing.
"Tangible Personal Property" means equipment,  machinery,  computers,  data
     storage  devices,  furniture,   furnishings,   fixtures,  office  supplies,
     vehicles,  spare  parts  and all  other  tangible  personal  property  used
     primarily in the operation of the Business.

     "Tax Return" has the meaning set forth in Section 3.13(l).

     "Taxes" has the meaning set forth in Section 3.13(l).

     "Taxing Authority" has the meaning set forth in Section 3.13(l).

     "Title Company" has the meaning set forth in Section 1.9.

     "Title Policy" has the meaning set forth in Section 1.9.

     "Trademark License Agreement" has the meaning set forth in Section 1.10.

     "Transfer Taxes" has the meaning set forth in Section 8.2.

     "Transferred Employees" has the meaning set forth in the Section 5.8.

     "Transferred Sub" has the meaning set forth in the Recitals.

     "Transferred Sub Employee" has the meaning set forth in Section 5.8(b).

     "Transferred  Subrogation  Rights"  has the  meaning  set forth in  Section
     1.1(b)(xvii).

     "Transition  Services  Agreement"  has the  meaning  set  forth in  Section
     2.2(a)(vii).

     "TSA  Losses"  has  the  meaning  set  forth  in  the  Transition  Services
     Agreement.

     "Unadjusted Cash Purchase Price" has the meaning set forth in Section 1.5.

     "Vendor Agreements" has the meaning set forth in Section 1.1(b)(ii)(B).
"WARN Act" means the Worker  Adjustment and Retraining  Notification Act of
     1988.

     "Working Capital" has the meaning set forth in Section 1.6(b).

     "Working  Capital   Deficiency"  has  the  meaning  set  forth  in  Section
     1.6(a)(i).

     "Working Capital Statement" has the meaning set forth in Section 1.6(b).

     "Working Capital Surplus" has the meaning set forth in Section 1.6(a)(ii).
IN WITNESS  WHEREOF,  the Seller and the Purchaser have caused this Agreement to
be executed on their behalf as of the Execution Date by their officers thereunto
duly authorized.

                                    COMDISCO, INC.

                                    By:  /s/  Michael A. Fazio
                                       ------------------------------
                                       Name:    Michael A. Fazio
                                       Title:   President and Chief
                                                Operating Officer

                                    SUNGARD DATA SYSTEMS INC.

                                    By:  /s/  Richard C. Tarbox
                                       -------------------------------
                                       Name:    Richard C. Tarbox
                                       Title:   Senior Vice President-
                                                Corporate Development
ACQUISITION AGREEMENT

                                 by and between

                                 COMDISCO, INC.,

                                   as Seller,

                                       and

                            SUNGARD DATA SYSTEMS INC.

                                  as Purchaser

                       Dated effective as of July 15, 2001
TABLE OF CONTENTS
ARTICLE IPURCHASE AND SALE OF ASSETS......................................................................................2
         Section 1.1   Acquired Assets....................................................................................2
         Section 1.2   Excluded Assets....................................................................................6
         Section 1.3   Assumed Liabilities................................................................................8
         Section 1.4   Excluded Liabilities...............................................................................8
         Section 1.5   Purchase Price.....................................................................................9
         Section 1.6   Purchase Price Adjustment.........................................................................11
         Section 1.7   Allocation of Purchase Price for Tax Purposes.....................................................13
         Section 1.8   Escrow Agreement..................................................................................13
         Section 1.9   Title Insurance; Title Matters....................................................................14
         Section 1.10   Trademarks and Tradenames........................................................................14
         Section 1.11   Assignment of the Purchaser's Rights.............................................................14
         Section 1.12   Transition Services..............................................................................15
         Section 1.13   King of Prussia Facility.........................................................................15

ARTICLE IITHE CLOSING....................................................................................................15
         Section 2.1   Closing...........................................................................................15
         Section 2.2   Deliveries at Closing.............................................................................15

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE SELLER..................................................................18
         Section 3.1   Organization......................................................................................18
         Section 3.2   Capitalization of Business Subs...................................................................18
         Section 3.3   Authority Relative to this Agreement..............................................................19
         Section 3.4   Consents and Approvals............................................................................19
         Section 3.5   Financial Statements..............................................................................20
         Section 3.6   No Violations.....................................................................................20
         Section 3.7   No Default; Compliance with Applicable Laws; Permits. ............................................21
         Section 3.8   Books and Records.................................................................................21
         Section 3.9   Title to Property.................................................................................22
         Section 3.10   Ability to Conduct Business......................................................................22
         Section 3.11   Conduct of Business..............................................................................22
         Section 3.12   No Undisclosed Liabilities.......................................................................22
         Section 3.13   Taxes............................................................................................23
         Section 3.14   Property Leases..................................................................................25
         Section 3.15   Owned Real Property..............................................................................25
         Section 3.16   Real Property....................................................................................26
         Section 3.17   Litigation.......................................................................................28
         Section 3.18   Environmental Compliance.........................................................................28
         Section 3.19   Intellectual Property............................................................................30
         Section 3.20   Contracts........................................................................................33
         Section 3.21   Employment and Labor Matters.....................................................................33
         Section 3.22   Employee Benefits................................................................................36
         Section 3.23   Brokers..........................................................................................38
         Section 3.24   Accuracy.........................................................................................38

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE PURCHASER................................................................39
         Section 4.1   Organization......................................................................................39
         Section 4.2   Authority Relative to this Agreement..............................................................39
         Section 4.3   Consents and Approvals............................................................................39
         Section 4.4   No Violations.....................................................................................40
         Section 4.5   Brokers...........................................................................................40
         Section 4.6   Financing.........................................................................................40

ARTICLE VCOVENANTS.......................................................................................................41
         Section 5.1   Bankruptcy Actions................................................................................41
         Section 5.2   [Intentionally left blank.].......................................................................42
         Section 5.3   Compliance With Bidding Procedures Process; Maintenance of Confidentiality........................42
         Section 5.4   Conduct of Business by the Seller Pending the Closing.............................................42
         Section 5.5   Access and Information............................................................................45
         Section 5.6   Approvals and Consents; Cooperation; Notification.................................................46
         Section 5.7   Additional Matters................................................................................47
         Section 5.8   Employment of Business Employees..................................................................47
         Section 5.9   Termination of Consent Decree.....................................................................50
         Section 5.10   Books and Records................................................................................51
         Section 5.11   Termination of Intercompany Agreements...........................................................51
         Section 5.12   Nominal Shareholders of Comdisco France..........................................................51
         Section 5.13   Capital Expenditures.............................................................................51
         Section 5.14   Release of Guarantees............................................................................52
         Section 5.15   Maintenance of Properties........................................................................52
         Section 5.16   Joinder of Selling Subs..........................................................................52
         Section 5.17   Insurance........................................................................................52
         Section 5.18   Web Hosting Reduction in Force...................................................................52
         Section 5.19   Real Estate Credits and Prorations...............................................................53
         Section 5.20   Lease of Rosemont Facility.......................................................................53
         Section 5.21   Confidentiality..................................................................................53

ARTICLE VICONDITIONS PRECEDENT...........................................................................................54
         Section 6.1   Conditions Precedent to Obligation of the Seller and the Purchaser................................54
         Section 6.2   Conditions Precedent to Obligation of the Seller..................................................56
         Section 6.3   Conditions Precedent to Obligation of the Purchaser...............................................56

ARTICLE VIITERMINATION, AMENDMENT, AND WAIVER............................................................................57
         Section 7.1   Termination by Mutual Consent.....................................................................57
         Section 7.2   Termination by Either the Purchaser or the Seller.................................................57
         Section 7.3   Termination by the Purchaser......................................................................57
         Section 7.4   Effect of Termination and Abandonment.............................................................58

ARTICLE VIIIGENERAL PROVISIONS...........................................................................................58
         Section 8.1   Indemnification...................................................................................58
         Section 8.2   Transfer Taxes; Section 338 Election..............................................................65
         Section 8.3   Notices...........................................................................................65
         Section 8.4   Descriptive Headings..............................................................................67
         Section 8.5   Entire Agreement; Assignment......................................................................67
         Section 8.6   Governing Law.....................................................................................67
         Section 8.7   Expenses..........................................................................................67
         Section 8.8   Amendment.........................................................................................67
         Section 8.9   Waiver............................................................................................67
         Section 8.10   Counterparts; Effectiveness......................................................................67
         Section 8.11   Severability; Validity; Parties in Interest......................................................68
         Section 8.12   Bulk Sales.......................................................................................68
         Section 8.13   Transfers Not Effected as of Closing.............................................................68

ARTICLE IXDEFINITIONS....................................................................................................69
TABLE OF SCHEDULES

Schedule A                      Transferred Subs
Schedule B                      Business Subs
Schedule 1.1(b)(ii)(A)          Customer Contracts
Schedule 1.1(b)(ii)(B)          Vendor and Service Contracts
Schedule 1.1(b)(ii)(D)          Other Contracts
Schedule 1.1(b)(iii)            Tangible Personal Property
Schedule 1.1(b)(iv)             Acquired Intellectual Property
Schedule 1.1(b)(vi)(A)          Owned Real Property
Schedule 1.1(b)(vi)(B)          Property Leases
Schedule 1.1(b)(vii)            Permits
Schedule 1.1(b)(viii)           Other Equity Interests
Schedule 1.1(b)(ix)             Bank Accounts and Lockbox Arrangements
Schedule 1.1(b)(x)              Prepaid Items
Schedule 1.1(b)(xvi)            Other Acquired Assets
Schedule 1.2(d)                 Excluded Contracts
Schedule 1.2(i)                 Other Excluded Assets
Schedule 1.2(l)                 Excluded Corporate Services and Assets
Schedule 1.3                    Assumed Liabilities
Schedule 1.3(ii)                Property Lease Guarantees or Letters of Credit
Schedule 5.10                   Intercompany Agreements
Schedule 5.12                   Capital Expenditure Plan

TABLE OF EXHIBITS

Exhibit A                       Form of Bill of Sale
Exhibit B                       Form of Assignment and Assumption Agreement
Exhibit C                       Form of Transition Services Agreement
Exhibit D                       [Intentionally omitted.]
Exhibit E                       Form of Section 363/365 Order
Exhibit F                       Form of Trademark License Agreement
Exhibit G                       Form of Escrow Agreement
Exhibit H                       Bidding Procedures
Exhibit I                       Form of Joinder
EXHIBIT 99.2

      SunGard Completes Acquisition of Comdisco Business Continuity Assets;
        Combined Business Enhances Client Services and Product Offerings

Business Editors/Hi-Tech Writers

WAYNE,  Pa.  and  ROSEMONT,   Ill.--(BUSINESS  WIRE)--Nov.  15,  2001--  SunGard
(NYSE:SDS),  a global  leader in integrated  IT solutions  and  eProcessing  for
financial services, and Comdisco,  Inc. (NYSE:CDO) announced today completion of
the sale of Comdisco's Availability Solutions business to SunGard.

Earlier  today,  the U.S.  Circuit Court of Appeals for the District of Columbia
denied the motion by the U.S.  Department of Justice to delay closing  pending a
possible  appeal  of  yesterday's  ruling  by the U.S.  District  Court  for the
District  of  Columbia.  The  District  Court  ruled in  SunGard's  favor in the
antitrust  suit  brought  by  the  Justice   Department  seeking  to  block  the
transaction.

The total  purchase  price was $825  million  in cash,  plus  approximately  $25
million  paid for  working  capital  received in excess of  agreed-upon  levels.
SunGard  did not  assume  any  Comdisco  bank or public  debt,  but  funded  the
transaction in part with $450 million of new bank debt.

Included in the transaction  are Comdisco's  U.S.-based  Availability  Solutions
unit, as well as its professional  services  organization,  Web-hosting business
and related operations in the United Kingdom and France.

James L. Mann,  chairman  and chief  executive  officer of  SunGard,  commented,
"SunGard's  acquisition  of Comdisco's  business  continuity  assets ensures the
presence of a financially solid,  hardware-neutral  vendor,  focused on the best
interests of all customers.  Importantly,  customers will benefit from a greater
geographic  presence  with more  facilities,  platforms,  network  capacity  and
technical personnel, with increased operating efficiencies."

"Comdisco and SunGard both have extremely capable staffs that will work together
to support our  combined  customer  base.  We have always been  impressed by the
dedication of Comdisco's  availability solutions personnel,  and we welcome them
to our company," Mr. Mann added.

Norm Blake, chairman and chief executive officer of Comdisco, said, "We are very
pleased to be able to complete this transaction  with SunGard,  which is clearly
in the best interests of all the Comdisco stakeholders. The transaction not only
brings the highest and best value for the business, but will assure the delivery
of the  highest  level of service to our  customers,  while  creating  excellent
opportunities for our employees.  We are actively at work with SunGard to ensure
a seamless transition."

SunGard will provide  additional  information  regarding this acquisition  early
next week. At that time,  SunGard will also conduct a Web cast, details of which
will be issued closer to the event.

About SunGard Business Continuity and Internet Services

SunGard  Business  Continuity  and Internet  Services is an  operating  group of
SunGard  that offers its clients a complete  range of  enterprise  IT services -
planning,  building,  protecting  and  managing  corporate  IT  assets.  SunGard
Recovery   Services   provides   business    continuity    services    including
high-availability   infrastructure/electronic  vaulting  services,  hot-and-cold
sites,  recovery  network  services and work group recovery.  SunGard  eSourcing
specializes  in  complex  managed  hosting  services,  comprehensive  system and
network management services, high-performance Internet access and high-bandwidth
networking.  SunGard Planning Solutions provides business continuity  consulting
services,  technical  consulting  services,  and client  server and  web-enabled
business continuity planning software.

About SunGard

SunGard (NYSE:SDS) is a global leader in integrated IT solutions and eProcessing
for financial  services.  SunGard is also the pioneer and a leading  provider of
high-availability  infrastructure for business continuity.  With annual revenues
in excess of $1 billion,  SunGard  serves  more than  20,000  clients in over 50
countries,   including  47  of  the  world's  50  largest   financial   services
institutions. Visit SunGard at www.sungard.com.

"Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995

Statements about the Company's  outlook for 2001,  statements about the expected
effects on SunGard of the acquisition of Comdisco's  business  continuity assets
and all  other  statements  in this  release  other  than  historical  facts are
forward-looking  statements that are subject to risks and uncertainties that may
change at any time and differ from actual  results.  Forward-looking  statements
include  information  about  possible  or assumed  future  financial  results of
SunGard and usually  contain  words such as  "believes,"  "intends,"  "expects,"
"anticipates,"   or   similar   expressions.   SunGard   derives   most  of  its
forward-looking  statements from its operating budgets and forecasts,  which are
based  upon  many  detailed   assumptions.   While  SunGard  believes  that  its
assumptions are reasonable,  it cautions that there are inherent difficulties in
predicting  certain  important  factors,  such as the  timing and  magnitude  of
software  sales,  the  ramifications  of the events of September  11, 2001,  the
effect of general  economic and market  issues on software  and services  buying
decisions,  the timing and scope of technological  advances, the integration and
performance  of  acquired  businesses,   including  the  availability  solutions
business of Comdisco,  the  prospects  for future  acquisitions,  the ability to
attract and retain key  personnel,  and the overall  condition of the  financial
services  industry.  The factors set forth in this  paragraph  and other factors
which may affect SunGard or its ability to complete acquisitions and realize the
expected  benefits of  acquisitions,  as and when  applicable,  are discussed in
SunGard's  filings with the  Securities and Exchange  Commission,  including its
most recent  Form 10-K,  a copy of which may be obtained  from  SunGard  without
charge.

CONTACT: SunGard
         Madeline Hopkins, 610/341-4357
            or
         Michael J. Ruane, 610/341-8709
             or
         Comdisco
         Mary Moster, 847/518-5147