content: <PAGE>
  
  SECURITIES AND EXCHANGE COMMISSION
  
  WASHINGTON, D.C. 20549
  
  
  
  FORM 8-K
  
  
  
  PURSUANT TO SECTION 13 OR 15(D) OF THE 
  
  SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
  
  Date of Report (Date of earliest event report)   May 1, 1996    
                                                      
  
  
  
  Commission File Number         0-12516                          
                                                                
  
  
  
  
  
  Dynamic Healthcare Technologies, Inc.                           
                                                               
  
  (Exact name of registrant as specified in its charter)
  
  
  
  
  
  Nebraska                                                       
  0-12516                                47-0643468                
  
  (State or other jurisdiction                 (Commission File
  Number)                (IRS E.I.N.)
  
    of  Incorporation)
  
  
  
  
  
  101 Southhall Lane, Suite 210                   Maitland,
  Florida                32751                                
  
  (Address of principal executive offices)		           (ZIP Code)
  
  
  
  
  
  (407) 875-9991                                                  
                                                                  
           
  
  (Registrant's telephone, including area code)
  
  
  
  
  
  None                                                            
                                                                  
                 
  
  (Former name of former address, if changed from last report) 
  
  
  
  
  
  
  
  
  
  This report consists of  forty-one (41) pages.
  
  
  
  The index to exhibit appears on page five (5).
  
  
  
  <PAGE>
  
  <PAGE>
  FORM 8-K
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
  MAY 1, 1996
  
  
  
  
  
  Item 1.	Changes in Control of Registrant
  
  
  
  	None.
  
  
  
  Item 2.	Acquisition or Disposition of Assets
  
  
  
  	On May 1, 1996 pursuant to the terms of a Merger Agreement by
  and among Dimensional Medicine, Inc. (LOTC: DIMM) of Minnetonka,
  Minnesota ("DMI"), National Computer Systems, Inc. (the
  principal shareholder of DMI), DMI Acquisition Corp. (a wholly
  owned subsidiary of the Registrant, hereafter "Newco"), and the
  Registrant, DMI was merged with and into Newco.  Under the terms
  of the Merger Agreement the Registrant paid DMI's shareholders
  in the aggregate $550,200, retired approximately $600,000 of
  DMI's senior debt and $500,000 of DMI's previously outstanding
  Line of Credit, and agreed to assume approximately $1,350,000 of
  DMI's other liabilities and costs.  DMI shareholders maintain no
  continuing interest in the future of DMI or Newco.  Funds for
  the transactions came from the Registrant's cash resources. 
  Terms of the Merger Agreement were based upon arms length
  negotiations. 
  
  
  
  Item 3.	Bankruptcy or Receivership
  
  
  
  	None.
  
  
  
  Item 4.	Changes in Registrant's Certifying Accountants
  
  
  
  	None.
  
  
  
  Item 5.	Other Events
  
  
  
  	None.
  
  
  
  Item 6.	Resignations of Registrant's Directors
  
  
  
  	None.
  
  
  
  Item 7.	Financial Statements and Exhibits
  
  
  
  	(a)	Financial Statements of Businesses Acquired.
  
  
  
  			The Registrant will file with the Commission the financial
  statements required by this item within 60 days after the date
  of this Form 8-K.
  
  
  
  	(b)	ProForma Financial Information
  
  
  
  			The Registrant will file with the Commission the financial
  statements required by this item within 60 days after the date
  of the Form 8-K.
  
  
  
  	(c)	Exhibits
  
  
  
  <PAGE>
  
  			Exhibit 2(a):	Merger Agreement among DMI Acquisition Corp.,
  Dynamic Healthcare Technologies, Inc., National Computer
  Systems, Inc., and Dimensional Medicine, Inc., dated February 5,
  1996 (the "Merger Agreement").
  
  
  
  			Exhibit 2(b):	Amendment to Merger Agreement, dated March 26,
  1996.
  
  
  
  			Exhibit 2(c):	Amendment No. 2 to Merger Agreement, dated May
  1, 1996.
  
  
  
  			Exhibit 2(d):	Articles of Merger and Agreement and Plan of
  Merger between DMI Acquisition Corp. and Dimensional Medicine,
  Inc., as filed with the Secretary of State of the State of
  Florida, effective May 1, 1996.
  
  		
  
  Item 8.	Change in Fiscal Year
  
  
  
  	None.
  
  
  
  
  
  <PAGE>
  
  
  <PAGE>
  SIGNATURES
  
  
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  
  
  
  
                      						DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                      						(Registrant)
  
  
  
  
  
  
  Date: May 14, 1996                		 /S/MITCHEL J.LASKEY        
                                 						Mitchel J. Laskey
                                       President, COO
  
  
  
  
  
  Date: May 14, 1996                 		/S/PAUL S. GLOVER          
                                       Paul S. Glover
                                       Vice President of Finance, CFO
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  <PAGE>
  				FORM 8-K
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
  
  
  INDEX TO EXHIBITS
  
  
  
  
  
  Description of Exhibits:								                       Page Number
  
  
  
  Exhibit 2(a):		Merger Agreement among DMI                   6
                 Acquisition Corp.,	Dynamic 
                 Healthcare Technologies, Inc.,
                 National Computer Systems, Inc.,
                 and Dimensional Medicine,	Inc.,
                 dated February 5, 1996 (the "Merger 
              			Agreement").	
  
  
  Exhibit 2(b):		Amendment to Merger Agreement,              32
                 dated March 26,	1996.
  
  	
  Exhibit 2(c):		Amendment No. 2 to Merger Agreement,        34
                 dated May 1,	1996.
  
  
  Exhibit 2(d):		Articles of Merger and Agreement            36
                 and Plan of Merger	between DMI
                 Acquisition Corp. and Dimensional 
              			Medicine, Inc., as filed with the
                 Secretary of State of the State of
                 Florida, effective May 1, 1996.
  
  
  
  
  
  <PAGE>
  
                                                 										Execution Copy
  
  
  
  
  
  
  
                                  MERGER
  
  
  
                                AGREEMENT
  
  
  
                              by and among
  
  
  
  
  
                         DMI ACQUISITION CORP.,
  
                    a Florida corporation ("Newco"),
  
  
  
                 DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
                   a Nebraska corporation ("DHT")
  
  
  
                   NATIONAL COMPUTER SYSTEMS, INC.
  
                   a Minnesota corporation ("NCS")
  
  
  
                              and
  
  
  
                   DIMENSIONAL MEDICINE, INC.
  
             a Minnesota corporation (the "Corporation")
  
  
  
                              Dated
  
  
  
                        February 5, 1996
  
  
  
                                                                  
                                              
  
  <PAGE>
  
  <PAGE>
  ARTICLE 1
  
  
  
  THE MERGER
  
  
  
  1.1	The Merger										1
  
  1.2	Disseneter Rights										2
  
  
  
  ARTICLE 2
  
  
  
  CLOSING
  
  
  
  2.1	The Closing 										2
  
  
  
  ARTICLE 3
  
  
  
  REPRESENTATIONS AND WARRANTIES
  
  
  
  3.1	Representations and Warranties of the Corporation						2
  
  	(a)	Organization and Good Standing							2
  
  	(b)	Articles of Incorporation, Bylaws and Corporate Minutes				3
  
  	(c)	Capitalization of Corporation							3
  
  	(d)	Athority										3
  
  	(e)	Insolvency Proceedings								3
  
  	(f)	Governmental Authorities 							3
  
  	(g)	Balance Sheet and No Material Changes						4
  
  	(h)	Accounts Receivable								4
  
  	(i)	Absence of Undisclosed Liabilities							5
  
  	(j)	Changes										5
  
  	(k)	Title and Related Matters								6
  
  	(l)	Patents and Trademarks								6
  
  	(m)	Tax Matters									7
  
  	(n)	Broker										7
  
  	(o)	Disclosure									7
  
  	(p)	Agreements; Action								7
  
  	(q)	Litigation and Proceedings							8
  
  	(r)	Insurance									9
  
  	(s)	Illicit Activities									9
  
  	(t)	Claims										9
  
  	(u)	Reports										9
  
  	(v)	Governmental Approvals								10
  
  	(w)	Employees and Employer Benefits Plans						10
  
  	(x)	Labor Relations									10
  
  	(y)	Fees, Commissions and Royalties							10
  
  	(z)	Environmental Matters								10
  
  	(aa)	FDA Regulation									11
  
  	(bb)	Subsidiaries									11
  
  	(cc)	Software										11
  
  
  
  3.2	Representations and Warranties of NCS 							11
  
  	(a)	Representations and Warranties of the
  Corporation					11						
  
  
  
  
  <PAGE>
  
  
  	(b)	Authority									12
  
  	(c)	Share Ownership									12
  
  
  
  3.3	Representations and Warranties of Newco							12
  
  	(a)	Organization and Good Standing							12
  
  	(b)	Authority									12
  
  	(c)	Disclosure									12
  
  	(d)	No Brokerage									13
  
  
  
  ARTICLE 4
  
  
  
  COVENANTS
  
  
  
  4.1	Access											13
  
  4.2	Conduct of Business									13
  
  4.3	Negative Covenants									13
  
  4.4	Satisfaction of Conditions									14
  
  4.5	Consents										14
  
  4.6	Voting											14
  
  4.7	Tax Sharing Agreement									14
  
  4.8	Employee Benefit Plans									14
  
  4.9	Confidentiality										15
  
  4.10	No Solicitation										15
  
  4.11	Covenants of the Corporation								15
  
  
  
  ARTICLE 5
  
  
  
  CONDITIONS PRECEDENT TO CLOSING
  
  
  
  5.1	Conditions Precedent to the Obligations of Newco						15
  
  	(a)	Representations True at Closing							16
  
  	(b)	Compliance with Conditions of Agreement						16
  
  	(c)	Lack of Material adverse Change							16
  
  	(d)	Compliance Certificate from Corporation						16
  
  	(e)	Board and Shareholder Approval							16
  
  	(f)	Secretary's Certificate from Corporation						16
  
  	(g)	Secretary's Certificate from NCS							16
  
  	(h)	Compliance Certificate from NCS							16
  
  	(i)	Opinion of Counsel								16
  
  	(j)	Information									16
  
  	(k)	Employee Benefit Plans								17
  
  	(l)	Service Agreement								17
  
  	(m) 	Security Interest 									17
  
  	(n)	General Assignment								17
  
  	(o)	Absence of Litigation or Claim							17
  
  	(p)	All Proceedings to be Satisfactory							17
  
  	(q)	Consents									17
  
  
  
  5.2	Conditions Precedent to Obligations of Corporation and
  NCS					17
  
  	(a)	Representations True at Closing							17
  
  
  
  <PAGE>
  
  
  		(b)	Compliance with Conditions of Agreement					18
  
  		(c)	Norwest Bank								18
  
  		(d)	Lease Commitment							18
  
  		(e)	Promissory Note								18
  
  		(f)	Opinion of Counsel							18
  
  		(g)	Customer Support Agreements						18
  
  		(h)	Compliance Certificate from Newco					18
  
  		(i)	Secretary's Certificate from Newco						18
  
  		(j)	Absence of Litigation or Claim						18
  
  		(k)	All Proceedings to be Satsfactory						19
  
  		(l)	Shareholder Approval							19
  
  
  
  ARTICLE 6
  
  
  
  INDEMNIFICATION
  
  
  
  6.1	Indemnification  										19
  
  
  
  ARTICLE 7
  
  
  
  MISCELLANEOUS PROVISIONS
  
  
  
  7.1	Survival of Representations and Warranties							21
  
  7.2	Notices											21
  
  7.3	Notification of Certain Matters								22
  
  7.4	Termination										22
  
  7.5	Knowledge										23
  
  7.6	No Assignment										23
  
  7.7	Severability										23
  
  7.8	Governing Law										23
  
  7.9	Schedules										23
  
  7.10	Incorporation and Amendment								23
  
  7.11	Remedies										24
  
  7.12	Waiver											24
  
  7.13	Headings										24
  
  7.14	Further Action										24
  
  7.15	Counterparts										24
  
  7.16	Venue											24
  
  7.17	Public Announcements									24
  
  
  
  
  
  <PAGE>
  
  
  EXHIBITS
  
  
  
  
  
  A	Florida Agreement and Plan of Merger
  
  
  
  B	Minnesota Agreement and Plan of Merger
  
  
  
  C	Opinion of Lindquist & Vennum
  
  
  
  D	Opinion of Cohen, Berke, Bernstein, Brodie,
  
  	Kondell & Laszlo, P.A.
  
  
  
  E	Letter Agreement
  
  
  
  
  
  <PAGE>
  
  <PAGE>
  SCHEDULES
  
  
  
  3.1(a)	States in Which Qualified to Do Business
  
  3.1(c)	Outstanding Subscriptions, Warrants, Options and
  Commitments
  
  3.1(f)	Required Filings with Governmental Authorities
  
  3.1(g)	Financial Statements
  
  3.1(h)	Accounts Receivables
  
  3.1(j)	Changes
  
  3.1(k)	Tangible Property
  
  3.1(l) 	Patents and Trademarks
  
  3.1(m) 	Tax Matters
  
  3.1(n)	Brokers
  
  3.1(p)	Agreements; Actions
  
  3.1(q)	Pending or Threatened Litigation
  
  3.1(r)	Insurance
  
  3.1(t) 	Claims
  
  3.1(w) 	Employee Benefit Plans
  
  3.1(y) 	Fees, Commissions and Royalties
  
  3.1(aa) 	FDA Matters
  
  3.1(bb) 	Subsidiaries
  
  3.1(cc) 	Software Rights
  
  5.2(d)	Lease Commitments
  
  
  
  
  
  <PAGE>
  
  
  <PAGE>
  MERGER AGREEMENT
  
  
  
  
  
  	THIS AGREEMENT is made and entered into as of 5th February,
  1996, by and among DMI ACQUISITION CORP., a Florida corporation
  ("Newco"), DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
  corporation ("DHT"), NATIONAL COMPUTER SYSTEMS, INC., a
  Minnesota corporation ("NCS") and DIMENSIONAL MEDICINE INC., a
  Minnesota corporation (the "Corporation").
  
  
  
  W I T N E S S E T H: 
  
  
  
  	WHEREAS, the Corporation has 50,000,000 shares of common stock
  (the "Common Stock"), $.15 par value per share, authorized, of
  which 32,533,460 shares are issued and outstanding;
  
  
  
  	WHEREAS, NCS owns 27,653,441 shares of Common Stock
  constituting 85% of the issued and outstanding Common Stock (the
  "Majority Shares"); 
  
  
  
  	WHEREAS, Newco is a newly formed Florida corporation and a
  wholly owned subsidiary of DHT.
  
  
  
  	WHEREAS, the parties hereto each desire that the Corporation be
  merged with and into Newco and that the holders of the Common
  Stock of the Corporation shall receive in exchange for such
  shares the consideration set forth herein.
  
  
  
   	NOW, THEREFORE, in consideration of the foregoing, and the
  mutual representations, warranties, covenants and agreements
  contained herein and for good and valuable consideration, the
  receipt and sufficiency of which are hereby acknowledged, the
  parties hereto agree as follows: 
  
  
  
  ARTICLE 1
  
  
  
  THE MERGER
  
  
  
  	1.1	The Merger.  Subject to the terms and conditions set forth
  herein, the Corporation will be merged with and into Newco (the
  "Merger"), and in accordance with the Florida Business
  Corporation Act ("FBCA") and the Minnesota Business Corporation
  Act ("MBCA") the separate corporate existence of the Corporation
  shall cease and Newco shall be the surviving corporation in the
  Merger.  An Agreement and Plan of Merger in accordance with the
  FBCA (the "Florida Agreement of Merger"), in the form attached
  hereto as Exhibit "A," and an Agreement and Plan of Merger in
  accordance with the MBCA (the "Minnesota Agreement of Merger"),
  in the form attached hereto as Exhibit "B" (the Minnesota
  Agreement of Merger and the Florida Agreement of Merger may be
  referred to herein collectively, as the "Agreement of Merger")
  shall be executed and delivered concurrently with the Closing. 
  Pursuant to the terms contained in the Agreement of Merger, the
  consideration paid for (a) the shares of the Corporation's
  Common Stock owned by NCS shall be cash in the amount of
  $355,000; and (b) the remaining 4,880,019 outstanding shares of
  the Corporation's Common Stock shall be $.04 per share or an
  aggregate of $195,000.  The Agreement of Merger provides for the
  terms of the Merger, the mode of carrying the same into effect
  and the manner of converting the Corporation's Common Stock into
  the consideration set forth therein.  The "Effective Date" shall
  be the date set forth as such in the Florida Agreement of Merger
  and theMinnesota Agreement of Merger.  On the "Effective Date,"
  each and every share of the Corporation's Common Stock and other
  capital stock of the Corporation, if any, and any and all
  options, warrants or other commitments to purchase or acquire
  shares of the capital stock of the Corporation shall be
  cancelled, terminated and of no further force or effect.
  
  
  
  
  
  
  <PAGE>
  
  	1.2	Dissenter Rights.  In the event a shareholder of the
  Corporation exercises such shareholder's right to dissent to the
  Merger, pursuant to applicable state law, the Corporation shall
  promptly notify Newco in writing of such exercise of dissenter's
  rights.  The Corporation shall not settle, compromise, or pay
  any dissenter rights without the prior written consent of Newco
  and consultation therewith.
  
  
  
  ARTICLE 2
  
  
  
  CLOSING
  
  
  
  	2.1	The Closing.  The consummation of the transactions
  contemplated by this Agreement (the "Closing") shall take place
  at Miami, Florida at 10:00 a.m. in the offices of Cohen, Berke,
  Bernstein, Brodie, Kondell & Laszlo, P.A. at 2601 South Bayshore
  Drive, 19th Floor, Miami, Florida, or any other place agreed to
  by the parties, within forty-eight (48) hours after the approval
  of the Merger by the Corporation's shareholders and all other
  closing conditions are met.  Such shareholder approval will be
  sought at the earliest date practicable but in no event later
  than May 15, 1996.  Executed documents may be held in escrow, as
  the parties agree, pending the satisfaction of any conditions to
  close. The date of the Closing shall be referred to as the
  "Closing Date".
  
  
  
  ARTICLE 3
  
  
  
  REPRESENTATIONS AND WARRANTIES
  
  
  
  	3.1	Representations and Warranties of the Corporation.  The
  Corporation, hereby makes the following representations and
  warranties to Newco:
  
  
  
  		(a)	Organization and Good Standing.  The Corporation is a
  corporation duly organized, validly existing and in good
  standing under the laws of the State of Minnesota; the
  Corporation has all requisite corporate power, franchises,
  licenses and authority to own, lease and operate its business as
  it is being conducted; and the Corporation is duly qualified to
  do business in all states where the character of the property
  owned or leased by it or the nature of its activities make such
  qualification necessary, except for those jurisdictions where
  the failure to be so qualified would not, individually or in the
  aggregate, have a material adverse effect on the properties,
  operations, business or financial condition of the Corporation,
  as set forth on Schedule 3.1(a) hereto; 
  
  
  
  		(b)	Articles of Incorporation, Bylaws and Corporate Minutes. 
  Copies of the Articles of Incorporation and Bylaws of the
  Corporation and all amendments and restatements thereto
  delivered to Newco are true, correct and complete copies thereof
  and have not been amended since such delivery.
  
  
  
  		(c)	Capitalization of Corporation.  (i) The authorized and
  outstanding capital stock of the Corporation is as follows:
  
  
  
  		Number of Shares					    	                                   Shares
      Authorized        		Class of Stock	     	Par Value	      Outstanding
  
      50,000,000	 	           Common		           $.15	         32,533,460
  
  
  
  			Except as described on Schedule 3.1(c) hereto, there are not
  currently outstanding, any subscriptions, warrants, or options
  or other commitments (including conversion or preemptive
  rights), with respect to the purchase or acquisition from the
  Corporation of any shares of its capital stock.  As of the
  Effective Date all such subscriptions, warrants, options or
  other commitments shall be cancelled, terminated and of no
  further force or effect.
  
  
  
  
  <PAGE>
  
  		(d) 	Authority.  The Corporation has all requisite legal and
  corporate power necessary to execute, deliver and perform this
  Agreement and to carry out the transactions contemplated hereby.
   The execution, delivery and performance of this Agreement shall
  not (i) result in the breach or violation of any term or
  provision of or constitute a default under or conflict with any
  term or provision of the Corporation's Articles of
  Incorporation, as amended, or By-Laws, as amended, or any
  material contract, agreement, lease, commitment, license,
  franchise, permit, authorization or concession to which the
  Corporation is a party or by which the Corporation is bound, or
  constitute an event which with notice, lapse of time, or both,
  would result in any such breach, violation or default, or (ii)
  result in the violation by the Corporation of any statute, rule,
  regulation, ordinance, code, order, judgment, writ, injunction,
  decree or award, or constitute an event which with notice, lapse
  of time, or both, would result in any such violation.  The
  execution, delivery and performance of the obligations of
  Corporation under this Agreement has been duly and effectively
  authorized by the Corporation's Board of Directors and will be
  on the Closing Date duly and effectively authorized by the
  Corporation's Board of Directors and shareholders, and no
  further corporate authority therefor or approval thereof is
  required by law.
  
  
  
  		(e)	Insolvency Proceedings.  No insolvency proceedings,
  including bankruptcy, receivership, reorganization, composition
  or arrangement with creditors, are pending or, to the
  Corporation knowledge and belief threatened against Corporation
  except as disclosed herein.  Furthermore, the Corporation shall
  not institute any such action, in any form whatsoever, prior to
  Closing, unless specifically consented to by Newco in writing.
  
  
  
  		(f)	Governmental Authorities.  Except as identified on
  Schedule 3.1(f), the Corporation is not required to submit any
  notice, report or other filing to any governmental or regulatory
  agency, nor is any notice or report required to be obtained by
  the Corporation in connection with the execution or delivery of
  this Agreement or the consummation of the transactions
  contemplated hereby.
  
  
  
  		(g)	Balance Sheet and No Material Changes
  
  
  
  			(1)	Corporation has heretofore furnished Buyer with its Form
  10-K for the year ended March 31, 1995, containing the audited
  financial statements of the Corporation including the
  Corporation's balance sheets as of March 31, 1995 and March 31,
  1994 (the "Balance Sheet"), and the related statements of
  operations, shareholders' equity and cash flows, for the period
  ended March 31, 1995, audited by Ernst & Young, LLP, certified
  public accountants, and its Form 10-Q for the quarter ended
  December 31, 1995, containing internally prepared unaudited
  balance sheets andincome statements dated as of December 31,
  1995, copies of which are attached hereto as Schedule 3.1(g))
  (collectively, the "Financial Statements").  The Financial
  Statements, including the footnotes thereto to the extent
  appended, except as indicated therein, have been prepared in
  accordance with generally accepted accounting principles
  ("GAAP") consistently followed through the periods indicated.
  
  
  
  		The Financial Statements fairly represent the financial
  condition of the Corporation as of the date thereof and, except
  as indicated therein, reflects all claims against and all debts
  and liabilities of the Corporation required to be reported under
  GAAP, fixed or contingent, as of the respective date thereof and
  the related statements of income, statements of cash flow,
  shareholders' equity and changes in financial position fairly
  present the results of the operations of the Corporation and the
  changes in the Corporation's financial position for the period
  indicated.  Since the Balance Sheet date, except as disclosed on
  any schedule hereto there has been (i) no material adverse
  change in the assets or liabilities, or in the business or
  condition of the Corporation, financial or otherwise, or the
  result of operations of the Corporation, whether as a result of
  any legislative or regulatory change, revocation of any license
  or right to do business, casualty, labor, Act of God or other
  public force or otherwise, and (ii) no change in the assets or
  liabilities or in the business or condition of the Corporation,
  financial or otherwise, or in the results of operations or
  prospects of the Corporation, except in the ordinary course of
  business; and (iii) no factor or condition exists or, to the
  Corporation's knowledge and belief, is contemplated or
  threatened, which might cause such a change in the future except
  as disclosed on any schedule hereto, and (iv) no dividends or
  other distributions have been paid or made upon any shares of
  capital stock of the Corporation nor have any shares of capital
  stock of the Corporation been redeemed, retired, purchased or
  acquired for value by the Corporation.  
  
  
  
  
  
  <PAGE>
  
  
  		(h)	Accounts Receivable.  Except as otherwise set forth in
  Schedule 3.1(h), none of the accounts receivable of the
  Corporation are subject to any stated claim of offset,
  recoupment, setoff or counterclaim, and the Corporation has no
  knowledge of any facts or circumstances giving rise to such
  claim.  Furthermore, except as set forth on Schedule 3(h), no
  such account receivable is contingent upon the performance by
  the Corporation of any obligation or contract.  Except as
  otherwise set forth in Schedule 3.1(h), no person has any lien
  on such receivables or any part thereof, no agreement for
  deduction, free goods, discount or other deferred price has been
  made with respect to any of such accounts receivable. 
  
  
  
  		(i)	Absence of Undisclosed Liabilities.  The Corporation
  represents and covenants that there are not presently, nor were
  there as of the dates of the Financial Statements, any
  liabilities or commitments, accrued absolute, contingent or
  otherwise, of the Corporation, except liabilities or commitments
  (i) reflected on the Financial Statements; (ii) liabilities or
  commitments incurred by the Corporation in the ordinary course
  of its business since the date of the Financial Statements which
  in the aggregate do not exceed $15,000; or (iii) liabilities and
  commitments identified in this Agreement or any schedule or
  exhibit hereto.
  
  
  
  		(j)	Changes.  Since Balance Sheet date, except as disclosed in
  Schedule 3.1(j), there has not been:
  
  
  
  			(1)	any change in the assets, liabilities, condition
  (financial or otherwise), affairs, earnings, business,
  operations, or prospects of the Corporation except for changes
  in the ordinary course of business which have not been, either
  individually or in the aggregate, materially adverse;
  
  
  
  			(2)	any change in the liabilities or obligations of the
  Corporation, contingent or otherwise, whether due or to become
  due, whether by way of guaranty, endorsement, indemnity,
  warranty, or otherwise, except current liabilities incurred in
  the ordinary course of business, none of which materially and
  adversely affects the business, prospects, condition, affairs,
  properties or assets of the Corporation; 
  
  
  
  			(3)	any damage, destruction or loss, whether or not covered
  by insurance, materially and adversely affecting the properties,
  operation or business of the Corporation; 
  
  
  
  			(4)	any waiver by the Corporation of a valuable right or of a
  material debt owed to it;
  
  
  
  			(5)	any loans made by the Corporation to its employees,
  officers, or directors other than advances of expenses made in
  the ordinary course of business;
  
  
  
  			(6)	any declaration or payment of any dividend or other
  distribution of the assets of the Corporation or any direct or
  indirect redemption, purchase or acquisition of any securities
  of the Corporation; 
  
  
  
  			(7)	any labor organization activity or organized labor
  trouble;
  
  
  
  			(8)	any sale, transfer, or lease of any of the Corporation's
  assets except in the ordinary course of business or any mortgage
  or pledge of or lien imposed upon any of the Corporation's
  assets;
  
  
  
  			(9)	to the best of the Corporation's knowledge, any other
  event or condition of any character which has materially and
  adversely affected the business, prospects, condition, affairs,
  operations, properties or assets of the Corporation; 
  
  
  
  			(10)	any increase in compensation of any of its existing
  officers, or the rate of pay of its employees as a group, except
  as part of regular compensation increases in the ordinary course
  of business;
  
  
  
  			(11)	the resignation or termination of John Paumen, John
  McGibbon, Valerie McGibbon, Clark Zumbach, Mark Blatzheim or Ken
  Waldbillig;
  
  
  
  
  <PAGE>
  
  
  			(12)	any change in the accounting methods or practices
  followed by the Corporation; 
  
  
  
  			(13)	any issuance of any stock, bonds, or other securities of
  the Corporation or options, warrants, or rights or agreements or
  commitments to purchase or issue such securities or grant such
  options, warrants or rights; or
  
  
  
  			(14)	any agreement by the Corporation to do or enter into any
  of the foregoing.
  
  
  
  		(k)	Title and Related Matters.  Schedule 3.1 (k) is a true and
  correct listing of all categories and the net book value of all
  tangible property (real and personal) owned or leased by the
  Corporation which are not set forth on the Financial Statements.
   The Corporation has good andmarketable title to all of the
  assets free and clear of all mortgages, liens, pledges, charges
  and encumbrances, easements, liabilities, or any other adverse
  claims of every kind or character, except as so indicated on
  Schedule 3.1(k).  All of the assets necessary for the operation
  of the Corporation's business, including real and personal
  property and leasehold interests, of the Corporation are in good
  and satisfactory working condition.
  
  
  
  		(l)	Patents and Trademarks.  Schedule 3.1(l) contains a true
  and correct list of all registered patents, patent applications,
  trademarks, trade names, copyrights, intellectual properties or
  service marks owned by or registered in the name of the
  Corporation.  Furthermore, except as shown on Schedule 3.1(l),
  there are no material unregistered patents, patent applications,
  trademarks, tradenames, copyrights, intellectual properties or
  servicemarks owned by the Corporation.  Except as shown on
  Schedule 3.1(l), there are no outstanding claims, liens,
  encumbrances, options, licenses, or agreements of any kind
  relating to the foregoing, nor is the Corporation bound by or
  party to any options, licenses or agreements of any kind with
  respect to the patents, trademarks, service marks, tradenames,
  copyrights, trade secrets, licenses, information, proprietary
  rights and processes of any other person or entity.  To its best
  knowledge and belief, the Corporation has sufficient title and
  ownership of all patents, licenses, trademarks, servicemarks,
  trade names, copyrights to conduct its business as now operated
  without any conflict with or infringement of the rights of
  others.  To the knowledge and belief of the Corporation, the
  Corporation has not infringed or violated in any way any valid
  patent, trademark, trade name or copyright of others, nor has
  the Corporation received any notice, claim or protest respecting
  any such violation or infringement.  The Corporation is not
  aware that any of its employees is obligated under any contract
  (including licenses, covenants, or commitments of any nature) or
  other agreement, or subject to any judgment, decree or order of
  any court or administrative agency, that would interfere with
  the use of such employee's best efforts to promote the interests
  of the Corporation or that would conflict with the Corporation's
  business as currently conducted.  Neither the execution nor
  delivery of this Agreement, nor the carrying on of the
  Corporation's business by the employees of the Corporation, nor
  the conduct of the Corporation's business as currently
  conducted, will, to the Corporation's knowledge, conflict with
  or result in a breach of the terms, conditions or provisions of,
  or constitute a default under, any contract, covenant or
  instrument under which any of such employees is now obligated. 
  The Corporation does not believe it is or will be necessary to
  utilize any inventions of any of its employees (or people it
  currently intends to hire) made prior to their employment by the
  Corporation. 
  
  
  
  		(m)	Tax Matters.  Except as set forth on Schedule 3.1(m), the
  Corporation has filed or caused to be filed, within the times
  and within the manner prescribed by law, all Federal, state,
  local and foreign tax returns and reports heretofore required to
  be filed by it, and has no current extensions for the filing of
  any such returns or reports, or delinquent liabilities.  To the
  Corporation's best knowledge and belief, such returns and
  reports reflect accurately all tax liability of the Corporation
  for the periods covered thereby.  All Federal, state, local and
  foreign income, profits, franchise, sales, use, occupancy,
  excise and other taxes and assessments (including interest and
  penalties) payable by, or due from, the Corporation (including
  for this purpose any subsidiary of the Corporation, for such
  taxable period or periods in which such former subsidiary was an
  affiliated group as defined in Section 1504(a) of the Internal
  Revenue Code of 1986, as amended, of which the Corporation was a
  member) has been fully paid or adequately disclosed and fully
  provided for in the books and financial statements of the
  Corporation.  No examination of any tax return of the
  Corporation is currently in progress or has
  
  
  
  
  
  <PAGE>
  
  been noticed except as set forth on Schedule 3.1(m). 
  There are no outstanding agreements or waivers extending the
  statutory period of limitation applicable to any tax return
  of the Corporation. 
  
  
  
  		(n)	Broker.  No agent, broker or other person acting pursuant
  to authority of Corporation is entitled to any commission or
  finder's fee in connection with the transactions contemplated by
  this Agreement, except as disclosed on Schedule 3.1(n).
  
  
  
  		(o)	Disclosure.  No representation, statement or information
  which has been or shall be made or furnished by the Corporation
  to Newco, including but not limited to those contained in this
  Agreement and the schedules hereto and/or any other schedules,
  listings or other written information furnished by Corporation,
  contains, or shall contain, any untrue statement of material
  fact or omits or shall omit any material fact necessary to make
  the information contained in such representation, or
  information, in light of the circumstances under which they were
  made not misleading.
  
  
  
  		(p)	Agreements; Action.
  
  
  
  			(1)	Except as listed on Schedule 3.1(p) hereto, there are no
  agreements, understandings, instruments, contracts, or proposed
  transactions between the Corporation and the NCS.
  
  
  
  			(2)	Except as listed on Schedule 3.1(p) hereto, there are no
  agreements, understandings, instruments, contracts, proposed
  transactions to which the Corporation is a party or by which it
  is bound which (a) involve obligations (contingent or otherwise)
  of, or payments to the Corporation in excess of, $15,000, (b)
  are material to the conduct and operations of the Corporation's
  business or properties, including, without limitation, the
  license of any patent, copyright, trade secret, or other
  proprietary rights to or from the Corporation or provisions
  restricting or affecting the development, manufacture, or
  distribution of the Corporation's products or services, (c)
  involve any employment or consulting arrangement, whether
  written or oral, between the Corporation and any person or (d)
  provide for the grant to any person of a right to cause the
  Corporation to register any securities of the Company for sale.
  
  
  
  			(3)	Since the date of the Financial Statements, except as
  listed on Schedule 3.1(p) hereto, the Corporation has not (a)
  declared or paid any dividends, or authorized or made any
  distribution upon or with respect to any class or series of its
  capital stock, (b) incurred any indebtedness for money borrowed
  or any other liabilities individually in excess of $15,000 or,
  in the case of indebtedness and/or liabilities individually less
  than $15,000, in excess of $15,000 in the aggregate, (c) made
  any loans or advances to any person, other than ordinary
  advances for travel expenses, or (d) sold, exchanged, or
  otherwise disposed of any of its assets or rights, other than
  the sale of its inventory in the ordinary course of business.
  
  
  
  			(4)	For the purposes of subsections (2) and (3) above, all
  indebtedness, liabilities, agreements, understandings,
  instruments, contracts, and proposed transactions involving the
  same person or entity (including persons or entities the
  Corporation has reason to believe are affiliated therewith)
  shall be aggregated for the purpose of meeting the individual
  minimum dollar amounts of such subsections.
  
  
  
  			(5)	The Corporation is not a party to any indenture, loan or
  credit agreement or any lease or other agreement or instrument
  or subject to any charter or corporate restriction which has a
  material adverse effect on the Corporation or limits or
  restricts the ability of the Corporation to carry out its
  obligations under this Agreement.  The Corporation is not in
  material default in any respect in the performance, observance
  or fulfillment of any of the obligations,covenants or conditions
  contained in any agreement or instrument material to its
  business to which it is a party.
  
  
  
  		(q)	Litigation and Proceedings.  There is no suit, arbitration
  or legal proceeding or investigation pending or, to the
  Corporation's knowledge and belief any threatened or
  contemplated suit, arbitration, legal proceeding or
  investigation, either administrative or judicial, relating to
  the Corporation or its business, the contracts set forth on
  Schedule 3.1(p) hereto or the transactions contemplated by this
  Agreement
  
  
  
  
  
  <PAGE>
  
  which if determined or resolved adversely to the
  Corporation may reasonably be expected to have a materially
  adverse effect on the properties, operations, business or
  financial condition of the Corporation, except as set forth and
  described in Schedule 3.1(q).  The Corporation is not, to its
  best knowledge and belief, the subject of any investigation or
  proceeding by any governmental body relating to its business. 
  The Corporation is not subject to, nor in default of, any
  indictment, order or award of any court, arbitrator or
  governmental body, domestic or foreign, relating to its business.
  
  
  
  		(r)	Insurance.  The insurance policies owned by the
  Corporation are valid and enforceable in accordance with their
  terms and are now outstanding, duly in force, and provide
  adequate insurance for the Corporation's business and the
  Corporation's assets.  Schedule 3.1(r) sets forth a list of all
  insurance policies owned by the Corporation, the identity of the
  insurance company, the type and amount of coverage, the
  expiration dates of the policies, the parties insured, and the
  amount of premiums for the respective policies.
  
  
  
  		(s)	Illicit Activities.  Neither Corporation nor, to the
  Corporation's best knowledge and belief, any of the
  Corporation's directors, officers or employees have, in
  connection with the operation of its business:
  
  
  
  			(i)	Made any illegal political contributions from the
  Corporation's assets; or
  
  
  
  			(ii)	Been involved in the disbursement or receipt of
  corporate funds outside the normal systems of accountability; or
  
  
  
  			(iii)	Made or received payments, whether directly or
  indirectly, to or from foreign or domestic governments,
  officials, employees or agents for purposes other than the
  satisfaction of lawful obligations, or been involved in any
  transaction that has as its intended effect the transfer of the
  Corporation's assets in the manner described; or
  
  
  
  			(iv)	Been involved in the improper or inaccurate recording of
  payments and receipts on the books of the Corporation or any
  other matters of a similar nature involving disbursements of the
  Corporation's assets.
  
  
  
  		(t)	Claims.  Schedule 3.1(t) contains a true and complete list
  of all claims in excess of Five Thousand Dollars ($5,000.00)
  which have been asserted in respect of the Corporation's
  business since January 1, 1992, with respect to any express or
  implied representation, warranty, agreement or guarantee made
  (or claimed to have been made), or imposed, or asserted to be
  imposed by operation of law, in connection with any product or
  service provided by, or sold in the course of, the Corporation's
  business, and a summary description of the status or disposition
  of each such claim.  All of such claims were and are covered
  under the professional liability insurance policies,
  self-insurance programs or reserves of the Corporation.
  
  
  
  		(u)	Reports.  The Corporation has furnished an accurate and
  complete copy of each registration statement, report and proxy
  statement filed by the Corporation with the Securities and
  Exchange Commission (the "Commission") since December 31, 1992
  (collectively, the "SEC Reports").  None of such SEC Reports
  contain any untrue statement of a material fact or omit to state
  a material fact required to be stated therein or necessary in
  order to make the statements therein, in light of the
  circumstances under which they were made, not misleading.  Since
  December 31, 1992, the Corporation has filed all required forms,
  reports and documents with the Commission required to be filed
  by it pursuant to the Securities Act of 1933, as amended (the
  "Securities Act") and the Exchange Act of 1934, as amended (the
  "Exchange Act"), all of which complied at the time of filing in
  all material respects with all applicable requirements of the
  Securities Act and the Exchange Act.
  
  
  
  		(v)	Governmental Approvals.  The Corporation has, to its best
  knowledge and belief, taken all necessary actions to provide
  that in the conduct of its business, the use and occupancy by
  the Corporation of all facilities and properties upon which the
  operations of its business are conducted and the products
  developed or services provided in the conduct of its business is
  and shall continue to be in compliance in all respects with all
  
  
  
  
  
  
  <PAGE>
  
  Federal, state, county, local or other governmental statutes and
  ordinances, and with all rules and regulations of all Federal,
  state, county, local and other governmental agencies and bodies,
  applicable to it, and to the conduct of its business where
  non-compliance may reasonable be expected to have a material
  adverse effect on the properties, operations, business or
  financial condition of the Corporation.
  
  
  
  		(w)	Employees and Employer Benefit Plans.  The Corporation has
  no employee benefit plan of any kind or nature except as set
  forth on Schedule 3.1(w).
  
  
  
  		(x)	Labor Relations.  There has not been, nor is there
  threatened, any strike, slowdown, picketing or work stoppage by
  any union against the Corporation's premises or products, any
  secondary boycott with respect to the Corporation or its
  products, any lockout by the Corporation of any of its employees
  or any other labor trouble or other occurrence, event or
  condition of a similar character affecting, or which may affect,
  the operations or conditions of the Corporation. 
  
  
  
  		(y)	Fees, Commissions and Royalties.  Corporation has no
  relationship with any distributor, agent, employee or other
  representative anywhere in the world which is entitled to fees,
  commissions, royalties or any other payments as a result of the
  sale of the Corporation's securities, products, services, or
  pursuant to its on going business, except as disclosed in
  Schedule 3.1(y);
  
  
  
  		(z)	Environmental Matters.  The Corporation has, to its best
  knowledge and belief, all governmental licenses and permits
  necessary in order to conduct its business and where the failure
  to have such permit or license would have a materially adverse
  effect on the properties, operations, business or financial
  condition of the Corporation, including any such licenses or
  permits required for the storage, treatment and disposal of any
  materials defined as "hazardous substances" under the Federal
  Comprehensive Environmental Response Compensation and Liability
  Act ("CERCLA") and similar state laws:  (i) to or at any
  location other than a site lawfully permitted to receive such
  hazardous waste, hazardous substances or other material which
  may constitute an environmental hazard for such purposes, (ii)
  to or at any location designated for remedial action pursuant to
  CERCLA or any similar state laws, or (iii) not in contravention
  of any environmental laws, regulations, ordinances or rules. 
  The Corporation has not discharged, dumped, buried, spilled or
  otherwise released any hazardous substances, or any other
  material which may constitute an environmental hazard, into or
  on any property or facility which the Corporation owns, leases
  or operates, including the soil, surface water and ground water,
  in violation of any environmental laws,regulations, ordinances
  or rules.  To the Corporation's knowledge and belief, no
  inspection, audit, or other investigation has been conducted as
  to the quality of the air, surface or sub-surface conditions at
  any property or facility which the Corporation owns, leases or
  operates, by any person, including governmental agencies.  The
  Corporation has not received (i) any notice that any person,
  including governmental agencies, proposes to carry out an
  inspection, audit or other investigation of or at any property
  or facility which the Corporation owns, leases or operates, (ii)
  any notice that conditions at any such property or facility are
  in violation of any environmental laws, regulations, ordinances
  or rules, or (iii) any notice (including requests for
  information) from any person, including governmental agencies,
  asserting that the Corporation is or may be a "potentially
  responsible party" or otherwise liable with respect to a
  remedial action or the payment of response costs at a waste
  storage, treatment or disposal facility, pursuant to CERCLA or
  any similar state laws.
  
  
  
  		(aa)	FDA Regulation.  Except as provided in Schedule 3.1(aa),
  the Corporation's business as presently conducted, complies with
  all applicable regulations promulgated by the United States Food
  and Drug Administration (the "FDA") when noncompliance may
  reasonably be expected to have a materially adverse effect on
  the properties, operation, business or financial condition of
  the Corporation.  The Corporation has filed with and received
  approval from the FDA with respect to 510(k) Reports relating to
  the Corporation's products marketed under the name "Maxiview"
  "Maxfile" and "Powerstation," respectively.
  
  
  
  		(bb)	Subsidiaries.  Except as listed on Exhibit 3.1(bb)
  hereto, the Corporation does not presently own or control
  directly or indirectly any interest in any other corporation,
  association, or other business entity. 
  
  
  
  
  
  <PAGE>
  
  		(cc)	Software.  The Corporation has complete and exclusive
  right, title, and interest in and to all tangible and intangible
  property rights existing in the software listed on Schedule
  3.1(cc) hereto (the "Software").  The Software has either been
  acquired or developed by the Corporation entirely through its
  own efforts for its own account and the Software is free and
  clear of all liens, claims, co-ownership rights of any kind or
  nature, encumbrances, or equities whatsoever of any third party
  except as set forth on Schedule 3.1(cc).  The Software does not
  infringe any patent, copyright, or trade secret of any third
  party; the Software is fully eligible for protection under
  applicable copyright law and has not been forfeited to the
  public domain; and the source code and system specifications for
  the Software have been maintained in confidence or when
  disclosed been subject to a confidentiality agreement.  All
  personnel, including employees, agents, consultants, and
  contractors, who have contributed to or participated in the
  conception and development of the Software either (1) have been
  party to a for-hire relationship with the Corporation that has
  accorded the Corporation full, effective, and exclusive original
  ownership of all tangible and intangible property thereby
  arising with respect to the Software, or (2) have executed
  appropriate instruments of assignment in favor of the
  Corporation as assignee that have conveyed to the Corporation
  full, effective, and exclusive ownership of all tangible and
  intangible property thereby arising with respect to the
  Software.  There are no agreements or arrangements in effect
  with respect to the marketing, distribution, licensing, or
  promotion of the Software by any independent salesperson,
  distributor, sublicensor, or other remarketer or sales
  organization except as set forth on Schedule 3.1(cc).
  
  
  
  	3.2	Representations and Warranties of NCS.   NCS makes the
  following representations and warranties to Newco:
  
  
  
  		(a)	Representations and Warranties of the Corporation.  To
  NCS's knowledge, the representations and warranties of the
  Corporation are true and correct.
  
  
  
  		(b)	Authority.  NCS has all requisite legal and corporate
  power necessary to execute, deliver and perform this Agreement
  and to carry out the transactions contemplated hereby.  The
  execution, delivery and performance of this Agreement shall not
  (i) result in the breach or violation of any term or provision
  of or constitute a default under or conflict with any term or
  provision of NCS's Articles of Incorporation, as amended, or
  By-Laws, as amended, or any material contract, agreement, lease,
  commitment, license, franchise, permit, authorization or
  concession to which NCS is a party or by which NCS is bound, or
  constitute an event which with notice, lapse of time, or both,
  would result in any such breach, violation or default, or (ii)
  result in the violation by NCS of any statute, rule, regulation,
  ordinance, code, order, judgment, writ, injunction, decree or
  award, or constitute an event which with notice, lapse of time,
  or both, would result in any such violation.  The execution,
  delivery and performance of the obligations of NCS under this
  Agreement has been, and will be on the Closing Date, duly and
  effectively authorized by NCS and no further corporate authority
  therefor or approval thereof is required by law.
  
  
  
  		(c)	Share Ownership.  NCS is not a party or subject to any
  agreement or understanding, and there is no agreement or
  understanding between any persons and/or entities, which affects
  or relates to the voting or giving of written consents with
  respect to the Majority Shares.  NCS is the lawful owner of, and
  has good and marketable title to the Majority Shares, free and
  clear of any mortgages, pledges, claims, liens, charges or
  encumbrances of any kind.
  
  
  
  	3.3	Representations and Warranties of Newco.  Newco makes the
  following representations and warranties to the Corporation and
  NCS:
  
  
  
  		(a)	Organization and Good Standing.  Newco is a corporation
  duly organized, validly existing and in good standing under the
  laws of the State of Nebraska and is duly qualified to do
  business in all states where its activities make such
  qualification necessary.
  
  
  
  		(b)	Authority.  Newco has full power and has taken all
  corporate action necessary to execute, deliver and perform this
  Agreement and to carry out the transactions contemplated hereby.
   The execution, delivery and performance of this Agreement shall
  not (i) result in the breach or violation of any term or
  
  
  
  
  <PAGE>
  
  
  provision of or constitute a default under or conflict with any
  term or provision of its Articles of Incorporation, as amended,
  or By-Laws, as amended, or any material contract, agreement,
  lease, commitment, license, franchise, permit, authorization, or
  concession to which it is a party or by which it is bound, or
  constitute an event which with notice, lapse of time, or both,
  would result in any such breach, violation or default, or (ii)
  result in the violation by it of any statute, rule, regulation,
  ordinance, code, order, judgment, writ, injunction, decree or
  award, or constitute an event which with notice, lapse of time,
  or both, would result in any such violation.  The execution,
  delivery and performance of the obligations of Newco under this
  Agreement has been duly and effectively authorized by Newco's
  Board of Directors and no further corporate authority therefor
  or approval thereof is required by law.  This Agreement
  constitutes a valid and binding agreement of Newco.
  
  
  
  		(c)	Disclosure.  No representation, statement or information
  which has been or shall be made to Corporation or NCS in or
  pursuant to this Agreement or in connection with preparation of
  materials for submission to the Corporation's shareholders
  contains or shall contain any untrue statement of a material
  fact or omits or shall omit to state a material fact necessary
  to make the statements contained therein, in the light of the
  circumstances under which they were made, not misleading.
  
  
  
  		(d)	No Brokerage.  Newco has not employed any broker or finder
  or has incurred or will incur any broker's, finder's or similar
  fees, commissions or expenses in connection with the
  transactions contemplated by this Agreement.
  
  
  
  ARTICLE 4
  
  
  
  COVENANTS
  
  
  
  	4.1	Access.  The Corporation shall give to Newco, from and
  after the date of execution of the Agreement until the Closing,
  access to its premises during normal business hours in order to
  enable Newco to inspect its business.  The Corporation shall
  make available for review all information in its possession
  reasonably requested by Newco which is related to its business. 
  The Corporation shall also permit Newco to meet with and
  question their independent certified public accountants and
  other advisors.  The parties acknowledge that said activities
  shall be conducted during normal business hours and shall not
  disrupt or interfere with the conduct of the Corporation's
  business.
  
  
  
  	4.2	Conduct of Business.  From the date hereof, until Closing,
  the Corporation shall:  (a) provide Newco with weekly written or
  telephonic reports relating to the Corporation's business
  operations and with such information as Newco reasonably
  requests in writing, telephonically or at a meeting, (b) enter
  into joint marketing activities with Newco in accordance with
  the terms of a letter agreement attached hereto as Exhibit "E"
  pursuant to which Newco shall receive thirty (30%) percent of
  all net licensing fees, (c) operate and conduct its business in
  a reasonable diligent manner and in the ordinary course
  consistent with past custom and practice; (d) use best efforts
  to maintain and safeguard its properties; (c) use best efforts
  to preserve intact its organization and personnel; (e) use best
  efforts to preserve intact its relationships with vendors,
  customers and others having business relations with them; (f)
  carry insurance, including liability insurance, in character and
  amount in accordance with past custom and practice; (g) notify
  Newco of any lawsuits, claims, proceedings or investigations
  that are instituted against them, their officers or directors,
  or, to their knowledge, threatened against them, their officers
  or directors; and (h) use reasonable best efforts to comply in
  all material respects with all material laws, rules, regulations
  and governmental authorities applicable to it and to the conduct
  of its business.
  
  
  
  	4.3	Negative Covenants.  The Corporation covenants and agrees
  that, from the date hereof until the Closing Date, it shall not
  without the prior written consent of Newco or DHT, where such
  consent may be granted or withheld at the sole discretion of
  Newco or DHT, (a) make any changes to its Articles of
  Incorporation or By-Laws; (b) borrow money without the consent
  of Newco; (c) sell, transfer, assign, mortgage, pledge,
  encumber, or permit the creation of any lien or security
  interest with respect to, any assets or properties; (d) make any
  material investment or expenditure of a capital nature greater
  than $15,000; (e) enter into any material contracts or
  commitments for greater than $15,000; (f) hire additional
  management personnel earning an annual salary greater
  
  
  
  
  
  <PAGE>
  
  
  than $25,000 or terminate existing management employees as identified
  in Section 3.1(j)(ii) herein; (g) enter into any joint venture,
  licensing, partnership or other similar agreement with any party
  or modify, assign or hypothecate any existing agreements; (h)
  declare any dividends or make other distributions with respect
  to its capital stock; (i) authorize, issue, sell or exchange any
  debt or equity securities, or any stock options or warrants; (j)
  make loans, advances or prepayments or extend credit to any of
  its shareholders, officers or directors except current credit
  agreements; or (k) sell, discount for cash or factor accounts
  receivable or enter into similar transactions.
  
  
  
  	4.4	Satisfaction of Conditions.  The parties hereto shall use
  their best efforts to satisfy all conditions precedent to the
  Closing on or prior to the Closing Date.
  
  
  
  	4.5	Consents.  The parties shall obtain all material consents,
  assignments or approvals of third parties which may be required
  to any and all of the transactions contemplated hereby.  The
  Corporation shall use its best efforts to prepare, file with the
  U.S. Securities and Exchange and distribute to shareholders a
  proxy statement, and all other documents relating thereto, and
  hold a shareholders' meeting relating to the approval of the
  transaction contemplated by this Agreement as soon as reasonably
  possible.  All disclosure in such documents relating to Newco
  and the transactions contemplated by this Agreement shall be
  subject to Newco's approval.  The Corporation shall use its best
  efforts to obtain shareholder approval of the Merger.
  
  
  
  	4.6	Voting.  NCS shall vote the Majority Shares in favor of all
  transactions necessary to accomplish the Merger between the
  Corporation and Newco and the transactions contemplated by this
  Agreement, provided, however, NCS shall not be obligated to vote
  in favor of the Merger if and only if NCS reasonably determines,
  in good faith and after full and advised consideration, that
  such vote in favor of the Merger would cause NCS to breach its
  fiduciary duties under applicable law.
  
  
  
  	4.7	Tax Sharing Agreement.  Within forty-five (45) days after
  the Closing Date, NCS shall deliver to Newco a final computation
  reflecting the amount owed as of the Closing Date to the
  Corporation or to NCS pursuant to the Tax Sharing Agreement,
  effective as of December 20, 1993.  Newco shall have a period of
  ten (10) days to agree or disagree with such computation.  If
  Newco disagrees with such computation, an independent third
  party mutually agreed upon by Newco and NCS shall compute the
  amount owed and such determination shall be binding upon NCS and
  Newco.  The amount owed for the period ending January 31, 1996
  shall be paid within ten (10) days of determination.  The
  remainder which is associated with NCS's tax year ending January
  31, 1997 shall be paid upon NCS's filing of its tax return for
  the fiscal year ending January 31, 1997.
  
  
  
  	4.8	Employee Benefit Plans.  Commencing on the Closing Date,
  the Corporation's employees shall be entitled to participate in
  Newco's employee benefit plans.  For purposes of participating
  in such plans the Corporations employees shall be deemed to have
  been employees of Newco as of their actual employment
  commencement date with the Corporation, however, for purposes of
  this Section 4.8, in no event shall such date be deemed to be
  less than one (1) year prior to the Closing Date nor shall any
  employee be deemed to have been employed by the Corporation for
  more than five (5) years.
  
  
  
  	4.9	Confidentiality.  The parties to this Agreement will each
  hold, and will use its best efforts to cause its respective
  officers, directors, employees, consultants, advisors and agents
  to hold, in confidence, unless compelled to disclose by judicial
  or administrative process or by other requirements of law, all
  confidential documents and information concerning the
  Corporation, Newco and DHT furnished in connection with the
  transactions contemplated by this Agreement, except to the
  extent that such information can be shown to have been (i)
  previously known on a nonconfidential basis by such party, (ii)
  in the public domain through no fault of any party hereto, or
  (iii) later lawfully acquired by a party hereto from sources
  other than a party hereto, provided that any party hereto may
  disclose such information to its officers, directors, employees,
  consultants, advisors and agents, lenders and other investors in
  connection with the transactions contemplated by this Agreement
  so long as such persons are informed by such party of the
  confidential nature of such information and are directed by such
  party to treat such information confidentially.  The obligation
  of each party hereto to hold any such information in confidence
  shall be satisfied if it exercises the same care with respect to
  such information as it would take to
  
  
  
  
  
  <PAGE>
  
  preserve the confidentiality of its own similar information.  If this
  Agreement is terminated, such confidences shall be maintained
  and each party hereto will, and will use its best efforts to
  cause its officers, directors, employees, consultants, advisors
  and agents to, destroy or deliver upon request, all documents
  and other materials, and all copies thereof, obtained by such
  party or on its behalf from such other party hereto in
  connection with this Agreement that are subject to such
  confidence.
  
  
  
  	4.10	No Solicitation.  In consideration of the efforts and
  expenses incurred by Newco and DHT to effect the consummation of
  the transactions contemplated herein, the Corporation covenants
  and agrees that from the date hereof, it shall not initiate,
  solicit or seek, directly or indirectly, by any means or in any
  form or manner whatsoever, to enter any transaction with a third
  party which may result in the sale of all or substantially all
  of its assets, the sale of its capital stock, its merger with or
  into another entity or any business combination.  Furthermore,
  the Corporation agrees that in the event, not as a result of its
  solicitation or initiation, it engages discussions or
  negotiations, oral or written, with a third party to engage in a
  transaction which may result in the sale of all or substantially
  all of its assets, the sale of its capital stock, its merger
  with or into another entity or any other business combination,
  it shall immediately notify Newco and keep Newco apprised of the
  progress of such discussions and/or negotiations, and shall
  promptly provide Newco true, correct and complete copies of all
  correspondence and documents related thereto.
  
  
  
  	4.11	Covenants of the Corporation.  Sections 4.1, 4.2, 4.3 and
  4.8 are solely the responsibility of the Corporation.
  
  
  
  ARTICLE 5
  
  
  
  CONDITIONS PRECEDENT TO CLOSING
  
  
  
  	5.1	Conditions Precedent to the Obligations of Newco.  The
  obligation of Newco to complete the transactions contemplated by
  this Agreement shall be subject to the fulfillment at or prior
  to the Closing of each of the following conditions:
  
  
  
  		(a)	Representations True at Closing.  The representations and
  warranties of the Corporation and NCS contained in this
  Agreement and all schedules attached hereto, shall be true and
  correct in all material respects at and as of the date hereof
  and they shall be true and correct in all material respects at
  and as of the Closing Date with the same force and effect as
  though made at and as of that time.
  
  
  
  		(b)	Compliance with Conditions of Agreement.  The Corporation
  and NCS shall have performed and complied in all material
  respects with all material obligations required by this
  Agreement as a condition precedent to Closing.
  
  
  
  		(c)	Lack of Material Adverse Change.  There shall not have
  been any material adverse change in the condition, financial or
  otherwise, of the Corporations business or in the ability to
  continue to conduct the business in the usual and ordinary
  course.
  
  
  
  		(d)	Compliance Certificate from Corporation.  The President of
  the Corporation, shall deliver to Newco at the Closing a
  certificate confirming the matters specified in Sections 5.1(a)
  and (b) as they relate to the Corporation.
  
  
  
  		(e)	Board and Shareholder Approval.  The Board of Directors
  and shareholders of the Corporation shall have approved the
  Merger, Agreement of Merger, this Agreement and the transactions
  contemplated hereby.
  
  
  
  		(f)	Secretary's Certificate from Corporation.  A certificate,
  dated as of the Closing Date, of the Secretary of the
  Corporation certifying that: (i) attached is a true and correct
  copy of the Articles of Incorporation and Bylaws of the
  Corporation as then in effect; (ii) attached is a true and
  correct copy and the
  
  
  
  
  
  <PAGE>
  
  resolutions adopted by the Board of
  Directors and shareholders of the Corporation approving the
  Merger, Merger Agreement, this Agreement and the transactions
  contemplated hereby; and (iii) to the incumbency and specimen
  signatures of each officer of the Corporation executing this
  Agreement and the other agreements and certificates contemplated
  thereby.
  
  
  
  		(g)	Secretary's Certificate from NCS.  A certificate, dated as
  of the Closing Date, of the Secretary of NCS certifying that (i)
  this Agreement and the transactions contemplated hereby have
  been duly authorized by NCS and (ii) to the incumbency and
  specimen signatures of each officer of NCS executing this
  Agreement and the other agreements and certificates contemplated
  hereby.
  
  
  
  		(h)	Compliance Certificate from NCS.  An officer of NCS shall
  deliver to Newco at Closing a certificate confirming the matters
  specified in Sections 5.1(a) and (b) as they relate to NCS.
  
  
  
  		(i)	Opinion of Counsel.  Newco shall have received from
  Lindquist and Vennum, PLLP, counsel for NCS and Corporation, an
  opinion, dated as of the Closing, in the form attached hereto as
  Exhibit "C."
  
  
  
  		(j)	Information.  Newco shall have received all information
  reasonably requested by it relating to the business of the
  Corporation.
  
  
  
  		(k)	Employee Benefit Plans.  The Corporation shall have
  arranged to have terminated all employee benefit plans of any
  kind or nature, and any and all rights or obligations relating
  thereto, simultaneous with the Closing or as soon thereafter as
  practicable except with respect to the Corporation's 401(K) plan
  and Employee Stock Ownership Plan in connection with which all
  benefits thereunder shall be frozen prior to the Closing Date.
  
  
  
  		(l)	Service Agreement.  The Service Agreement, effective June
  1, 1994, between the NCS and the Corporation, and all right and
  obligations relating thereto, shall be terminated.
  
  
  
  		(m)	Security Interest.  NCS shall have terminated all security
  interests relating to the Corporation's assets, tangible or
  intangible, and filed all appropriate termination statements
  with filing offices.
  
  
  
  		(n)	General Assignment.  NCS shall deliver to Newco a general
  assignment in a form reasonably satisfactory to Newco and NCS
  counsel with respect to any interest it may have in the
  Corporation's patents, patent applications, trademarks,
  tradenames, service marks or Software.  The general assignment
  shall not include any trademarks, tradenames or service marks
  identifying or referring to NCS or its business.
  
  
  
  		(o)	Absence of Litigation or Claim.  Neither Corporation or
  NCS shall have become aware or received notice of any
  threatened, pending or commenced litigation, arbitration,
  administrative hearing or investigation, termination of any
  material contract, or other action seeking to prevent, or having
  a potential material detrimental effect upon Newco in connection
  with, the consummation of the transactions contemplated by this
  Agreement, nor shall such action(s) have been pending, commenced
  or threatened.
  
  
  
  		(p)	All Proceedings to be Satisfactory.  All corporate and
  other proceedings to be taken by the Corporation in connection
  with the transactions contemplate by this Agreement and all
  documents incident thereto shall be reasonably satisfactory in
  form and substance to Newco and its counsel, and Newco and its
  counsel shall have received all such counterpart originals or
  certified or other copies of such documents as they reasonably
  may request.
  
  
  
  		(q)	Consents.  Corporation shall have obtained all material
  consents required to be obtained by it in connection with the
  consummation of the transactions contemplated by this Agreement. 
  
  
  
  
  
  <PAGE>
  
  
  	5.2	Conditions Precedent to Obligations of Corporation and NCS.
   The obligation of Corporation and NCS to consummate the
  transactions contemplated herein shall be subject to the
  fulfillment at or prior to the Closing of each of the following
  conditions:
  
  
  
  		(a)	Representations True at Closing.  The representations and
  warranties of Newco contained in this Agreement shall be true
  and correct in all material respects at and as of the date
  hereof, and they shall be true and correct in all material
  respects at and as of the Closing Date with the same force and
  effect as though made at and as of that time.  Newco shall have
  performed and complied with all of its obligations required by
  this Agreement to be performed or complied with at or prior to
  the Closing.
  
  
  
  		(b)	Compliance with Conditions of Agreement.  Newco shall have
  performed and complied in all material respects with its
  obligations required by this Agreement.
  
  
  
  		(c)	Norwest Bank.  Newco or DHT shall have entered into an
  agreement with Norwest Bank ("Bank") with respect to that
  certain Line of Credit between the Corporation, as maker, and
  the Bank, as payee, upon terms satisfactory to NCS, whereby the
  Bank shall release and hold harmless the NCS under its guarantee
  of such Letter of Credit.  Newco agrees to pay down the amount
  outstanding under the Letter of Credit if necessary to release
  and hold harmless the NCS from such guarantee.
  
  
  
  		(d)	Lease Commitment.  Newco or DHT shall have entered into
  agreements with certain parties to assume the customer and bank
  lease commitments set forth on Schedule 5.2(d), upon terms
  satisfactory to NCS, relating to representations and warranties
  on agreements between the Corporation and its customers and
  leasing company whereby NCS is currently the guarantor.
  
  
  
  		(e)	Promissory Note.  Newco or DHT shall have paid to NCS the
  balance outstanding at time of Closing, in satisfaction of all
  amounts due under that certain promissory note dated March 31,
  1995 by and between the Corporation, as maker, and NCS, as payee.
  
  
  
  		(f)	Opinion of Counsel.  Corporation and NCS shall have
  received from Cohen, Berke, Bernstein, Brodie, Kondell & Laszlo,
  P.A., counsel for Newco, an opinion, dated as of the Closing, in
  the form attached hereto as Exhibit "D."
  
  
  
  		(g)	Customer Support Agreements.  Newco or DHT shall have used
  its best efforts to assume the customer standby support
  agreements between NCS and customers of the Corporation listed
  on Schedule 5.2(d) hereto.
  
  
  
  		(h)	Compliance Certificate from Newco.  The President of Newco
  shall deliver to the Corporation and NCS at the Closing a
  certificate confirming the matters specified in Sections 5.2(a)
  and (b).
  
  
  
  		(i)	Secretary's Certificate from Newco.  A certificate, dated
  as of the Closing Date, of the Secretary of Newco certifying
  that:  (i) attached is a true and correct copy of the Articles
  of Incorporation and Bylaws of Newco as then in effect; (ii)
  attached is a true and correct copy and the resolutions adopted
  by the Board of Directors and shareholders of Newco approving
  the Merger, Merger Agreement, this Agreement and the
  transactions contemplated hereby; and (iii) to the incumbency
  and specimen signatures of each officer of Newco, executing this
  Agreement and the other agreements and certificates contemplated
  hereby.
  
  
  
  		(j)	Absence of Litigation or Claim.  Newco shall not have
  become aware or received notice of any threatened, pending or
  commenced litigation, arbitration, administrative hearing or
  investigation, termination of any material contract, or other
  action seeking to prevent, or having a potential detrimental
  effect upon the Corporation or NCS in connection with, the
  consummation of the transactions contemplated by this Agreement,
  nor shall such action(s) have been pending, commenced or
  threatened.
  
  
  
  
  
  <PAGE>
  
  
  		(k)	All Proceedings to be Satisfactory.  All corporate and
  other proceedings to be taken by Newco in connection with the
  transactions contemplated by this Agreement and all documents
  incident thereto shall be reasonably satisfactory in form and
  substance to the Corporation, NCS and their respective counsel,
  and the Corporation, NCS and their respective counsel shall have
  received all such counterpart originals or certified or other
  copies of such documents as they reasonably may request.
  
  
  
  		(l)	Fairness Opinion and Shareholders Approval.  The fairness
  opinion of John G. Kinnard and Company, Inc. shall be
  satisfactorily updated concurrent with mailing the proxy
  material to the shareholders and the shareholders of the
  Corporation shall have duly approved the Merger.
  
  
  
  ARTICLE 6
  
  
  
  INDEMNIFICATION
  
  
  
  	6.1	Indemnification.
  
  
  
  		(a)	Subject to subsection (d) below, NCS shall indemnify Newco
  and hold it harmless against any loss, liability, damage,
  deficiency or expense (including reasonable legal expenses and
  costs as incurred) (collectively, "Losses") which Newco may
  suffer, sustain or become subject to, directly or indirectly, as
  a result of or in connection with the breach or inaccuracy by
  NCS of its representations or warranties contained in Section
  3.2 of this Agreement.  With respect to claims for breaches of
  representations or warranties contained in this Agreement, or in
  any agreement relating to or contemplated hereby, NCS shall be
  liable with respect to any Losses regardless of when finally
  ascertained, provided written notice is given by Newco pursuant
  toParagraph(d) below.  Notwithstanding the foregoing, the
  representations and warranties of NCS and the indemnification
  obligation of NCS contained in this Agreement shall terminate
  and expire six (6) months from the Closing Date.  Furthermore,
  the maximum aggregate amount which NCS may be liable for
  pursuant to its indemnification obligation contained in this
  Agreement shall be $355,000.
  
  
  
  		(b)	Subject to subsection (d) below, Newco shall indemnify the
  Corporation and NCS and hold them harmless against any Losses
  which they may suffer, sustain or become subject to, as the
  result of or in connection with (i) the breach by Newco of any
  representation or warranty of Newco contained in this Agreement,
  or in any agreement relating to or contemplated hereby, or (ii)
  the breach by Newco of any covenant or agreement of Newco
  contained in this Agreement or in any agreement relating to or
  contemplated hereby.  With respect to claims for breaches of
  representation and warranties contained in this Agreement, or in
  any agreement relating to or contemplated hereby, Newco will be
  liable with respect to any Losses, regardless of when finally
  ascertained, if written notice of a claim for such breach is
  given by Corporation or NCS to Newco pursuant to paragraph (c)
  below.
  
  
  
  		(c)	Subject to subsection (d) below, Newco and DHT shall
  indemnify NCS and hold it harmless against any Losses (including
  without limitation, any cost or expenses associated with
  performance of standby support obligations) which it may suffer,
  sustain, incur or become subject to, as a result of or in
  connection with, any claim, demand or other requirement made or
  asserted against NCS from and after the Closing Date, under,
  pursuant to or arising out of any standby support agreement or
  other similar agreement between NCS and any customer of the
  Corporation, as listed on Schedule 5.2(d) hereto, pursuant to
  which NCS guarantees, agrees to provide for or agrees to perform
  in place of, the performance of the Corporation, (collectively,
  "Standby Support Agreements").  Notwithstanding subsection (d)
  below, NCS shall be entitled at its option, but not obligated,
  to perform the requirements of any Standby Support Agreement,
  upon customer demand until and unless Newco provides performance
  which is satisfactory to the customer as confirmed by the
  customer in writing, and all expense of such performance, if
  any, in addition to any other Losses resulting from such claim,
  shall be subject to the indemnity provided in this Section
  6.1(c).
  
  
  
  		(d)	Any party making a claim for indemnification under this
  Section 6.1 (an "Indemnitee") shall notify the indemnifying
  party (an "Indemnitor") of the claim in writing promptly after
  discovering the claim
  
  
  
  
  
  <PAGE>
  
  
  or receiving written notice of a claim
  against it (if by a third party), describing the claim, the
  amount thereof (if known and quantifiable), and the basis
  thereof.  Any claim for indemnification under this Section 6.1
  to the extent such claim can be reasonably quantified, must be
  for a minimum amount of $15,000 or when the amount of such claim
  is aggregated with other claims for indemnification brought
  under this Section 6.1 equals or exceeds $15,000.  An Indemnitor
  shall be entitled to participate in the defense of such action
  at its expense, and at its option (subject to the limitations
  set forth below) shall be entitled to assume control of such
  defense with reputable counsel; provided, that prior to
  Indemnitor assuming control of such defense it or they shall
  first verify to the Indemnitee in writing that such Indemnitor
  shall be fully responsible for such claim and that it will
  provide the full indemnification required hereunder to
  Indemnitee with respect to such claim, including payment thereof
  and performance thereunder; and provided further, that:
  
  
  
  			(i)	The Indemnitee shall be entitled to participate in the
  defense of such claim and to employ counsel of its choice for
  such purpose, the fees and expenses of such separate counsel
  which shall be borne by Indemnitee.  Notwithstanding the
  foregoing, the fees and expensesof such separate counsel
  incurred prior to the date the Indemnitor's counsel effectively
  assumes control of such defense shall be borne by the
  Indemnitor; and
  
  
  
  			(ii)	The Indemnitee shall be entitled to assume control of
  such defense and shall bear the fees and expenses of counsel
  retained by the Indemnitor if, upon petition by Indemnitee, the
  appropriate court rules that the Indemnitor failed or is failing
  to vigorously prosecute or defend such claim; and
  
  
  
  			(iii)	The Indemnitor shall not be entitled to control the
  defense of any claim to the extent that the claim seeks an
  injunction or equitable relief against Indemnitee which, if
  successful, could materially interfere with the business of the
  Indemnitee.  If the Indemnitor, with the consent of the
  Indemnitee, shall control the defense of any such claim, the
  Indemnitor shall obtain the prior written consent of the
  Indemnitee (which shall not be unreasonably withheld) before
  entering into any settlement of a claim or ceasing to defend
  such claim, if pursuant to or as a result of such settlement or
  cessation, injunction or other equitable relief will be imposed
  against the Indemnitee.
  
  
  
  			(iv)	If the claim is the result of an asserted breach of any
  warranty, representation or covenant, and such claim is
  material, then the costs of defense of such claim shall be borne
  by the Indemnitor on a current basis if so requested by
  Indemnitee.
  
  
  
  ARTICLE 7
  
  
  
  MISCELLANEOUS PROVISIONS
  
  
  
  	7.1	Survival of Representations and Warranties.  Unless limited
  herein to the contrary, all representations, warranties,
  covenants and other agreements contained herein or appended
  hereto shall survive the execution and delivery of this
  agreement and the Closing, irrespective of any investigation
  made by or on behalf of either party.
  
  
  
  	7.2	Notices.  All notices which are permitted or required under
  this Agreement shall be in writing and delivered personally or
  by certified mail, postage prepaid, addressed as follows, or to
  such other person or address as may be designated by written
  notice by one party to another:
  
  
  
  	If to Newco:	      	DMI ACQUISITION CORP.
             			      	101 Southhall Lane, Suite 210
             				      Maitland, Florida  32751
             			      	Attn:  Mitchel J. Laskey, President
  
  
  
  <PAGE>
  
  <PAGE>
  	With a copy to:		  Richard N. Bernstein, Esq.
                   				Cohen, Berke, Bernstein,
                 				  Brodie, Kondell & Laszlo, P.A.
                   				Terremark Centre, 19th Floor
                   				2601 South Bayshore Drive
                   				Miami, Florida  33133
  
  
  
  	If to DHT:	        	Dynamic Healthcare Technologies, Inc.
                   				101 Southhall Lane, Suite 210
                   				Maitland, Florida  32751
                   				Attn:  Mitchel J. Laskey, President
  
  
  
  	With a copy to:   		Richard N. Bernstein, Esq.
                   				Cohen, Berke, Bernstein,
                 				  Brodie, Kondell & Laszlo, P.A.
                   				Terremark Centre, 19th Floor
                   				2601 South Bayshore Drive
                   				Miami, Florida  33133
  
  
  
  	If to Corporation:	 DIMENSIONAL MEDICINE, INC.
                   				10901 Bren Road East
                   				Minnesota, MN  55343
                   				Attn:  John Paumen, President
  
  
  
  	With a Copy to:	   	John Houston, Esq.
                   				Lindquist & Vennum, P.L.L.P.
                   				4200 IDS Center
                   				Minneapolis, MN  55402
  
  
  
  	If to NCS:        		NATIONAL COMPUTER SYSTEMS, INC.
                   				11000 Prairie Lakes Drive
                   				Eden Prairie, Minnesota  55354
                   				Attn:  Ms. Adrienne Tietz
  
  
  
  	With a Copy to:   		Mr. Michael C. Brewer, Esq.
                   				National Computer Systems, Inc.
                   				11000 Prairie Lakes Drive
                   				Eden Prairie, Minnesota  55354
  
  
  
  Notices shall be deemed delivered when delivered personally or
  when mailed by prepaid certified or registered mail with return
  receipt requested, or air courier which provides for evidence of
  delivery.
  
  
  
  		The addresses set forth above shall be conclusive for all
  purposes unless and until written notice of a change of address
  shall be sent to the parties herein.
  
  
  
  	7.3	Notification of Certain Matters.  Corporation and NCS shall
  give prompt notice to Newco of:
  
  
  
  		(a)	any notice of, or other written communication relating to,
  any default or event which with notice or lapse of time or both,
  would become a default, received by Corporation, NCS or any
  affiliate, subsequent to the date of this Agreement and prior to
  the date of closing, under any contract, agreement or instrument
  to which Corporation is a party;
  
  
  
  
  <PAGE>
  
  		(b)	any notice or other communication from any third party
  alleging that the consent of such third party is or may be
  required in connection with the transactions contemplated by
  this Agreement;
  
  
  
  		(c)	any written communication from any third party, or any
  oral communication from any third party which Corporation or NCS
  reasonably believes is the precursor of a written communication
  challenging the legality or fairness of this Agreement or
  threatening any action or proceeding in respect to this
  Agreement with a view to preventing the consummation of this
  transaction; and
  
  
  
  		(d)	the occurrence of any event or the failure of any event to
  occur that results in a breach of any representation or warranty
  of Corporation or NCS or a failure of Corporation or NCS to
  comply with any covenant, condition or agreement contained
  herein.
  
  
  
  		(e)	Any notice of the exercise of dissenter's rights by any
  Corporation stockholder.  
  
  
  
  	7.4	Termination.  This Agreement may be terminated and the
  Merger may be abandoned at anytime prior to the Closing
  (notwithstanding any approval of this Agreement by the
  shareholders of the Corporation):
  
  
  
  		(a)	by mutual written consent of the Corporation and Newco;
  
  
  
  		(b)	by either the Corporation or Newco, if there has been a
  material misrepresentation, material breach of warranty or
  violation of any material covenant on the part of the other
  party in the representations, warranties and covenants contained
  herein;
  
  
  
  		(c)	by either the Corporation or Newco, if the Closing has not
  occurred by May 15, 1996; provided that no party may terminate
  this Agreement pursuant to this clause if such party's failure
  to fulfill any of its obligations under this Agreement shall
  have been the reason the Closing shall not have occurred on or
  before said date;
  
  
  
  		(d)	by either the Corporation or Newco, if there shall be any
  law or regulation that makes consummation of the Merger illegal
  or otherwise prohibited or if any judgment, injunction, order or
  decree enjoining the Corporation or Newco from consummating the
  Merger is entered and such judgment, injunction, order or decree
  shall become final and non-appealable;
  
  
  
  		(e)	by either the Corporation and Newco, if the Corporation's
  shareholders shall have voted on and failed to adopt and approve
  this Agreement and the Merger.
  
  
  
  	7.5	Knowledge.  In the context of this Agreement, where the
  standard of knowledge is applied with respect to any
  representation or warranty on the part of the Corporation, this
  shall mean the knowledge of John Paumen, Mark Holman or Adrienne
  Tietz.  In the context of this Agreement, where the standard of
  knowledge is applied with respect to any representation or
  warranty on the part of NCS, this shall mean the knowledge of
  Adrienne Tietz.
  
  
  
  	7.6	No Assignment.  This Agreement may not be assigned by
  either party without the prior written consent of the other
  party.
  
  
  
  	7.7	Severability.  Any provision of this Agreement which is
  invalid or unenforceable shall be ineffective to the extent of
  such invalidity or unenforceability, without affecting in any
  way the remaining provisions hereof.
  
  
  
  	7.8	Governing Law.  This Agreement is deemed to have been made
  in the State of Florida and its interpretations, its
  construction and the remedies for its enforcement or breach are
  to be applied pursuant to, and in accordance with, the laws of
  the State of Florida for contracts made and to be performed in
  that State.
  
  
  
  
  
  <PAGE>
  
  
  	7.9	Schedules.  It is acknowledged and agreed that all
  schedules to this Agreement are an integral part hereof and are
  incorporated, in total, by reference fully as a part of this
  Agreement in all respects.  Any schedule or exhibit which is not
  attached hereto at the time of the execution of this Agreement
  shall be exchanged at or prior to the time of Closing, and shall
  be subject to review and approval by the parties hereto and
  agreed to by them.
  
  
  
  	7.10	Incorporation and Amendment.  This writing constitutes the
  entire agreement of the parties superseding and extinguishing
  all prior agreements or understandings, representations or
  warranties, relating to the subject matter hereof. This
  Agreement may not be modified, amended or terminated except by
  written agreement specifically referring to this Agreement
  signed by the parties hereto.
  
  
  
  	7.11	Remedies.  Newco, and Corporation and NCS agree that any
  dispute arising among the parties hereto shall be settled by a
  court of competent jurisdiction in accordance with applicable
  law and that the parties shall be free to petition the court for
  all appropriate legal and/or equitable remedies inclusive of
  specific performance  and injunctive relief.
  
  
  
  	7.12	Waiver.  No waiver of any breach or default hereunder
  shall be considered valid unless in writing and signed by the
  party giving such waiver, and no such waiver shall be deemed a
  waiver of any subsequent breach or default of the same or
  similar nature.
  
  
  
  	7.13	Headings.  The paragraph headings contained herein are for
  the purpose of convenience only and are not intended to define
  or limit the contents of said paragraphs.
  
  
  
  	7.14	Further Action.  Each party hereto shall take such further
  action and shall execute and deliver such further documents as
  may be reasonably requested by the other party in order to carry
  out the provisions and purposes of this Agreement.
  
  
  
  	7.15	Counterparts.  This Agreement may be executed in one or
  more counterparts, all of which taken together shall be deemed
  one original.
  
  
  
  	7.16	Venue.  The parties hereto mutually agree that proper
  venue with respect to any dispute arising hereunder, related
  hereto and connected herewith shall be Seminole County, Florida.
  
  
  
  	7.17	Public Announcements.  No party shall, without the prior
  written consent from the other parties, issue any press release
  or furnish any written statement to the Corporation's employees
  or to the public concerning the transactions contemplated by
  this Agreement.
  
  
  
  
  
  [THE BOTTOM OF THIS PAGE INTENTIONALLY BLANK]
  
  
  
  
  <PAGE>
  
  <PAGE>
  	IN WITNESS WHEREOF, this Agreement has been duly executed as of
  the date first written above.
  
  
  
                           						THE CORPORATION:
  
                           						DIMENSIONAL MEDICINE INC.,
                                 a Minnesota corporation
  
  
  
                           						By:  /S/JOHN P. PAUMEN
                                      John P. Paumen, President
  
  
  
                           						NCS:
  
                            					NATIONAL COMPUTER SYSTEMS, INC.,
                                 a Minnesota	corporation
  
  
  
                           						By:  /S/ADRIENNE T. TIETZ
                                      Adrienne T. Tietz, Vice President
  
  
  
                           						NEWCO:
  
                           						DMI ACQUISITION CORP.,
                                 a Florida corporation
  
  
  
                           						By:  /S/MITCHEL J. LASKEY
                                      Mitchel J. Laskey, President
  
  
  
                           						DHT:
  
                           						DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                                 a	Nebraska corporation
  
  
  
                                 By:  /S/MITCHEL J. LASKEY
                                     	Mitchel J. Laskey, President
  
  
  
  
  
  
  <PAGE>
  
  
                                   AMENDMENT
                                to that certain
                                Merger Agreement
                                  by and among
                             DMI Acquisition Corp.,
                     Dynamic Healthcare Technologies, Inc.,
                        National Computer Systems, Inc.,
                                      and
                          Dimensional Medicine, Inc.
                            dated February 5, 1996.
  
  
  
  	This Amendment is entered into effective as of March 26, 1996,
  by and among DMI ACQUISITION CORP., a Florida corporation
  ("Newco"), DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
  corporation ("DHT"), NATIONAL COMPUTER SYSTEMS, INC., a
  Minnesota corporation ("NCS") and DIMENSIONAL MEDICINE, INC., a
  Minnesota corporation (the "Corporation") for the purpose of
  amending the Merger Agreement described above.  The parties
  respectively acknowledge the receipt and sufficiency of the
  consideration for this Amendment and that it is binding,
  enforceable and modifies the Merger Agreement as contemplated by
  Section 7.10 therein.
  
  
  
  I.	The text of Section 5.2(d) of the Merger Agreement is deleted
  in its entirety and the following is substituted:  "[Reserved.]" 
  
  
  
  II.	The text of Section 6.1(c) of the Merger Agreement is
  deleted in its entirety and the following is substituted:  
  
  
  
  	"Subject to subsection (d) below, Newco and DHT shall indemnify
  NCS and hold it harmless against any Losses (including without
  limitation, any cost or expenses associated with performance of
  lease or standby support obligations) which it may suffer,
  sustain, incur or become subject to, as a result of or in
  connection with, any claim, demand or other requirement made or
  asserted against NCS from and after the Closing Date, under,
  pursuant to or arising out of:  (i) any standby support
  agreement or other similar agreement between NCS and any
  customer of the Corporation, as listed on Schedule 5.2(d)
  hereto, pursuant to which NCS guarantees, agrees to provide for
  or agrees to perform in place of, the performance of the
  Corporation, (collectively, "Standby Support Agreements"), or
  (ii) any guarantees listed under the heading "Lease Guarantees"
  on Schedule 5.2(d) hereto.  Notwithstanding subsection (d)
  below, NCS shall be entitled at its option, but not obligated,
  to perform the requirements of any Standby Support Agreement,
  upon customer demand until and unless Newco provides performance
  which is satisfactory to the customer as confirmed by the
  customer in writing, and all expense of such performance, if
  any, in addition to any other Losses resulting from such claim,
  shall be subject to the indemnity provided in this Section
  6.1(c)."
  
  
  
  
  
  <PAGE>
  
  
  <PAGE>
  IN WITNESS WHEREOF, this Amendment has been duly executed as of
  the date first written above.
  
  
  
                             						THE CORPORATION:
  
                             						DIMENSIONAL MEDICINE, INC., 
                                   a Minnesota corporation
  
  
  
                                   By:  /S/JOHN P. PAUMEN
                                        John P. Paumen, President
  
  
  
                                   NCS:
  
                             						NATIONAL COMPUTER SYSTEMS, INC.,
                                   a Minnesota corporation
  
  
  
                             						By:  /S/ADRIENNE T. TIETZ
                                        Adrienne T. Tietz, Vice President
  
  
  
                                   DHT:
  
                                   DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                                   a Nebraska corporation
  
  
  
                                   By:  /S/MITCHEL J. LASKEY
                                        Mitchel J. Laskey, President
  
  
  
                                   NEWCO:
  
                                   DMI ACQUISITION CORP., 
                                   a Florida corporation
  
  
  
                                   By:  /S/MITCHEL J. LASKEY
                                        Mitchel J. Laskey
  
  
  
  
  
  
  
  <PAGE>
  
  
                                AMENDMENT NO. 2
                       to that certain Merger Agreement
                      By and among DMI Acquisition Corp.,
                    Dynamic Healthcare Technologies, Inc.,
                       National Computer Systems, Inc.
                                    and
                          Dimensional Medicine, Inc.
                            dated February 5, 1996
                      and amended as of March 26, 1996.
  
  
  
  	This Amendment is entered into effective as of May 1, 1996 by
  and among DMI ACQUISITION CORP., a Florida corporation
  ("Newco"), DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
  corporation ("DHT"), NATIONAL COMPUTER SYSTEMS, INC., a
  Minnesota corporation ("NCS") and DIMENSIONAL MEDICINE, INC., a
  Minnesota corporation ("DMI") for the purpose of amending the
  Merger Agreement described above.  The parties respectively
  acknowledge the receipt and sufficiency of the consideration for
  this Amendment and that it is binding, enforceable and modifies
  the Merger Agreement as contemplated by Section 7.10 therein.
  
  
  
  I.	The text of Section 5.2(e) is deleted in its entirety and the
  following is substituted:
  
  
  
  	"The amount outstanding under that certain Promissory Note
  dated March 31, 1995 by and between the Corporation, as maker,
  and NCS, as payee, as of May 1, 1996 is $541,938.00 plus accrued
  interest of $2,762.00.  Newco shall, as of the Closing, have
  paid to NCS $294,745.00 and shall have executed and delivered to
  NCS a Promissory Note in the form of Exhibit A hereto committing
  to pay NCS $250,000 on or before July 1, 1996, provided that the
  amount outstanding shall be due and payable immediately if Newco
  has not provided NCS on or prior to June 15, 1996 a letter which
  evidences Newco's ability to satisfy the obligation incurred
  under the Promissory Note by July 1, 1996.  The Promissory Note
  shall bear interest at the rate of 8.25% per annum, shall be
  fully secured pursuant to a security agreement in the form
  attached hereto as Exhibit B and Newco shall operate in
  accordance with a lockbox arrangement in the form attached
  hereto as Exhibit C." 
  
  
  
  II.	The text of Section 5.1(m) of the Merger Agreement is
  deleted in its entirety and the following is substituted:
  "[Reserved]."
  
  
  
  III.	The text of Section 4.7 of the Merger Agreement is deleted
  in its entirety and the following is substituted:
  
  
  
  	"At the closing, NCS shall deliver its check in the amount of
  $63,964.00 to Newco in full satisfaction of amounts due by NCS
  to the Corporation for the period ending January 31, 1996
  pursuant to the Tax Sharing Agreement effective as of December
  20, 1993.  The remainder owed pursuant to the Tax Sharing
  Agreement which is associated with NCS's tax year ending January
  31, 1997 shall be paid upon NCS's filing of its tax return for
  the fiscal year ending January 31, 1997."
  
  
  
  IV.	At the closing, NCS shall pay to Lindquist & Vennum, counsel
  to DMI, all legal fees due to be paid by DMI to Lindquist &
  Vennum as of May 1, 1996 in an amount not to exceed $52,000, and
  shall be reimbursed from funds deposited with DMI in accordance
  with the lockbox arrangement described above.  NCS shall be
  entitled to retain from the first funds received in the lockbox
  following the Closing such amount as is necessary to satisfy the
  amount paid to Lindquist & Vennum.
  
  
  
  V.	All terms and conditions of the Merger Agreement not
  specifically amended hereby shall remain in full force and
  effect.
  
  
  
  
  
  <PAGE>
  
  
  <PAGE>
  IN WITNESS WHEREOF, this Amendment has been duly executed as of
  the date first written above.
  
  
  
                         						DIMENSIONAL MEDICINE, INC.
  
  
  
                         						By:  /S/MARK HOLMAN
                                   	Mark Holman, Chief Financial Officer
                                    and Secretary
  
  
  
                               NATIONAL COMPUTER SYSTEMS, INC.
                           
  
  
                           				By:  /S/ADRIENNE T. TIETZ
                                   	Adrienne T. Tietz, Vice President
  
  
  
                               DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
  
  
                               By:  /S/DAVID M. POMERANCE
                                   	Its:  CEO
  
  
  
  
                               DMI ACQUISITION CORP.
                             
  
  
                               By:  /S/DAVID M. POMERANCE
                                    David M. Pomerance, Secretary
  
  
  
  
  
  <PAGE>
  
  
  
                      ARTICLES OF MERGER AND AGREEMENT AND
                                PLAN OF MERGER
  
  
  
  	This Articles of Merger and Agreement and Plan of Merger
  ("Agreement of Merger") is made as of April 29, 1996 by and
  between DMI Acquisition Corp., a Florida corporation (the
  "Surviving Corporation"), and Dimensional Medicine, Inc., a
  Minnesota corporation ("DMI").  The Surviving Corporation and
  DMI are sometimes hereinafter collectively referred to as
  "Constituent Corporations".
  
  
  
                   W I T N E S S E T H:
  
  
  
  	WHEREAS, the Surviving Corporation is corporation duly
  organized and existing under the laws of the State of Florida
  and, as of the date hereof, the authorized capital stock of the
  Surviving Corporation consists of 10,000 shares of common stock,
  $.01 par value, of which one hundred (100) shares are issued and
  outstanding;
  
  
  
  	WHEREAS, DMI is a corporation duly organized and existing under
  the laws of the State of Minnesota and, as of the date hereof,
  the authorized capital stock of DMI consists of 50,000,000
  shares of common stock, $.15 par value per share ("DMI Common
  Stock"), of which 32,533,460 shares are issued and outstanding; 
  
  
  
  	WHEREAS, the Surviving Corporation, DMI and certain
  shareholders of DMI have entered into a certain Merger Agreement
  dated as of February 5, 1996, as amended, (the "Merger
  Agreement"), which sets forth certain representations,
  warranties, covenants and other agreements in connection with
  the transactions therein and herein contemplated and which
  contemplates the merger (the "Merger") of DMI with and into the
  Surviving Corporation in accordance with this Agreement of
  Merger; and
  
  
  
  	WHEREAS, the Boards of Directors of each of the Constituent
  Corporations deem the Merger advisable and in the best interests
  of each such corporation and their respective shareholders, and
  the Boards of Directors of each of the Constituent Corporations
  and the shareholders of each of the Constituent Corporations
  have adopted and approved the Merger Agreement and this
  Agreement of Merger in accordance with the laws of their
  respective States of incorporation.
  
  
  
  	NOW, THEREFORE, in consideration of the foregoing premises and
  the mutual covenants and agreements contained herein, and for
  other good and valuable consideration, the receipt and adequacy
  of which is hereby acknowledged, the parties hereto agree as
  follows:
  
  
  
                            ARTICLE 1
  
  
  
  	1.	The Merger.  Upon the terms and subject to the conditions
  set forth herein and in the Merger Agreement, DMI shall be
  merged with and into the Surviving Corporation effective as
  of11:59 p.m. Central Standard Time on May 1, 1996.  Such time
  shall be referred to as the "Effective Time," and the "Effective
  Date" of the Merger shall be the date of the Effective Time.  On
  or about the Effective Date, the Constituent Corporations shall
  file with the Secretary of State of the State of Minnesota
  articles of merger prepared and executed in accordance with
  Section 302A.615 of the Minnesota Statutes, together with such
  other agreements and documents required to be filed by a foreign
  surviving corporation pursuant to Section 302A.615(4) and
  otherwise.  As of the Effective Date, the separate corporate
  existence of DMI shall cease and the Surviving Corporation shall
  be the surviving corporation of the Merger.  The separate
  corporate existence of the Surviving Corporation shall continue
  unaffected and unimpaired by the Merger.
  
  
  
  
  
  <PAGE>
  
  
  
                                 ARTICLE 2
  
  
  
  	2.1	Articles of Incorporation.  The Articles of Incorporation
  of the Surviving Corporation, as in effect immediately prior to
  the Effective Time, shall remain in effect and be the Articles
  of Incorporation of the Surviving Corporation at and after the
  Effective Time until duly amended in accordance with the FBCA.
  
  
  
  	2.2	Bylaws.  The Bylaws of the Surviving Corporation, as in
  effect immediately prior to the Effective Time, shall remain in
  effect and be the Bylaws of the Surviving Corporation at and
  after the Effective Time until duly amended in accordance with
  such Bylaws and applicable law.
  
  
  
                                 ARTICLE 3
  
  
  
  	3.1	Exchange and Cancellation of Securities in the Merger.  At
  the Effective Time:
  
  
  
  		3.1.1	Each share of the common stock of the Surviving
  Corporation that is issued and outstanding immediately prior to
  the Effective Time shall remain issued and outstanding
  thereafter and shall constitute the only outstanding shares of
  capital stock of the Surviving Corporation.
  
  
  
  		3.1.2	Each share of DMI Common Stock which constitutes
  treasury stock immediately prior to the Effective Time shall be
  canceled immediately prior to the Effective Time.
  
  
  
  		3.1.3	Each holder of issued and outstanding shares of DMI
  Common Stock which are outstanding immediately prior to the
  Effective Time shall exchange all of his, her or its shares of
  DMI Common Stock for cash and/or other consideration to which
  such holder is entitled pursuant to the terms and conditions set
  forth in the Merger Agreement, subject to the rights of
  dissenting shareholders pursuant to Section 302A.471 of the
  Minnesota Statutes.  The procedures regarding the assertion of
  dissenters' rights shall be conducted in accordance with Section
  302A.473 of the Minnesota Statutes.
  
  
  
  		3.1.4	Each and every share of DMI Common Stock and other
  capital stock of DMI, if any, and any and all options, warrants,
  securities and/or other rights to directly or indirectly
  acquire,whether of record or beneficially, shares of DMI Common
  Stock and/or other capital stock, securities, equity interests
  or profit participation rights with respect to DMI, whether or
  not vested, which prior to the Effective Date are issued or
  outstanding, shall be canceled, terminated and of no further
  force or effect.
  
  
  
  	3.2	Surrender and Payment.  
  
  
  
  		3.2.1	As soon as practicable after the Effective Date, a
  letter of transmittal and instructions will be mailed or
  otherwise made available for use in surrendering to Norwest Bank
  Minnesota, N.A. (the "Exchange Agent") stock certificates which
  immediately prior to the Effective Date represented shares of
  DMI Common Stock.  Each holder of record of a stock certificate
  (a "Certificate") entitled to be exchanged as set forth in
  Section 3.1.3 (other than holders who properly exercise rights
  of dissenting shareholders under Minnesota law) will be entitled
  to receive, upon proper surrender thereof to the Exchange Agent,
  together with a properly completed and duly executed letter of
  transmittal, the cash and/or other consideration as described in
  Section 3.1.3.  Until so surrendered, each Certificate shall be
  deemed for all corporate purposes to evidence only the right to
  receive upon proper surrender (together with a properly
  completed and duly executed letter of transmittal) the cash
  and/or other consideration into which the holder thereof may
  exchange same. 
  
  
  
  		3.2.2	Upon the Effective Time, the stock transfer books of DMI
  shall be closed and no transfer of shares of DMI Common Stock
  shall thereafter be made.  Any cash or other consideration
  deposited with the Exchange Agent for the benefit of the holders
  of Certificates which remain unclaimed after the expiration of
  one year after the Effective Date shall be delivered to the
  Surviving Corporation by the Exchange Agent and, thereafter, the
  Exchange Agent shall not be liable to any person claiming the
  same.  No interest shall accrue or be payable to or for the
  benefit of such holders with respect to any cash or other
  consideration held by the Exchange
  
  
  
  <PAGE>
  
  Agent or the Surviving
  Corporation.  After the return to the Surviving Corporation by
  the Exchange Agent of unclaimed cash or other consideration, the
  Surviving Corporation shall, upon surrender to it of a
  Certificate, deliver to the holder thereof the cash and/or other
  consideration to which said holder shall be entitled pursuant to
  Section 3.1.3 hereof.
  
  
  
  		3.2.3	If any cash or other consideration is to be paid to a
  person other than the registered holder of the Certificate
  surrendered in exchange therefor, it shall be a condition of the
  payment thereof that the Certificate so surrendered shall be
  properly endorsed and otherwise in proper form for transfer and
  that the person requesting such exchange shall pay to the
  Exchange Agent any transfer or other taxes required by virtue of
  the payment of said consideration to a person other than the
  registered holder of the Certificate surrendered.
  
  
  
                                 ARTICLE 4
  
  
  
  	4.1	Effect of Merger. When the Merger has been effected: 
  
  
  
  		4.1.1	The separate existence of DMI shall cease and the
  corporate existence and corporate identity of the Surviving
  Corporation shall continue as the surviving corporation of the
  Merger.
  
  
  
  		4.1.2	The Surviving Corporation shall have the rights,
  privileges, immunities and powers, and shall be subject to all
  of the duties and liabilities, of a corporation under the FBCA.
  
  
  
  		4.1.3	The Surviving Corporation shall possess all of the
  rights, privileges, immunities and franchises, of a public as
  well as a private nature, of DMI, and all property, real
  (immovable), personal (movable), intangible and mixed, and all
  debts due on whatever accounts, including subscriptions to
  shares, and all other choses of action, and all and every other
  interest belonging to DMI, shall be taken and deemed to be
  transferred to and vested in the Surviving Corporation without
  act or deed.
  
  
  
  		4.1.4	The Surviving Corporation shall be responsible and
  liable for all liabilities and obligations of DMI, and any claim
  existing or action or proceeding pending by or threatened
  against DMI may be prosecuted as if the Merger had not taken
  place, and the Surviving Corporation may be substituted in its
  place.  Neither the rights of creditors nor liens upon the
  property of DMI shall be impaired by the Merger.
  
  
  
                                  ARTICLE 5
  
  
  
  	5.1	Counterparts.  This Agreement of Merger may be executed in
  one or more counterparts, each of which shall be deemed to be an
  original, but all of which together shall constitute one
  agreement.
  
  
  
  	5.2	Dates of Shareholder Approval.  This Articles of Merger and
  Agreement and Plan of Merger, the Merger Agreement and the
  Merger were duly approved and adopted by (i) unanimous written
  consent of the sole shareholder of the Surviving Corporation
  dated as of April 29, 1996, and (ii) a majority of the
  shareholders of DMI pursuant to a special meeting of the
  shareholders of DMI held on April 29, 1996.
  
  
  
  	5.3	Dates of Board of Director Approval.  This Articles of
  Merger and Agreement and Plan of Merger, the Merger Agreement
  and the Merger were duly approved and adopted by (i) unanimous
  written consent of the Board of Directors of the Surviving
  Corporation dated as of February 5, 1996, and (ii) unanimous
  vote of the Board of Directors of DMI at a meeting held on April
  29, 1996.
  
  
  
  
  
  <PAGE>
  
  
  	IN WITNESS WHEREOF, each of the Constituent Corporations have
  caused this Agreement of Merger to be executed by their
  respective officers hereunto duly authorized, all as of the date
  first above written.
  
  
  
  ATTEST:	                           			DMI ACQUISITION CORP., a Florida
                                        corporation
  
  
  
  By:  /S/DAVID M. POMERANCE          		By:  /S/MITCHEL J. LASKEY
  Name:    David M. Pomerance	       			Name:    Mitchel J. Laskey
  Title:   Secretary			               		Title:   President
  
  
  
  
  
  ATTEST:			                          		DIMENSIONAL MEDICINE, INC.,
                                        a Minnesota	corporation
  
  
  
  By:  /S/MARK HOLMAN                 		By:  /S/JOHN P. PAUMEN
  Name:    Mark Holman	             				Name:    John P. Paumen
  Title:   Secretary 		              			Title:   President
  
  
  
  
  
  <PAGE>
  
  
  
                        <PAGE>
  CERTIFICATE OF THE SECRETARY
                                     OF
                            DMI ACQUISITION CORP.
  
  
  
  	I, DAVID M. POMERANCE, Secretary of DMI Acquisition Corp., a
  Florida corporation (the "Corporation"), hereby certify that:
  
  
  
  	1.	The Articles of Merger and Agreement and Plan of Merger to
  which this Certificate is attached has been duly executed on
  behalf of the Corporation by its President and Secretary under
  the corporate seal of the Corporation.
  
  
  
  	2.	The Articles of Merger and Agreement and Plan of Merger was
  approved and adopted by unanimous written consent of sole
  shareholder of the Corporation dated as of April 29, 1996.
  
  
  
  
  
  	IN WITNESS WHEREOF, the undersigned has executed this
  certificate as of April 29, 1996.
  
  
  
  
  
  
                                     /S/DAVID M. POMERANCE
                                     David M. Pomerance, Secretary
  
  
  
  
  
  
  
  <PAGE>
  
  
  
                       <PAGE>
  CERTIFICATE OF THE SECRETARY
                                    OF
                         DIMENSIONAL MEDICINE, INC.
  
  
  
  	I, MARK HOLMAN, Secretary of Dimensional Medicine, Inc., a
  Minnesota corporation (the "Corporation"), hereby certify that:
  
  
  
  	The Articles of Merger and Agreement and Plan of Merger to
  which this Certificate is attached has been duly executed on
  behalf of the Corporation by its President and Secretary under
  the corporate seal of the Corporation.
  
  
  
  	The Articles of Merger and Agreement and Plan of Merger was
  approved and adopted by a vote of a majority of the shareholders
  of the Corporation pursuant to a special meeting of the
  shareholders held on April 29, 1996.
  
  
  
  
  
  	IN WITNESS WHEREOF, the undersigned has executed this
  certificate as of April 29, 1996.
  
  
  
  
  
  
  
                                 								/S/MARK HOLMAN
                                         Mark Holman, Secretary
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text: SECURITIES AND EXCHANGE COMMISSION
  
  WASHINGTON, D.C. 20549
  
  FORM 8-K
  
  PURSUANT TO SECTION 13 OR 15(D) OF THE 
  
  SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event report)   May 1, 1996    
                                                      
  
  Commission File Number         0-12516                          
                                                                
  
  Dynamic Healthcare Technologies, Inc.                           
                                                               
  
  (Exact name of registrant as specified in its charter)
  
  Nebraska                                                       
  0-12516                                47-0643468                
  
  (State or other jurisdiction                 (Commission File
  Number)                (IRS E.I.N.)
  
    of  Incorporation)
  
  101 Southhall Lane, Suite 210                   Maitland,
  Florida                32751                                
  
  (Address of principal executive offices)		           (ZIP Code)
  
  (407) 875-9991                                                  
                                                                  
           
  
  (Registrant's telephone, including area code)
  
  None                                                            
                                                                  
                 
  
  (Former name of former address, if changed from last report) 
  
  This report consists of  forty-one (41) pages.
  
  The index to exhibit appears on page five (5).
  FORM 8-K
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
  MAY 1, 1996
  
  Item 1.	Changes in Control of Registrant
  
  	None.
  
  Item 2.	Acquisition or Disposition of Assets
  
  	On May 1, 1996 pursuant to the terms of a Merger Agreement by
  and among Dimensional Medicine, Inc. (LOTC: DIMM) of Minnetonka,
  Minnesota ("DMI"), National Computer Systems, Inc. (the
  principal shareholder of DMI), DMI Acquisition Corp. (a wholly
  owned subsidiary of the Registrant, hereafter "Newco"), and the
  Registrant, DMI was merged with and into Newco.  Under the terms
  of the Merger Agreement the Registrant paid DMI's shareholders
  in the aggregate $550,200, retired approximately $600,000 of
  DMI's senior debt and $500,000 of DMI's previously outstanding
  Line of Credit, and agreed to assume approximately $1,350,000 of
  DMI's other liabilities and costs.  DMI shareholders maintain no
  continuing interest in the future of DMI or Newco.  Funds for
  the transactions came from the Registrant's cash resources. 
  Terms of the Merger Agreement were based upon arms length
  negotiations. 
  
  Item 3.	Bankruptcy or Receivership
  
  	None.
  
  Item 4.	Changes in Registrant's Certifying Accountants
  
  	None.
  
  Item 5.	Other Events
  
  	None.
  
  Item 6.	Resignations of Registrant's Directors
  
  	None.
  
  Item 7.	Financial Statements and Exhibits
  
  	(a)	Financial Statements of Businesses Acquired.
  
  			The Registrant will file with the Commission the financial
  statements required by this item within 60 days after the date
  of this Form 8-K.
  
  	(b)	ProForma Financial Information
  
  			The Registrant will file with the Commission the financial
  statements required by this item within 60 days after the date
  of the Form 8-K.
  
  	(c)	Exhibits
  Exhibit 2(a):	Merger Agreement among DMI Acquisition Corp.,
  Dynamic Healthcare Technologies, Inc., National Computer
  Systems, Inc., and Dimensional Medicine, Inc., dated February 5,
  1996 (the "Merger Agreement").
  
  			Exhibit 2(b):	Amendment to Merger Agreement, dated March 26,
  1996.
  
  			Exhibit 2(c):	Amendment No. 2 to Merger Agreement, dated May
  1, 1996.
  
  			Exhibit 2(d):	Articles of Merger and Agreement and Plan of
  Merger between DMI Acquisition Corp. and Dimensional Medicine,
  Inc., as filed with the Secretary of State of the State of
  Florida, effective May 1, 1996.
  
  		
  
  Item 8.	Change in Fiscal Year
  
  	None.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                      						DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                      						(Registrant)
  
  Date: May 14, 1996                		 /S/MITCHEL J.LASKEY        
                                 						Mitchel J. Laskey
                                       President, COO
  
  Date: May 14, 1996                 		/S/PAUL S. GLOVER          
                                       Paul S. Glover
                                       Vice President of Finance, CFO
  FORM 8-K
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
  INDEX TO EXHIBITS
  
  Description of Exhibits:								                       Page Number
  
  Exhibit 2(a):		Merger Agreement among DMI                   6
                 Acquisition Corp.,	Dynamic 
                 Healthcare Technologies, Inc.,
                 National Computer Systems, Inc.,
                 and Dimensional Medicine,	Inc.,
                 dated February 5, 1996 (the "Merger 
              			Agreement").	
  
  Exhibit 2(b):		Amendment to Merger Agreement,              32
                 dated March 26,	1996.
  
  	
  Exhibit 2(c):		Amendment No. 2 to Merger Agreement,        34
                 dated May 1,	1996.
  
  Exhibit 2(d):		Articles of Merger and Agreement            36
                 and Plan of Merger	between DMI
                 Acquisition Corp. and Dimensional 
              			Medicine, Inc., as filed with the
                 Secretary of State of the State of
                 Florida, effective May 1, 1996.
  Execution Copy
  
                                  MERGER
  
                                AGREEMENT
  
                              by and among
  
                         DMI ACQUISITION CORP.,
  
                    a Florida corporation ("Newco"),
  
                 DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
                   a Nebraska corporation ("DHT")
  
                   NATIONAL COMPUTER SYSTEMS, INC.
  
                   a Minnesota corporation ("NCS")
  
                              and
  
                   DIMENSIONAL MEDICINE, INC.
  
             a Minnesota corporation (the "Corporation")
  
                              Dated
  
                        February 5, 1996
  ARTICLE 1
  
  THE MERGER
  
  1.1	The Merger										1
  
  1.2	Disseneter Rights										2
  
  ARTICLE 2
  
  CLOSING
  
  2.1	The Closing 										2
  
  ARTICLE 3
  
  REPRESENTATIONS AND WARRANTIES
  
  3.1	Representations and Warranties of the Corporation						2
  
  	(a)	Organization and Good Standing							2
  
  	(b)	Articles of Incorporation, Bylaws and Corporate Minutes				3
  
  	(c)	Capitalization of Corporation							3
  
  	(d)	Athority										3
  
  	(e)	Insolvency Proceedings								3
  
  	(f)	Governmental Authorities 							3
  
  	(g)	Balance Sheet and No Material Changes						4
  
  	(h)	Accounts Receivable								4
  
  	(i)	Absence of Undisclosed Liabilities							5
  
  	(j)	Changes										5
  
  	(k)	Title and Related Matters								6
  
  	(l)	Patents and Trademarks								6
  
  	(m)	Tax Matters									7
  
  	(n)	Broker										7
  
  	(o)	Disclosure									7
  
  	(p)	Agreements; Action								7
  
  	(q)	Litigation and Proceedings							8
  
  	(r)	Insurance									9
  
  	(s)	Illicit Activities									9
  
  	(t)	Claims										9
  
  	(u)	Reports										9
  
  	(v)	Governmental Approvals								10
  
  	(w)	Employees and Employer Benefits Plans						10
  
  	(x)	Labor Relations									10
  
  	(y)	Fees, Commissions and Royalties							10
  
  	(z)	Environmental Matters								10
  
  	(aa)	FDA Regulation									11
  
  	(bb)	Subsidiaries									11
  
  	(cc)	Software										11
  
  3.2	Representations and Warranties of NCS 							11
  
  	(a)	Representations and Warranties of the
  Corporation					11
  (b)	Authority									12
  
  	(c)	Share Ownership									12
  
  3.3	Representations and Warranties of Newco							12
  
  	(a)	Organization and Good Standing							12
  
  	(b)	Authority									12
  
  	(c)	Disclosure									12
  
  	(d)	No Brokerage									13
  
  ARTICLE 4
  
  COVENANTS
  
  4.1	Access											13
  
  4.2	Conduct of Business									13
  
  4.3	Negative Covenants									13
  
  4.4	Satisfaction of Conditions									14
  
  4.5	Consents										14
  
  4.6	Voting											14
  
  4.7	Tax Sharing Agreement									14
  
  4.8	Employee Benefit Plans									14
  
  4.9	Confidentiality										15
  
  4.10	No Solicitation										15
  
  4.11	Covenants of the Corporation								15
  
  ARTICLE 5
  
  CONDITIONS PRECEDENT TO CLOSING
  
  5.1	Conditions Precedent to the Obligations of Newco						15
  
  	(a)	Representations True at Closing							16
  
  	(b)	Compliance with Conditions of Agreement						16
  
  	(c)	Lack of Material adverse Change							16
  
  	(d)	Compliance Certificate from Corporation						16
  
  	(e)	Board and Shareholder Approval							16
  
  	(f)	Secretary's Certificate from Corporation						16
  
  	(g)	Secretary's Certificate from NCS							16
  
  	(h)	Compliance Certificate from NCS							16
  
  	(i)	Opinion of Counsel								16
  
  	(j)	Information									16
  
  	(k)	Employee Benefit Plans								17
  
  	(l)	Service Agreement								17
  
  	(m) 	Security Interest 									17
  
  	(n)	General Assignment								17
  
  	(o)	Absence of Litigation or Claim							17
  
  	(p)	All Proceedings to be Satisfactory							17
  
  	(q)	Consents									17
  
  5.2	Conditions Precedent to Obligations of Corporation and
  NCS					17
  
  	(a)	Representations True at Closing							17
  (b)	Compliance with Conditions of Agreement					18
  
  		(c)	Norwest Bank								18
  
  		(d)	Lease Commitment							18
  
  		(e)	Promissory Note								18
  
  		(f)	Opinion of Counsel							18
  
  		(g)	Customer Support Agreements						18
  
  		(h)	Compliance Certificate from Newco					18
  
  		(i)	Secretary's Certificate from Newco						18
  
  		(j)	Absence of Litigation or Claim						18
  
  		(k)	All Proceedings to be Satsfactory						19
  
  		(l)	Shareholder Approval							19
  
  ARTICLE 6
  
  INDEMNIFICATION
  
  6.1	Indemnification  										19
  
  ARTICLE 7
  
  MISCELLANEOUS PROVISIONS
  
  7.1	Survival of Representations and Warranties							21
  
  7.2	Notices											21
  
  7.3	Notification of Certain Matters								22
  
  7.4	Termination										22
  
  7.5	Knowledge										23
  
  7.6	No Assignment										23
  
  7.7	Severability										23
  
  7.8	Governing Law										23
  
  7.9	Schedules										23
  
  7.10	Incorporation and Amendment								23
  
  7.11	Remedies										24
  
  7.12	Waiver											24
  
  7.13	Headings										24
  
  7.14	Further Action										24
  
  7.15	Counterparts										24
  
  7.16	Venue											24
  
  7.17	Public Announcements									24
  EXHIBITS
  
  A	Florida Agreement and Plan of Merger
  
  B	Minnesota Agreement and Plan of Merger
  
  C	Opinion of Lindquist & Vennum
  
  D	Opinion of Cohen, Berke, Bernstein, Brodie,
  
  	Kondell & Laszlo, P.A.
  
  E	Letter Agreement
  SCHEDULES
  
  3.1(a)	States in Which Qualified to Do Business
  
  3.1(c)	Outstanding Subscriptions, Warrants, Options and
  Commitments
  
  3.1(f)	Required Filings with Governmental Authorities
  
  3.1(g)	Financial Statements
  
  3.1(h)	Accounts Receivables
  
  3.1(j)	Changes
  
  3.1(k)	Tangible Property
  
  3.1(l) 	Patents and Trademarks
  
  3.1(m) 	Tax Matters
  
  3.1(n)	Brokers
  
  3.1(p)	Agreements; Actions
  
  3.1(q)	Pending or Threatened Litigation
  
  3.1(r)	Insurance
  
  3.1(t) 	Claims
  
  3.1(w) 	Employee Benefit Plans
  
  3.1(y) 	Fees, Commissions and Royalties
  
  3.1(aa) 	FDA Matters
  
  3.1(bb) 	Subsidiaries
  
  3.1(cc) 	Software Rights
  
  5.2(d)	Lease Commitments
  MERGER AGREEMENT
  
  	THIS AGREEMENT is made and entered into as of 5th February,
  1996, by and among DMI ACQUISITION CORP., a Florida corporation
  ("Newco"), DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
  corporation ("DHT"), NATIONAL COMPUTER SYSTEMS, INC., a
  Minnesota corporation ("NCS") and DIMENSIONAL MEDICINE INC., a
  Minnesota corporation (the "Corporation").
  
  W I T N E S S E T H: 
  
  	WHEREAS, the Corporation has 50,000,000 shares of common stock
  (the "Common Stock"), $.15 par value per share, authorized, of
  which 32,533,460 shares are issued and outstanding;
  
  	WHEREAS, NCS owns 27,653,441 shares of Common Stock
  constituting 85% of the issued and outstanding Common Stock (the
  "Majority Shares"); 
  
  	WHEREAS, Newco is a newly formed Florida corporation and a
  wholly owned subsidiary of DHT.
  
  	WHEREAS, the parties hereto each desire that the Corporation be
  merged with and into Newco and that the holders of the Common
  Stock of the Corporation shall receive in exchange for such
  shares the consideration set forth herein.
  
   	NOW, THEREFORE, in consideration of the foregoing, and the
  mutual representations, warranties, covenants and agreements
  contained herein and for good and valuable consideration, the
  receipt and sufficiency of which are hereby acknowledged, the
  parties hereto agree as follows: 
  
  ARTICLE 1
  
  THE MERGER
  
  	1.1	The Merger.  Subject to the terms and conditions set forth
  herein, the Corporation will be merged with and into Newco (the
  "Merger"), and in accordance with the Florida Business
  Corporation Act ("FBCA") and the Minnesota Business Corporation
  Act ("MBCA") the separate corporate existence of the Corporation
  shall cease and Newco shall be the surviving corporation in the
  Merger.  An Agreement and Plan of Merger in accordance with the
  FBCA (the "Florida Agreement of Merger"), in the form attached
  hereto as Exhibit "A," and an Agreement and Plan of Merger in
  accordance with the MBCA (the "Minnesota Agreement of Merger"),
  in the form attached hereto as Exhibit "B" (the Minnesota
  Agreement of Merger and the Florida Agreement of Merger may be
  referred to herein collectively, as the "Agreement of Merger")
  shall be executed and delivered concurrently with the Closing. 
  Pursuant to the terms contained in the Agreement of Merger, the
  consideration paid for (a) the shares of the Corporation's
  Common Stock owned by NCS shall be cash in the amount of
  $355,000; and (b) the remaining 4,880,019 outstanding shares of
  the Corporation's Common Stock shall be $.04 per share or an
  aggregate of $195,000.  The Agreement of Merger provides for the
  terms of the Merger, the mode of carrying the same into effect
  and the manner of converting the Corporation's Common Stock into
  the consideration set forth therein.  The "Effective Date" shall
  be the date set forth as such in the Florida Agreement of Merger
  and theMinnesota Agreement of Merger.  On the "Effective Date,"
  each and every share of the Corporation's Common Stock and other
  capital stock of the Corporation, if any, and any and all
  options, warrants or other commitments to purchase or acquire
  shares of the capital stock of the Corporation shall be
  cancelled, terminated and of no further force or effect.
  1.2	Dissenter Rights.  In the event a shareholder of the
  Corporation exercises such shareholder's right to dissent to the
  Merger, pursuant to applicable state law, the Corporation shall
  promptly notify Newco in writing of such exercise of dissenter's
  rights.  The Corporation shall not settle, compromise, or pay
  any dissenter rights without the prior written consent of Newco
  and consultation therewith.
  
  ARTICLE 2
  
  CLOSING
  
  	2.1	The Closing.  The consummation of the transactions
  contemplated by this Agreement (the "Closing") shall take place
  at Miami, Florida at 10:00 a.m. in the offices of Cohen, Berke,
  Bernstein, Brodie, Kondell & Laszlo, P.A. at 2601 South Bayshore
  Drive, 19th Floor, Miami, Florida, or any other place agreed to
  by the parties, within forty-eight (48) hours after the approval
  of the Merger by the Corporation's shareholders and all other
  closing conditions are met.  Such shareholder approval will be
  sought at the earliest date practicable but in no event later
  than May 15, 1996.  Executed documents may be held in escrow, as
  the parties agree, pending the satisfaction of any conditions to
  close. The date of the Closing shall be referred to as the
  "Closing Date".
  
  ARTICLE 3
  
  REPRESENTATIONS AND WARRANTIES
  
  	3.1	Representations and Warranties of the Corporation.  The
  Corporation, hereby makes the following representations and
  warranties to Newco:
  
  		(a)	Organization and Good Standing.  The Corporation is a
  corporation duly organized, validly existing and in good
  standing under the laws of the State of Minnesota; the
  Corporation has all requisite corporate power, franchises,
  licenses and authority to own, lease and operate its business as
  it is being conducted; and the Corporation is duly qualified to
  do business in all states where the character of the property
  owned or leased by it or the nature of its activities make such
  qualification necessary, except for those jurisdictions where
  the failure to be so qualified would not, individually or in the
  aggregate, have a material adverse effect on the properties,
  operations, business or financial condition of the Corporation,
  as set forth on Schedule 3.1(a) hereto; 
  
  		(b)	Articles of Incorporation, Bylaws and Corporate Minutes. 
  Copies of the Articles of Incorporation and Bylaws of the
  Corporation and all amendments and restatements thereto
  delivered to Newco are true, correct and complete copies thereof
  and have not been amended since such delivery.
  
  		(c)	Capitalization of Corporation.  (i) The authorized and
  outstanding capital stock of the Corporation is as follows:
  
  		Number of Shares					    	                                   Shares
      Authorized        		Class of Stock	     	Par Value	      Outstanding
  
      50,000,000	 	           Common		           $.15	         32,533,460
  
  			Except as described on Schedule 3.1(c) hereto, there are not
  currently outstanding, any subscriptions, warrants, or options
  or other commitments (including conversion or preemptive
  rights), with respect to the purchase or acquisition from the
  Corporation of any shares of its capital stock.  As of the
  Effective Date all such subscriptions, warrants, options or
  other commitments shall be cancelled, terminated and of no
  further force or effect.
  (d) 	Authority.  The Corporation has all requisite legal and
  corporate power necessary to execute, deliver and perform this
  Agreement and to carry out the transactions contemplated hereby.
   The execution, delivery and performance of this Agreement shall
  not (i) result in the breach or violation of any term or
  provision of or constitute a default under or conflict with any
  term or provision of the Corporation's Articles of
  Incorporation, as amended, or By-Laws, as amended, or any
  material contract, agreement, lease, commitment, license,
  franchise, permit, authorization or concession to which the
  Corporation is a party or by which the Corporation is bound, or
  constitute an event which with notice, lapse of time, or both,
  would result in any such breach, violation or default, or (ii)
  result in the violation by the Corporation of any statute, rule,
  regulation, ordinance, code, order, judgment, writ, injunction,
  decree or award, or constitute an event which with notice, lapse
  of time, or both, would result in any such violation.  The
  execution, delivery and performance of the obligations of
  Corporation under this Agreement has been duly and effectively
  authorized by the Corporation's Board of Directors and will be
  on the Closing Date duly and effectively authorized by the
  Corporation's Board of Directors and shareholders, and no
  further corporate authority therefor or approval thereof is
  required by law.
  
  		(e)	Insolvency Proceedings.  No insolvency proceedings,
  including bankruptcy, receivership, reorganization, composition
  or arrangement with creditors, are pending or, to the
  Corporation knowledge and belief threatened against Corporation
  except as disclosed herein.  Furthermore, the Corporation shall
  not institute any such action, in any form whatsoever, prior to
  Closing, unless specifically consented to by Newco in writing.
  
  		(f)	Governmental Authorities.  Except as identified on
  Schedule 3.1(f), the Corporation is not required to submit any
  notice, report or other filing to any governmental or regulatory
  agency, nor is any notice or report required to be obtained by
  the Corporation in connection with the execution or delivery of
  this Agreement or the consummation of the transactions
  contemplated hereby.
  
  		(g)	Balance Sheet and No Material Changes
  
  			(1)	Corporation has heretofore furnished Buyer with its Form
  10-K for the year ended March 31, 1995, containing the audited
  financial statements of the Corporation including the
  Corporation's balance sheets as of March 31, 1995 and March 31,
  1994 (the "Balance Sheet"), and the related statements of
  operations, shareholders' equity and cash flows, for the period
  ended March 31, 1995, audited by Ernst & Young, LLP, certified
  public accountants, and its Form 10-Q for the quarter ended
  December 31, 1995, containing internally prepared unaudited
  balance sheets andincome statements dated as of December 31,
  1995, copies of which are attached hereto as Schedule 3.1(g))
  (collectively, the "Financial Statements").  The Financial
  Statements, including the footnotes thereto to the extent
  appended, except as indicated therein, have been prepared in
  accordance with generally accepted accounting principles
  ("GAAP") consistently followed through the periods indicated.
  
  		The Financial Statements fairly represent the financial
  condition of the Corporation as of the date thereof and, except
  as indicated therein, reflects all claims against and all debts
  and liabilities of the Corporation required to be reported under
  GAAP, fixed or contingent, as of the respective date thereof and
  the related statements of income, statements of cash flow,
  shareholders' equity and changes in financial position fairly
  present the results of the operations of the Corporation and the
  changes in the Corporation's financial position for the period
  indicated.  Since the Balance Sheet date, except as disclosed on
  any schedule hereto there has been (i) no material adverse
  change in the assets or liabilities, or in the business or
  condition of the Corporation, financial or otherwise, or the
  result of operations of the Corporation, whether as a result of
  any legislative or regulatory change, revocation of any license
  or right to do business, casualty, labor, Act of God or other
  public force or otherwise, and (ii) no change in the assets or
  liabilities or in the business or condition of the Corporation,
  financial or otherwise, or in the results of operations or
  prospects of the Corporation, except in the ordinary course of
  business; and (iii) no factor or condition exists or, to the
  Corporation's knowledge and belief, is contemplated or
  threatened, which might cause such a change in the future except
  as disclosed on any schedule hereto, and (iv) no dividends or
  other distributions have been paid or made upon any shares of
  capital stock of the Corporation nor have any shares of capital
  stock of the Corporation been redeemed, retired, purchased or
  acquired for value by the Corporation.
  (h)	Accounts Receivable.  Except as otherwise set forth in
  Schedule 3.1(h), none of the accounts receivable of the
  Corporation are subject to any stated claim of offset,
  recoupment, setoff or counterclaim, and the Corporation has no
  knowledge of any facts or circumstances giving rise to such
  claim.  Furthermore, except as set forth on Schedule 3(h), no
  such account receivable is contingent upon the performance by
  the Corporation of any obligation or contract.  Except as
  otherwise set forth in Schedule 3.1(h), no person has any lien
  on such receivables or any part thereof, no agreement for
  deduction, free goods, discount or other deferred price has been
  made with respect to any of such accounts receivable. 
  
  		(i)	Absence of Undisclosed Liabilities.  The Corporation
  represents and covenants that there are not presently, nor were
  there as of the dates of the Financial Statements, any
  liabilities or commitments, accrued absolute, contingent or
  otherwise, of the Corporation, except liabilities or commitments
  (i) reflected on the Financial Statements; (ii) liabilities or
  commitments incurred by the Corporation in the ordinary course
  of its business since the date of the Financial Statements which
  in the aggregate do not exceed $15,000; or (iii) liabilities and
  commitments identified in this Agreement or any schedule or
  exhibit hereto.
  
  		(j)	Changes.  Since Balance Sheet date, except as disclosed in
  Schedule 3.1(j), there has not been:
  
  			(1)	any change in the assets, liabilities, condition
  (financial or otherwise), affairs, earnings, business,
  operations, or prospects of the Corporation except for changes
  in the ordinary course of business which have not been, either
  individually or in the aggregate, materially adverse;
  
  			(2)	any change in the liabilities or obligations of the
  Corporation, contingent or otherwise, whether due or to become
  due, whether by way of guaranty, endorsement, indemnity,
  warranty, or otherwise, except current liabilities incurred in
  the ordinary course of business, none of which materially and
  adversely affects the business, prospects, condition, affairs,
  properties or assets of the Corporation; 
  
  			(3)	any damage, destruction or loss, whether or not covered
  by insurance, materially and adversely affecting the properties,
  operation or business of the Corporation; 
  
  			(4)	any waiver by the Corporation of a valuable right or of a
  material debt owed to it;
  
  			(5)	any loans made by the Corporation to its employees,
  officers, or directors other than advances of expenses made in
  the ordinary course of business;
  
  			(6)	any declaration or payment of any dividend or other
  distribution of the assets of the Corporation or any direct or
  indirect redemption, purchase or acquisition of any securities
  of the Corporation; 
  
  			(7)	any labor organization activity or organized labor
  trouble;
  
  			(8)	any sale, transfer, or lease of any of the Corporation's
  assets except in the ordinary course of business or any mortgage
  or pledge of or lien imposed upon any of the Corporation's
  assets;
  
  			(9)	to the best of the Corporation's knowledge, any other
  event or condition of any character which has materially and
  adversely affected the business, prospects, condition, affairs,
  operations, properties or assets of the Corporation; 
  
  			(10)	any increase in compensation of any of its existing
  officers, or the rate of pay of its employees as a group, except
  as part of regular compensation increases in the ordinary course
  of business;
  
  			(11)	the resignation or termination of John Paumen, John
  McGibbon, Valerie McGibbon, Clark Zumbach, Mark Blatzheim or Ken
  Waldbillig;
  (12)	any change in the accounting methods or practices
  followed by the Corporation; 
  
  			(13)	any issuance of any stock, bonds, or other securities of
  the Corporation or options, warrants, or rights or agreements or
  commitments to purchase or issue such securities or grant such
  options, warrants or rights; or
  
  			(14)	any agreement by the Corporation to do or enter into any
  of the foregoing.
  
  		(k)	Title and Related Matters.  Schedule 3.1 (k) is a true and
  correct listing of all categories and the net book value of all
  tangible property (real and personal) owned or leased by the
  Corporation which are not set forth on the Financial Statements.
   The Corporation has good andmarketable title to all of the
  assets free and clear of all mortgages, liens, pledges, charges
  and encumbrances, easements, liabilities, or any other adverse
  claims of every kind or character, except as so indicated on
  Schedule 3.1(k).  All of the assets necessary for the operation
  of the Corporation's business, including real and personal
  property and leasehold interests, of the Corporation are in good
  and satisfactory working condition.
  
  		(l)	Patents and Trademarks.  Schedule 3.1(l) contains a true
  and correct list of all registered patents, patent applications,
  trademarks, trade names, copyrights, intellectual properties or
  service marks owned by or registered in the name of the
  Corporation.  Furthermore, except as shown on Schedule 3.1(l),
  there are no material unregistered patents, patent applications,
  trademarks, tradenames, copyrights, intellectual properties or
  servicemarks owned by the Corporation.  Except as shown on
  Schedule 3.1(l), there are no outstanding claims, liens,
  encumbrances, options, licenses, or agreements of any kind
  relating to the foregoing, nor is the Corporation bound by or
  party to any options, licenses or agreements of any kind with
  respect to the patents, trademarks, service marks, tradenames,
  copyrights, trade secrets, licenses, information, proprietary
  rights and processes of any other person or entity.  To its best
  knowledge and belief, the Corporation has sufficient title and
  ownership of all patents, licenses, trademarks, servicemarks,
  trade names, copyrights to conduct its business as now operated
  without any conflict with or infringement of the rights of
  others.  To the knowledge and belief of the Corporation, the
  Corporation has not infringed or violated in any way any valid
  patent, trademark, trade name or copyright of others, nor has
  the Corporation received any notice, claim or protest respecting
  any such violation or infringement.  The Corporation is not
  aware that any of its employees is obligated under any contract
  (including licenses, covenants, or commitments of any nature) or
  other agreement, or subject to any judgment, decree or order of
  any court or administrative agency, that would interfere with
  the use of such employee's best efforts to promote the interests
  of the Corporation or that would conflict with the Corporation's
  business as currently conducted.  Neither the execution nor
  delivery of this Agreement, nor the carrying on of the
  Corporation's business by the employees of the Corporation, nor
  the conduct of the Corporation's business as currently
  conducted, will, to the Corporation's knowledge, conflict with
  or result in a breach of the terms, conditions or provisions of,
  or constitute a default under, any contract, covenant or
  instrument under which any of such employees is now obligated. 
  The Corporation does not believe it is or will be necessary to
  utilize any inventions of any of its employees (or people it
  currently intends to hire) made prior to their employment by the
  Corporation. 
  
  		(m)	Tax Matters.  Except as set forth on Schedule 3.1(m), the
  Corporation has filed or caused to be filed, within the times
  and within the manner prescribed by law, all Federal, state,
  local and foreign tax returns and reports heretofore required to
  be filed by it, and has no current extensions for the filing of
  any such returns or reports, or delinquent liabilities.  To the
  Corporation's best knowledge and belief, such returns and
  reports reflect accurately all tax liability of the Corporation
  for the periods covered thereby.  All Federal, state, local and
  foreign income, profits, franchise, sales, use, occupancy,
  excise and other taxes and assessments (including interest and
  penalties) payable by, or due from, the Corporation (including
  for this purpose any subsidiary of the Corporation, for such
  taxable period or periods in which such former subsidiary was an
  affiliated group as defined in Section 1504(a) of the Internal
  Revenue Code of 1986, as amended, of which the Corporation was a
  member) has been fully paid or adequately disclosed and fully
  provided for in the books and financial statements of the
  Corporation.  No examination of any tax return of the
  Corporation is currently in progress or has
  been noticed except as set forth on Schedule 3.1(m). 
  There are no outstanding agreements or waivers extending the
  statutory period of limitation applicable to any tax return
  of the Corporation. 
  
  		(n)	Broker.  No agent, broker or other person acting pursuant
  to authority of Corporation is entitled to any commission or
  finder's fee in connection with the transactions contemplated by
  this Agreement, except as disclosed on Schedule 3.1(n).
  
  		(o)	Disclosure.  No representation, statement or information
  which has been or shall be made or furnished by the Corporation
  to Newco, including but not limited to those contained in this
  Agreement and the schedules hereto and/or any other schedules,
  listings or other written information furnished by Corporation,
  contains, or shall contain, any untrue statement of material
  fact or omits or shall omit any material fact necessary to make
  the information contained in such representation, or
  information, in light of the circumstances under which they were
  made not misleading.
  
  		(p)	Agreements; Action.
  
  			(1)	Except as listed on Schedule 3.1(p) hereto, there are no
  agreements, understandings, instruments, contracts, or proposed
  transactions between the Corporation and the NCS.
  
  			(2)	Except as listed on Schedule 3.1(p) hereto, there are no
  agreements, understandings, instruments, contracts, proposed
  transactions to which the Corporation is a party or by which it
  is bound which (a) involve obligations (contingent or otherwise)
  of, or payments to the Corporation in excess of, $15,000, (b)
  are material to the conduct and operations of the Corporation's
  business or properties, including, without limitation, the
  license of any patent, copyright, trade secret, or other
  proprietary rights to or from the Corporation or provisions
  restricting or affecting the development, manufacture, or
  distribution of the Corporation's products or services, (c)
  involve any employment or consulting arrangement, whether
  written or oral, between the Corporation and any person or (d)
  provide for the grant to any person of a right to cause the
  Corporation to register any securities of the Company for sale.
  
  			(3)	Since the date of the Financial Statements, except as
  listed on Schedule 3.1(p) hereto, the Corporation has not (a)
  declared or paid any dividends, or authorized or made any
  distribution upon or with respect to any class or series of its
  capital stock, (b) incurred any indebtedness for money borrowed
  or any other liabilities individually in excess of $15,000 or,
  in the case of indebtedness and/or liabilities individually less
  than $15,000, in excess of $15,000 in the aggregate, (c) made
  any loans or advances to any person, other than ordinary
  advances for travel expenses, or (d) sold, exchanged, or
  otherwise disposed of any of its assets or rights, other than
  the sale of its inventory in the ordinary course of business.
  
  			(4)	For the purposes of subsections (2) and (3) above, all
  indebtedness, liabilities, agreements, understandings,
  instruments, contracts, and proposed transactions involving the
  same person or entity (including persons or entities the
  Corporation has reason to believe are affiliated therewith)
  shall be aggregated for the purpose of meeting the individual
  minimum dollar amounts of such subsections.
  
  			(5)	The Corporation is not a party to any indenture, loan or
  credit agreement or any lease or other agreement or instrument
  or subject to any charter or corporate restriction which has a
  material adverse effect on the Corporation or limits or
  restricts the ability of the Corporation to carry out its
  obligations under this Agreement.  The Corporation is not in
  material default in any respect in the performance, observance
  or fulfillment of any of the obligations,covenants or conditions
  contained in any agreement or instrument material to its
  business to which it is a party.
  
  		(q)	Litigation and Proceedings.  There is no suit, arbitration
  or legal proceeding or investigation pending or, to the
  Corporation's knowledge and belief any threatened or
  contemplated suit, arbitration, legal proceeding or
  investigation, either administrative or judicial, relating to
  the Corporation or its business, the contracts set forth on
  Schedule 3.1(p) hereto or the transactions contemplated by this
  Agreement
  which if determined or resolved adversely to the
  Corporation may reasonably be expected to have a materially
  adverse effect on the properties, operations, business or
  financial condition of the Corporation, except as set forth and
  described in Schedule 3.1(q).  The Corporation is not, to its
  best knowledge and belief, the subject of any investigation or
  proceeding by any governmental body relating to its business. 
  The Corporation is not subject to, nor in default of, any
  indictment, order or award of any court, arbitrator or
  governmental body, domestic or foreign, relating to its business.
  
  		(r)	Insurance.  The insurance policies owned by the
  Corporation are valid and enforceable in accordance with their
  terms and are now outstanding, duly in force, and provide
  adequate insurance for the Corporation's business and the
  Corporation's assets.  Schedule 3.1(r) sets forth a list of all
  insurance policies owned by the Corporation, the identity of the
  insurance company, the type and amount of coverage, the
  expiration dates of the policies, the parties insured, and the
  amount of premiums for the respective policies.
  
  		(s)	Illicit Activities.  Neither Corporation nor, to the
  Corporation's best knowledge and belief, any of the
  Corporation's directors, officers or employees have, in
  connection with the operation of its business:
  
  			(i)	Made any illegal political contributions from the
  Corporation's assets; or
  
  			(ii)	Been involved in the disbursement or receipt of
  corporate funds outside the normal systems of accountability; or
  
  			(iii)	Made or received payments, whether directly or
  indirectly, to or from foreign or domestic governments,
  officials, employees or agents for purposes other than the
  satisfaction of lawful obligations, or been involved in any
  transaction that has as its intended effect the transfer of the
  Corporation's assets in the manner described; or
  
  			(iv)	Been involved in the improper or inaccurate recording of
  payments and receipts on the books of the Corporation or any
  other matters of a similar nature involving disbursements of the
  Corporation's assets.
  
  		(t)	Claims.  Schedule 3.1(t) contains a true and complete list
  of all claims in excess of Five Thousand Dollars ($5,000.00)
  which have been asserted in respect of the Corporation's
  business since January 1, 1992, with respect to any express or
  implied representation, warranty, agreement or guarantee made
  (or claimed to have been made), or imposed, or asserted to be
  imposed by operation of law, in connection with any product or
  service provided by, or sold in the course of, the Corporation's
  business, and a summary description of the status or disposition
  of each such claim.  All of such claims were and are covered
  under the professional liability insurance policies,
  self-insurance programs or reserves of the Corporation.
  
  		(u)	Reports.  The Corporation has furnished an accurate and
  complete copy of each registration statement, report and proxy
  statement filed by the Corporation with the Securities and
  Exchange Commission (the "Commission") since December 31, 1992
  (collectively, the "SEC Reports").  None of such SEC Reports
  contain any untrue statement of a material fact or omit to state
  a material fact required to be stated therein or necessary in
  order to make the statements therein, in light of the
  circumstances under which they were made, not misleading.  Since
  December 31, 1992, the Corporation has filed all required forms,
  reports and documents with the Commission required to be filed
  by it pursuant to the Securities Act of 1933, as amended (the
  "Securities Act") and the Exchange Act of 1934, as amended (the
  "Exchange Act"), all of which complied at the time of filing in
  all material respects with all applicable requirements of the
  Securities Act and the Exchange Act.
  
  		(v)	Governmental Approvals.  The Corporation has, to its best
  knowledge and belief, taken all necessary actions to provide
  that in the conduct of its business, the use and occupancy by
  the Corporation of all facilities and properties upon which the
  operations of its business are conducted and the products
  developed or services provided in the conduct of its business is
  and shall continue to be in compliance in all respects with all
  Federal, state, county, local or other governmental statutes and
  ordinances, and with all rules and regulations of all Federal,
  state, county, local and other governmental agencies and bodies,
  applicable to it, and to the conduct of its business where
  non-compliance may reasonable be expected to have a material
  adverse effect on the properties, operations, business or
  financial condition of the Corporation.
  
  		(w)	Employees and Employer Benefit Plans.  The Corporation has
  no employee benefit plan of any kind or nature except as set
  forth on Schedule 3.1(w).
  
  		(x)	Labor Relations.  There has not been, nor is there
  threatened, any strike, slowdown, picketing or work stoppage by
  any union against the Corporation's premises or products, any
  secondary boycott with respect to the Corporation or its
  products, any lockout by the Corporation of any of its employees
  or any other labor trouble or other occurrence, event or
  condition of a similar character affecting, or which may affect,
  the operations or conditions of the Corporation. 
  
  		(y)	Fees, Commissions and Royalties.  Corporation has no
  relationship with any distributor, agent, employee or other
  representative anywhere in the world which is entitled to fees,
  commissions, royalties or any other payments as a result of the
  sale of the Corporation's securities, products, services, or
  pursuant to its on going business, except as disclosed in
  Schedule 3.1(y);
  
  		(z)	Environmental Matters.  The Corporation has, to its best
  knowledge and belief, all governmental licenses and permits
  necessary in order to conduct its business and where the failure
  to have such permit or license would have a materially adverse
  effect on the properties, operations, business or financial
  condition of the Corporation, including any such licenses or
  permits required for the storage, treatment and disposal of any
  materials defined as "hazardous substances" under the Federal
  Comprehensive Environmental Response Compensation and Liability
  Act ("CERCLA") and similar state laws:  (i) to or at any
  location other than a site lawfully permitted to receive such
  hazardous waste, hazardous substances or other material which
  may constitute an environmental hazard for such purposes, (ii)
  to or at any location designated for remedial action pursuant to
  CERCLA or any similar state laws, or (iii) not in contravention
  of any environmental laws, regulations, ordinances or rules. 
  The Corporation has not discharged, dumped, buried, spilled or
  otherwise released any hazardous substances, or any other
  material which may constitute an environmental hazard, into or
  on any property or facility which the Corporation owns, leases
  or operates, including the soil, surface water and ground water,
  in violation of any environmental laws,regulations, ordinances
  or rules.  To the Corporation's knowledge and belief, no
  inspection, audit, or other investigation has been conducted as
  to the quality of the air, surface or sub-surface conditions at
  any property or facility which the Corporation owns, leases or
  operates, by any person, including governmental agencies.  The
  Corporation has not received (i) any notice that any person,
  including governmental agencies, proposes to carry out an
  inspection, audit or other investigation of or at any property
  or facility which the Corporation owns, leases or operates, (ii)
  any notice that conditions at any such property or facility are
  in violation of any environmental laws, regulations, ordinances
  or rules, or (iii) any notice (including requests for
  information) from any person, including governmental agencies,
  asserting that the Corporation is or may be a "potentially
  responsible party" or otherwise liable with respect to a
  remedial action or the payment of response costs at a waste
  storage, treatment or disposal facility, pursuant to CERCLA or
  any similar state laws.
  
  		(aa)	FDA Regulation.  Except as provided in Schedule 3.1(aa),
  the Corporation's business as presently conducted, complies with
  all applicable regulations promulgated by the United States Food
  and Drug Administration (the "FDA") when noncompliance may
  reasonably be expected to have a materially adverse effect on
  the properties, operation, business or financial condition of
  the Corporation.  The Corporation has filed with and received
  approval from the FDA with respect to 510(k) Reports relating to
  the Corporation's products marketed under the name "Maxiview"
  "Maxfile" and "Powerstation," respectively.
  
  		(bb)	Subsidiaries.  Except as listed on Exhibit 3.1(bb)
  hereto, the Corporation does not presently own or control
  directly or indirectly any interest in any other corporation,
  association, or other business entity.
  (cc)	Software.  The Corporation has complete and exclusive
  right, title, and interest in and to all tangible and intangible
  property rights existing in the software listed on Schedule
  3.1(cc) hereto (the "Software").  The Software has either been
  acquired or developed by the Corporation entirely through its
  own efforts for its own account and the Software is free and
  clear of all liens, claims, co-ownership rights of any kind or
  nature, encumbrances, or equities whatsoever of any third party
  except as set forth on Schedule 3.1(cc).  The Software does not
  infringe any patent, copyright, or trade secret of any third
  party; the Software is fully eligible for protection under
  applicable copyright law and has not been forfeited to the
  public domain; and the source code and system specifications for
  the Software have been maintained in confidence or when
  disclosed been subject to a confidentiality agreement.  All
  personnel, including employees, agents, consultants, and
  contractors, who have contributed to or participated in the
  conception and development of the Software either (1) have been
  party to a for-hire relationship with the Corporation that has
  accorded the Corporation full, effective, and exclusive original
  ownership of all tangible and intangible property thereby
  arising with respect to the Software, or (2) have executed
  appropriate instruments of assignment in favor of the
  Corporation as assignee that have conveyed to the Corporation
  full, effective, and exclusive ownership of all tangible and
  intangible property thereby arising with respect to the
  Software.  There are no agreements or arrangements in effect
  with respect to the marketing, distribution, licensing, or
  promotion of the Software by any independent salesperson,
  distributor, sublicensor, or other remarketer or sales
  organization except as set forth on Schedule 3.1(cc).
  
  	3.2	Representations and Warranties of NCS.   NCS makes the
  following representations and warranties to Newco:
  
  		(a)	Representations and Warranties of the Corporation.  To
  NCS's knowledge, the representations and warranties of the
  Corporation are true and correct.
  
  		(b)	Authority.  NCS has all requisite legal and corporate
  power necessary to execute, deliver and perform this Agreement
  and to carry out the transactions contemplated hereby.  The
  execution, delivery and performance of this Agreement shall not
  (i) result in the breach or violation of any term or provision
  of or constitute a default under or conflict with any term or
  provision of NCS's Articles of Incorporation, as amended, or
  By-Laws, as amended, or any material contract, agreement, lease,
  commitment, license, franchise, permit, authorization or
  concession to which NCS is a party or by which NCS is bound, or
  constitute an event which with notice, lapse of time, or both,
  would result in any such breach, violation or default, or (ii)
  result in the violation by NCS of any statute, rule, regulation,
  ordinance, code, order, judgment, writ, injunction, decree or
  award, or constitute an event which with notice, lapse of time,
  or both, would result in any such violation.  The execution,
  delivery and performance of the obligations of NCS under this
  Agreement has been, and will be on the Closing Date, duly and
  effectively authorized by NCS and no further corporate authority
  therefor or approval thereof is required by law.
  
  		(c)	Share Ownership.  NCS is not a party or subject to any
  agreement or understanding, and there is no agreement or
  understanding between any persons and/or entities, which affects
  or relates to the voting or giving of written consents with
  respect to the Majority Shares.  NCS is the lawful owner of, and
  has good and marketable title to the Majority Shares, free and
  clear of any mortgages, pledges, claims, liens, charges or
  encumbrances of any kind.
  
  	3.3	Representations and Warranties of Newco.  Newco makes the
  following representations and warranties to the Corporation and
  NCS:
  
  		(a)	Organization and Good Standing.  Newco is a corporation
  duly organized, validly existing and in good standing under the
  laws of the State of Nebraska and is duly qualified to do
  business in all states where its activities make such
  qualification necessary.
  
  		(b)	Authority.  Newco has full power and has taken all
  corporate action necessary to execute, deliver and perform this
  Agreement and to carry out the transactions contemplated hereby.
   The execution, delivery and performance of this Agreement shall
  not (i) result in the breach or violation of any term or
  provision of or constitute a default under or conflict with any
  term or provision of its Articles of Incorporation, as amended,
  or By-Laws, as amended, or any material contract, agreement,
  lease, commitment, license, franchise, permit, authorization, or
  concession to which it is a party or by which it is bound, or
  constitute an event which with notice, lapse of time, or both,
  would result in any such breach, violation or default, or (ii)
  result in the violation by it of any statute, rule, regulation,
  ordinance, code, order, judgment, writ, injunction, decree or
  award, or constitute an event which with notice, lapse of time,
  or both, would result in any such violation.  The execution,
  delivery and performance of the obligations of Newco under this
  Agreement has been duly and effectively authorized by Newco's
  Board of Directors and no further corporate authority therefor
  or approval thereof is required by law.  This Agreement
  constitutes a valid and binding agreement of Newco.
  
  		(c)	Disclosure.  No representation, statement or information
  which has been or shall be made to Corporation or NCS in or
  pursuant to this Agreement or in connection with preparation of
  materials for submission to the Corporation's shareholders
  contains or shall contain any untrue statement of a material
  fact or omits or shall omit to state a material fact necessary
  to make the statements contained therein, in the light of the
  circumstances under which they were made, not misleading.
  
  		(d)	No Brokerage.  Newco has not employed any broker or finder
  or has incurred or will incur any broker's, finder's or similar
  fees, commissions or expenses in connection with the
  transactions contemplated by this Agreement.
  
  ARTICLE 4
  
  COVENANTS
  
  	4.1	Access.  The Corporation shall give to Newco, from and
  after the date of execution of the Agreement until the Closing,
  access to its premises during normal business hours in order to
  enable Newco to inspect its business.  The Corporation shall
  make available for review all information in its possession
  reasonably requested by Newco which is related to its business. 
  The Corporation shall also permit Newco to meet with and
  question their independent certified public accountants and
  other advisors.  The parties acknowledge that said activities
  shall be conducted during normal business hours and shall not
  disrupt or interfere with the conduct of the Corporation's
  business.
  
  	4.2	Conduct of Business.  From the date hereof, until Closing,
  the Corporation shall:  (a) provide Newco with weekly written or
  telephonic reports relating to the Corporation's business
  operations and with such information as Newco reasonably
  requests in writing, telephonically or at a meeting, (b) enter
  into joint marketing activities with Newco in accordance with
  the terms of a letter agreement attached hereto as Exhibit "E"
  pursuant to which Newco shall receive thirty (30%) percent of
  all net licensing fees, (c) operate and conduct its business in
  a reasonable diligent manner and in the ordinary course
  consistent with past custom and practice; (d) use best efforts
  to maintain and safeguard its properties; (c) use best efforts
  to preserve intact its organization and personnel; (e) use best
  efforts to preserve intact its relationships with vendors,
  customers and others having business relations with them; (f)
  carry insurance, including liability insurance, in character and
  amount in accordance with past custom and practice; (g) notify
  Newco of any lawsuits, claims, proceedings or investigations
  that are instituted against them, their officers or directors,
  or, to their knowledge, threatened against them, their officers
  or directors; and (h) use reasonable best efforts to comply in
  all material respects with all material laws, rules, regulations
  and governmental authorities applicable to it and to the conduct
  of its business.
  
  	4.3	Negative Covenants.  The Corporation covenants and agrees
  that, from the date hereof until the Closing Date, it shall not
  without the prior written consent of Newco or DHT, where such
  consent may be granted or withheld at the sole discretion of
  Newco or DHT, (a) make any changes to its Articles of
  Incorporation or By-Laws; (b) borrow money without the consent
  of Newco; (c) sell, transfer, assign, mortgage, pledge,
  encumber, or permit the creation of any lien or security
  interest with respect to, any assets or properties; (d) make any
  material investment or expenditure of a capital nature greater
  than $15,000; (e) enter into any material contracts or
  commitments for greater than $15,000; (f) hire additional
  management personnel earning an annual salary greater
  than $25,000 or terminate existing management employees as identified
  in Section 3.1(j)(ii) herein; (g) enter into any joint venture,
  licensing, partnership or other similar agreement with any party
  or modify, assign or hypothecate any existing agreements; (h)
  declare any dividends or make other distributions with respect
  to its capital stock; (i) authorize, issue, sell or exchange any
  debt or equity securities, or any stock options or warrants; (j)
  make loans, advances or prepayments or extend credit to any of
  its shareholders, officers or directors except current credit
  agreements; or (k) sell, discount for cash or factor accounts
  receivable or enter into similar transactions.
  
  	4.4	Satisfaction of Conditions.  The parties hereto shall use
  their best efforts to satisfy all conditions precedent to the
  Closing on or prior to the Closing Date.
  
  	4.5	Consents.  The parties shall obtain all material consents,
  assignments or approvals of third parties which may be required
  to any and all of the transactions contemplated hereby.  The
  Corporation shall use its best efforts to prepare, file with the
  U.S. Securities and Exchange and distribute to shareholders a
  proxy statement, and all other documents relating thereto, and
  hold a shareholders' meeting relating to the approval of the
  transaction contemplated by this Agreement as soon as reasonably
  possible.  All disclosure in such documents relating to Newco
  and the transactions contemplated by this Agreement shall be
  subject to Newco's approval.  The Corporation shall use its best
  efforts to obtain shareholder approval of the Merger.
  
  	4.6	Voting.  NCS shall vote the Majority Shares in favor of all
  transactions necessary to accomplish the Merger between the
  Corporation and Newco and the transactions contemplated by this
  Agreement, provided, however, NCS shall not be obligated to vote
  in favor of the Merger if and only if NCS reasonably determines,
  in good faith and after full and advised consideration, that
  such vote in favor of the Merger would cause NCS to breach its
  fiduciary duties under applicable law.
  
  	4.7	Tax Sharing Agreement.  Within forty-five (45) days after
  the Closing Date, NCS shall deliver to Newco a final computation
  reflecting the amount owed as of the Closing Date to the
  Corporation or to NCS pursuant to the Tax Sharing Agreement,
  effective as of December 20, 1993.  Newco shall have a period of
  ten (10) days to agree or disagree with such computation.  If
  Newco disagrees with such computation, an independent third
  party mutually agreed upon by Newco and NCS shall compute the
  amount owed and such determination shall be binding upon NCS and
  Newco.  The amount owed for the period ending January 31, 1996
  shall be paid within ten (10) days of determination.  The
  remainder which is associated with NCS's tax year ending January
  31, 1997 shall be paid upon NCS's filing of its tax return for
  the fiscal year ending January 31, 1997.
  
  	4.8	Employee Benefit Plans.  Commencing on the Closing Date,
  the Corporation's employees shall be entitled to participate in
  Newco's employee benefit plans.  For purposes of participating
  in such plans the Corporations employees shall be deemed to have
  been employees of Newco as of their actual employment
  commencement date with the Corporation, however, for purposes of
  this Section 4.8, in no event shall such date be deemed to be
  less than one (1) year prior to the Closing Date nor shall any
  employee be deemed to have been employed by the Corporation for
  more than five (5) years.
  
  	4.9	Confidentiality.  The parties to this Agreement will each
  hold, and will use its best efforts to cause its respective
  officers, directors, employees, consultants, advisors and agents
  to hold, in confidence, unless compelled to disclose by judicial
  or administrative process or by other requirements of law, all
  confidential documents and information concerning the
  Corporation, Newco and DHT furnished in connection with the
  transactions contemplated by this Agreement, except to the
  extent that such information can be shown to have been (i)
  previously known on a nonconfidential basis by such party, (ii)
  in the public domain through no fault of any party hereto, or
  (iii) later lawfully acquired by a party hereto from sources
  other than a party hereto, provided that any party hereto may
  disclose such information to its officers, directors, employees,
  consultants, advisors and agents, lenders and other investors in
  connection with the transactions contemplated by this Agreement
  so long as such persons are informed by such party of the
  confidential nature of such information and are directed by such
  party to treat such information confidentially.  The obligation
  of each party hereto to hold any such information in confidence
  shall be satisfied if it exercises the same care with respect to
  such information as it would take to
  preserve the confidentiality of its own similar information.  If this
  Agreement is terminated, such confidences shall be maintained
  and each party hereto will, and will use its best efforts to
  cause its officers, directors, employees, consultants, advisors
  and agents to, destroy or deliver upon request, all documents
  and other materials, and all copies thereof, obtained by such
  party or on its behalf from such other party hereto in
  connection with this Agreement that are subject to such
  confidence.
  
  	4.10	No Solicitation.  In consideration of the efforts and
  expenses incurred by Newco and DHT to effect the consummation of
  the transactions contemplated herein, the Corporation covenants
  and agrees that from the date hereof, it shall not initiate,
  solicit or seek, directly or indirectly, by any means or in any
  form or manner whatsoever, to enter any transaction with a third
  party which may result in the sale of all or substantially all
  of its assets, the sale of its capital stock, its merger with or
  into another entity or any business combination.  Furthermore,
  the Corporation agrees that in the event, not as a result of its
  solicitation or initiation, it engages discussions or
  negotiations, oral or written, with a third party to engage in a
  transaction which may result in the sale of all or substantially
  all of its assets, the sale of its capital stock, its merger
  with or into another entity or any other business combination,
  it shall immediately notify Newco and keep Newco apprised of the
  progress of such discussions and/or negotiations, and shall
  promptly provide Newco true, correct and complete copies of all
  correspondence and documents related thereto.
  
  	4.11	Covenants of the Corporation.  Sections 4.1, 4.2, 4.3 and
  4.8 are solely the responsibility of the Corporation.
  
  ARTICLE 5
  
  CONDITIONS PRECEDENT TO CLOSING
  
  	5.1	Conditions Precedent to the Obligations of Newco.  The
  obligation of Newco to complete the transactions contemplated by
  this Agreement shall be subject to the fulfillment at or prior
  to the Closing of each of the following conditions:
  
  		(a)	Representations True at Closing.  The representations and
  warranties of the Corporation and NCS contained in this
  Agreement and all schedules attached hereto, shall be true and
  correct in all material respects at and as of the date hereof
  and they shall be true and correct in all material respects at
  and as of the Closing Date with the same force and effect as
  though made at and as of that time.
  
  		(b)	Compliance with Conditions of Agreement.  The Corporation
  and NCS shall have performed and complied in all material
  respects with all material obligations required by this
  Agreement as a condition precedent to Closing.
  
  		(c)	Lack of Material Adverse Change.  There shall not have
  been any material adverse change in the condition, financial or
  otherwise, of the Corporations business or in the ability to
  continue to conduct the business in the usual and ordinary
  course.
  
  		(d)	Compliance Certificate from Corporation.  The President of
  the Corporation, shall deliver to Newco at the Closing a
  certificate confirming the matters specified in Sections 5.1(a)
  and (b) as they relate to the Corporation.
  
  		(e)	Board and Shareholder Approval.  The Board of Directors
  and shareholders of the Corporation shall have approved the
  Merger, Agreement of Merger, this Agreement and the transactions
  contemplated hereby.
  
  		(f)	Secretary's Certificate from Corporation.  A certificate,
  dated as of the Closing Date, of the Secretary of the
  Corporation certifying that: (i) attached is a true and correct
  copy of the Articles of Incorporation and Bylaws of the
  Corporation as then in effect; (ii) attached is a true and
  correct copy and the
  resolutions adopted by the Board of
  Directors and shareholders of the Corporation approving the
  Merger, Merger Agreement, this Agreement and the transactions
  contemplated hereby; and (iii) to the incumbency and specimen
  signatures of each officer of the Corporation executing this
  Agreement and the other agreements and certificates contemplated
  thereby.
  
  		(g)	Secretary's Certificate from NCS.  A certificate, dated as
  of the Closing Date, of the Secretary of NCS certifying that (i)
  this Agreement and the transactions contemplated hereby have
  been duly authorized by NCS and (ii) to the incumbency and
  specimen signatures of each officer of NCS executing this
  Agreement and the other agreements and certificates contemplated
  hereby.
  
  		(h)	Compliance Certificate from NCS.  An officer of NCS shall
  deliver to Newco at Closing a certificate confirming the matters
  specified in Sections 5.1(a) and (b) as they relate to NCS.
  
  		(i)	Opinion of Counsel.  Newco shall have received from
  Lindquist and Vennum, PLLP, counsel for NCS and Corporation, an
  opinion, dated as of the Closing, in the form attached hereto as
  Exhibit "C."
  
  		(j)	Information.  Newco shall have received all information
  reasonably requested by it relating to the business of the
  Corporation.
  
  		(k)	Employee Benefit Plans.  The Corporation shall have
  arranged to have terminated all employee benefit plans of any
  kind or nature, and any and all rights or obligations relating
  thereto, simultaneous with the Closing or as soon thereafter as
  practicable except with respect to the Corporation's 401(K) plan
  and Employee Stock Ownership Plan in connection with which all
  benefits thereunder shall be frozen prior to the Closing Date.
  
  		(l)	Service Agreement.  The Service Agreement, effective June
  1, 1994, between the NCS and the Corporation, and all right and
  obligations relating thereto, shall be terminated.
  
  		(m)	Security Interest.  NCS shall have terminated all security
  interests relating to the Corporation's assets, tangible or
  intangible, and filed all appropriate termination statements
  with filing offices.
  
  		(n)	General Assignment.  NCS shall deliver to Newco a general
  assignment in a form reasonably satisfactory to Newco and NCS
  counsel with respect to any interest it may have in the
  Corporation's patents, patent applications, trademarks,
  tradenames, service marks or Software.  The general assignment
  shall not include any trademarks, tradenames or service marks
  identifying or referring to NCS or its business.
  
  		(o)	Absence of Litigation or Claim.  Neither Corporation or
  NCS shall have become aware or received notice of any
  threatened, pending or commenced litigation, arbitration,
  administrative hearing or investigation, termination of any
  material contract, or other action seeking to prevent, or having
  a potential material detrimental effect upon Newco in connection
  with, the consummation of the transactions contemplated by this
  Agreement, nor shall such action(s) have been pending, commenced
  or threatened.
  
  		(p)	All Proceedings to be Satisfactory.  All corporate and
  other proceedings to be taken by the Corporation in connection
  with the transactions contemplate by this Agreement and all
  documents incident thereto shall be reasonably satisfactory in
  form and substance to Newco and its counsel, and Newco and its
  counsel shall have received all such counterpart originals or
  certified or other copies of such documents as they reasonably
  may request.
  
  		(q)	Consents.  Corporation shall have obtained all material
  consents required to be obtained by it in connection with the
  consummation of the transactions contemplated by this Agreement.
  5.2	Conditions Precedent to Obligations of Corporation and NCS.
   The obligation of Corporation and NCS to consummate the
  transactions contemplated herein shall be subject to the
  fulfillment at or prior to the Closing of each of the following
  conditions:
  
  		(a)	Representations True at Closing.  The representations and
  warranties of Newco contained in this Agreement shall be true
  and correct in all material respects at and as of the date
  hereof, and they shall be true and correct in all material
  respects at and as of the Closing Date with the same force and
  effect as though made at and as of that time.  Newco shall have
  performed and complied with all of its obligations required by
  this Agreement to be performed or complied with at or prior to
  the Closing.
  
  		(b)	Compliance with Conditions of Agreement.  Newco shall have
  performed and complied in all material respects with its
  obligations required by this Agreement.
  
  		(c)	Norwest Bank.  Newco or DHT shall have entered into an
  agreement with Norwest Bank ("Bank") with respect to that
  certain Line of Credit between the Corporation, as maker, and
  the Bank, as payee, upon terms satisfactory to NCS, whereby the
  Bank shall release and hold harmless the NCS under its guarantee
  of such Letter of Credit.  Newco agrees to pay down the amount
  outstanding under the Letter of Credit if necessary to release
  and hold harmless the NCS from such guarantee.
  
  		(d)	Lease Commitment.  Newco or DHT shall have entered into
  agreements with certain parties to assume the customer and bank
  lease commitments set forth on Schedule 5.2(d), upon terms
  satisfactory to NCS, relating to representations and warranties
  on agreements between the Corporation and its customers and
  leasing company whereby NCS is currently the guarantor.
  
  		(e)	Promissory Note.  Newco or DHT shall have paid to NCS the
  balance outstanding at time of Closing, in satisfaction of all
  amounts due under that certain promissory note dated March 31,
  1995 by and between the Corporation, as maker, and NCS, as payee.
  
  		(f)	Opinion of Counsel.  Corporation and NCS shall have
  received from Cohen, Berke, Bernstein, Brodie, Kondell & Laszlo,
  P.A., counsel for Newco, an opinion, dated as of the Closing, in
  the form attached hereto as Exhibit "D."
  
  		(g)	Customer Support Agreements.  Newco or DHT shall have used
  its best efforts to assume the customer standby support
  agreements between NCS and customers of the Corporation listed
  on Schedule 5.2(d) hereto.
  
  		(h)	Compliance Certificate from Newco.  The President of Newco
  shall deliver to the Corporation and NCS at the Closing a
  certificate confirming the matters specified in Sections 5.2(a)
  and (b).
  
  		(i)	Secretary's Certificate from Newco.  A certificate, dated
  as of the Closing Date, of the Secretary of Newco certifying
  that:  (i) attached is a true and correct copy of the Articles
  of Incorporation and Bylaws of Newco as then in effect; (ii)
  attached is a true and correct copy and the resolutions adopted
  by the Board of Directors and shareholders of Newco approving
  the Merger, Merger Agreement, this Agreement and the
  transactions contemplated hereby; and (iii) to the incumbency
  and specimen signatures of each officer of Newco, executing this
  Agreement and the other agreements and certificates contemplated
  hereby.
  
  		(j)	Absence of Litigation or Claim.  Newco shall not have
  become aware or received notice of any threatened, pending or
  commenced litigation, arbitration, administrative hearing or
  investigation, termination of any material contract, or other
  action seeking to prevent, or having a potential detrimental
  effect upon the Corporation or NCS in connection with, the
  consummation of the transactions contemplated by this Agreement,
  nor shall such action(s) have been pending, commenced or
  threatened.
  (k)	All Proceedings to be Satisfactory.  All corporate and
  other proceedings to be taken by Newco in connection with the
  transactions contemplated by this Agreement and all documents
  incident thereto shall be reasonably satisfactory in form and
  substance to the Corporation, NCS and their respective counsel,
  and the Corporation, NCS and their respective counsel shall have
  received all such counterpart originals or certified or other
  copies of such documents as they reasonably may request.
  
  		(l)	Fairness Opinion and Shareholders Approval.  The fairness
  opinion of John G. Kinnard and Company, Inc. shall be
  satisfactorily updated concurrent with mailing the proxy
  material to the shareholders and the shareholders of the
  Corporation shall have duly approved the Merger.
  
  ARTICLE 6
  
  INDEMNIFICATION
  
  	6.1	Indemnification.
  
  		(a)	Subject to subsection (d) below, NCS shall indemnify Newco
  and hold it harmless against any loss, liability, damage,
  deficiency or expense (including reasonable legal expenses and
  costs as incurred) (collectively, "Losses") which Newco may
  suffer, sustain or become subject to, directly or indirectly, as
  a result of or in connection with the breach or inaccuracy by
  NCS of its representations or warranties contained in Section
  3.2 of this Agreement.  With respect to claims for breaches of
  representations or warranties contained in this Agreement, or in
  any agreement relating to or contemplated hereby, NCS shall be
  liable with respect to any Losses regardless of when finally
  ascertained, provided written notice is given by Newco pursuant
  toParagraph(d) below.  Notwithstanding the foregoing, the
  representations and warranties of NCS and the indemnification
  obligation of NCS contained in this Agreement shall terminate
  and expire six (6) months from the Closing Date.  Furthermore,
  the maximum aggregate amount which NCS may be liable for
  pursuant to its indemnification obligation contained in this
  Agreement shall be $355,000.
  
  		(b)	Subject to subsection (d) below, Newco shall indemnify the
  Corporation and NCS and hold them harmless against any Losses
  which they may suffer, sustain or become subject to, as the
  result of or in connection with (i) the breach by Newco of any
  representation or warranty of Newco contained in this Agreement,
  or in any agreement relating to or contemplated hereby, or (ii)
  the breach by Newco of any covenant or agreement of Newco
  contained in this Agreement or in any agreement relating to or
  contemplated hereby.  With respect to claims for breaches of
  representation and warranties contained in this Agreement, or in
  any agreement relating to or contemplated hereby, Newco will be
  liable with respect to any Losses, regardless of when finally
  ascertained, if written notice of a claim for such breach is
  given by Corporation or NCS to Newco pursuant to paragraph (c)
  below.
  
  		(c)	Subject to subsection (d) below, Newco and DHT shall
  indemnify NCS and hold it harmless against any Losses (including
  without limitation, any cost or expenses associated with
  performance of standby support obligations) which it may suffer,
  sustain, incur or become subject to, as a result of or in
  connection with, any claim, demand or other requirement made or
  asserted against NCS from and after the Closing Date, under,
  pursuant to or arising out of any standby support agreement or
  other similar agreement between NCS and any customer of the
  Corporation, as listed on Schedule 5.2(d) hereto, pursuant to
  which NCS guarantees, agrees to provide for or agrees to perform
  in place of, the performance of the Corporation, (collectively,
  "Standby Support Agreements").  Notwithstanding subsection (d)
  below, NCS shall be entitled at its option, but not obligated,
  to perform the requirements of any Standby Support Agreement,
  upon customer demand until and unless Newco provides performance
  which is satisfactory to the customer as confirmed by the
  customer in writing, and all expense of such performance, if
  any, in addition to any other Losses resulting from such claim,
  shall be subject to the indemnity provided in this Section
  6.1(c).
  
  		(d)	Any party making a claim for indemnification under this
  Section 6.1 (an "Indemnitee") shall notify the indemnifying
  party (an "Indemnitor") of the claim in writing promptly after
  discovering the claim
  or receiving written notice of a claim
  against it (if by a third party), describing the claim, the
  amount thereof (if known and quantifiable), and the basis
  thereof.  Any claim for indemnification under this Section 6.1
  to the extent such claim can be reasonably quantified, must be
  for a minimum amount of $15,000 or when the amount of such claim
  is aggregated with other claims for indemnification brought
  under this Section 6.1 equals or exceeds $15,000.  An Indemnitor
  shall be entitled to participate in the defense of such action
  at its expense, and at its option (subject to the limitations
  set forth below) shall be entitled to assume control of such
  defense with reputable counsel; provided, that prior to
  Indemnitor assuming control of such defense it or they shall
  first verify to the Indemnitee in writing that such Indemnitor
  shall be fully responsible for such claim and that it will
  provide the full indemnification required hereunder to
  Indemnitee with respect to such claim, including payment thereof
  and performance thereunder; and provided further, that:
  
  			(i)	The Indemnitee shall be entitled to participate in the
  defense of such claim and to employ counsel of its choice for
  such purpose, the fees and expenses of such separate counsel
  which shall be borne by Indemnitee.  Notwithstanding the
  foregoing, the fees and expensesof such separate counsel
  incurred prior to the date the Indemnitor's counsel effectively
  assumes control of such defense shall be borne by the
  Indemnitor; and
  
  			(ii)	The Indemnitee shall be entitled to assume control of
  such defense and shall bear the fees and expenses of counsel
  retained by the Indemnitor if, upon petition by Indemnitee, the
  appropriate court rules that the Indemnitor failed or is failing
  to vigorously prosecute or defend such claim; and
  
  			(iii)	The Indemnitor shall not be entitled to control the
  defense of any claim to the extent that the claim seeks an
  injunction or equitable relief against Indemnitee which, if
  successful, could materially interfere with the business of the
  Indemnitee.  If the Indemnitor, with the consent of the
  Indemnitee, shall control the defense of any such claim, the
  Indemnitor shall obtain the prior written consent of the
  Indemnitee (which shall not be unreasonably withheld) before
  entering into any settlement of a claim or ceasing to defend
  such claim, if pursuant to or as a result of such settlement or
  cessation, injunction or other equitable relief will be imposed
  against the Indemnitee.
  
  			(iv)	If the claim is the result of an asserted breach of any
  warranty, representation or covenant, and such claim is
  material, then the costs of defense of such claim shall be borne
  by the Indemnitor on a current basis if so requested by
  Indemnitee.
  
  ARTICLE 7
  
  MISCELLANEOUS PROVISIONS
  
  	7.1	Survival of Representations and Warranties.  Unless limited
  herein to the contrary, all representations, warranties,
  covenants and other agreements contained herein or appended
  hereto shall survive the execution and delivery of this
  agreement and the Closing, irrespective of any investigation
  made by or on behalf of either party.
  
  	7.2	Notices.  All notices which are permitted or required under
  this Agreement shall be in writing and delivered personally or
  by certified mail, postage prepaid, addressed as follows, or to
  such other person or address as may be designated by written
  notice by one party to another:
  
  	If to Newco:	      	DMI ACQUISITION CORP.
             			      	101 Southhall Lane, Suite 210
             				      Maitland, Florida  32751
             			      	Attn:  Mitchel J. Laskey, President
  With a copy to:		  Richard N. Bernstein, Esq.
                   				Cohen, Berke, Bernstein,
                 				  Brodie, Kondell & Laszlo, P.A.
                   				Terremark Centre, 19th Floor
                   				2601 South Bayshore Drive
                   				Miami, Florida  33133
  
  	If to DHT:	        	Dynamic Healthcare Technologies, Inc.
                   				101 Southhall Lane, Suite 210
                   				Maitland, Florida  32751
                   				Attn:  Mitchel J. Laskey, President
  
  	With a copy to:   		Richard N. Bernstein, Esq.
                   				Cohen, Berke, Bernstein,
                 				  Brodie, Kondell & Laszlo, P.A.
                   				Terremark Centre, 19th Floor
                   				2601 South Bayshore Drive
                   				Miami, Florida  33133
  
  	If to Corporation:	 DIMENSIONAL MEDICINE, INC.
                   				10901 Bren Road East
                   				Minnesota, MN  55343
                   				Attn:  John Paumen, President
  
  	With a Copy to:	   	John Houston, Esq.
                   				Lindquist & Vennum, P.L.L.P.
                   				4200 IDS Center
                   				Minneapolis, MN  55402
  
  	If to NCS:        		NATIONAL COMPUTER SYSTEMS, INC.
                   				11000 Prairie Lakes Drive
                   				Eden Prairie, Minnesota  55354
                   				Attn:  Ms. Adrienne Tietz
  
  	With a Copy to:   		Mr. Michael C. Brewer, Esq.
                   				National Computer Systems, Inc.
                   				11000 Prairie Lakes Drive
                   				Eden Prairie, Minnesota  55354
  
  Notices shall be deemed delivered when delivered personally or
  when mailed by prepaid certified or registered mail with return
  receipt requested, or air courier which provides for evidence of
  delivery.
  
  		The addresses set forth above shall be conclusive for all
  purposes unless and until written notice of a change of address
  shall be sent to the parties herein.
  
  	7.3	Notification of Certain Matters.  Corporation and NCS shall
  give prompt notice to Newco of:
  
  		(a)	any notice of, or other written communication relating to,
  any default or event which with notice or lapse of time or both,
  would become a default, received by Corporation, NCS or any
  affiliate, subsequent to the date of this Agreement and prior to
  the date of closing, under any contract, agreement or instrument
  to which Corporation is a party;
  (b)	any notice or other communication from any third party
  alleging that the consent of such third party is or may be
  required in connection with the transactions contemplated by
  this Agreement;
  
  		(c)	any written communication from any third party, or any
  oral communication from any third party which Corporation or NCS
  reasonably believes is the precursor of a written communication
  challenging the legality or fairness of this Agreement or
  threatening any action or proceeding in respect to this
  Agreement with a view to preventing the consummation of this
  transaction; and
  
  		(d)	the occurrence of any event or the failure of any event to
  occur that results in a breach of any representation or warranty
  of Corporation or NCS or a failure of Corporation or NCS to
  comply with any covenant, condition or agreement contained
  herein.
  
  		(e)	Any notice of the exercise of dissenter's rights by any
  Corporation stockholder.  
  
  	7.4	Termination.  This Agreement may be terminated and the
  Merger may be abandoned at anytime prior to the Closing
  (notwithstanding any approval of this Agreement by the
  shareholders of the Corporation):
  
  		(a)	by mutual written consent of the Corporation and Newco;
  
  		(b)	by either the Corporation or Newco, if there has been a
  material misrepresentation, material breach of warranty or
  violation of any material covenant on the part of the other
  party in the representations, warranties and covenants contained
  herein;
  
  		(c)	by either the Corporation or Newco, if the Closing has not
  occurred by May 15, 1996; provided that no party may terminate
  this Agreement pursuant to this clause if such party's failure
  to fulfill any of its obligations under this Agreement shall
  have been the reason the Closing shall not have occurred on or
  before said date;
  
  		(d)	by either the Corporation or Newco, if there shall be any
  law or regulation that makes consummation of the Merger illegal
  or otherwise prohibited or if any judgment, injunction, order or
  decree enjoining the Corporation or Newco from consummating the
  Merger is entered and such judgment, injunction, order or decree
  shall become final and non-appealable;
  
  		(e)	by either the Corporation and Newco, if the Corporation's
  shareholders shall have voted on and failed to adopt and approve
  this Agreement and the Merger.
  
  	7.5	Knowledge.  In the context of this Agreement, where the
  standard of knowledge is applied with respect to any
  representation or warranty on the part of the Corporation, this
  shall mean the knowledge of John Paumen, Mark Holman or Adrienne
  Tietz.  In the context of this Agreement, where the standard of
  knowledge is applied with respect to any representation or
  warranty on the part of NCS, this shall mean the knowledge of
  Adrienne Tietz.
  
  	7.6	No Assignment.  This Agreement may not be assigned by
  either party without the prior written consent of the other
  party.
  
  	7.7	Severability.  Any provision of this Agreement which is
  invalid or unenforceable shall be ineffective to the extent of
  such invalidity or unenforceability, without affecting in any
  way the remaining provisions hereof.
  
  	7.8	Governing Law.  This Agreement is deemed to have been made
  in the State of Florida and its interpretations, its
  construction and the remedies for its enforcement or breach are
  to be applied pursuant to, and in accordance with, the laws of
  the State of Florida for contracts made and to be performed in
  that State.
  7.9	Schedules.  It is acknowledged and agreed that all
  schedules to this Agreement are an integral part hereof and are
  incorporated, in total, by reference fully as a part of this
  Agreement in all respects.  Any schedule or exhibit which is not
  attached hereto at the time of the execution of this Agreement
  shall be exchanged at or prior to the time of Closing, and shall
  be subject to review and approval by the parties hereto and
  agreed to by them.
  
  	7.10	Incorporation and Amendment.  This writing constitutes the
  entire agreement of the parties superseding and extinguishing
  all prior agreements or understandings, representations or
  warranties, relating to the subject matter hereof. This
  Agreement may not be modified, amended or terminated except by
  written agreement specifically referring to this Agreement
  signed by the parties hereto.
  
  	7.11	Remedies.  Newco, and Corporation and NCS agree that any
  dispute arising among the parties hereto shall be settled by a
  court of competent jurisdiction in accordance with applicable
  law and that the parties shall be free to petition the court for
  all appropriate legal and/or equitable remedies inclusive of
  specific performance  and injunctive relief.
  
  	7.12	Waiver.  No waiver of any breach or default hereunder
  shall be considered valid unless in writing and signed by the
  party giving such waiver, and no such waiver shall be deemed a
  waiver of any subsequent breach or default of the same or
  similar nature.
  
  	7.13	Headings.  The paragraph headings contained herein are for
  the purpose of convenience only and are not intended to define
  or limit the contents of said paragraphs.
  
  	7.14	Further Action.  Each party hereto shall take such further
  action and shall execute and deliver such further documents as
  may be reasonably requested by the other party in order to carry
  out the provisions and purposes of this Agreement.
  
  	7.15	Counterparts.  This Agreement may be executed in one or
  more counterparts, all of which taken together shall be deemed
  one original.
  
  	7.16	Venue.  The parties hereto mutually agree that proper
  venue with respect to any dispute arising hereunder, related
  hereto and connected herewith shall be Seminole County, Florida.
  
  	7.17	Public Announcements.  No party shall, without the prior
  written consent from the other parties, issue any press release
  or furnish any written statement to the Corporation's employees
  or to the public concerning the transactions contemplated by
  this Agreement.
  
  [THE BOTTOM OF THIS PAGE INTENTIONALLY BLANK]
  IN WITNESS WHEREOF, this Agreement has been duly executed as of
  the date first written above.
  
                           						THE CORPORATION:
  
                           						DIMENSIONAL MEDICINE INC.,
                                 a Minnesota corporation
  
                           						By:  /S/JOHN P. PAUMEN
                                      John P. Paumen, President
  
                           						NCS:
  
                            					NATIONAL COMPUTER SYSTEMS, INC.,
                                 a Minnesota	corporation
  
                           						By:  /S/ADRIENNE T. TIETZ
                                      Adrienne T. Tietz, Vice President
  
                           						NEWCO:
  
                           						DMI ACQUISITION CORP.,
                                 a Florida corporation
  
                           						By:  /S/MITCHEL J. LASKEY
                                      Mitchel J. Laskey, President
  
                           						DHT:
  
                           						DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                                 a	Nebraska corporation
  
                                 By:  /S/MITCHEL J. LASKEY
                                     	Mitchel J. Laskey, President
  AMENDMENT
                                to that certain
                                Merger Agreement
                                  by and among
                             DMI Acquisition Corp.,
                     Dynamic Healthcare Technologies, Inc.,
                        National Computer Systems, Inc.,
                                      and
                          Dimensional Medicine, Inc.
                            dated February 5, 1996.
  
  	This Amendment is entered into effective as of March 26, 1996,
  by and among DMI ACQUISITION CORP., a Florida corporation
  ("Newco"), DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
  corporation ("DHT"), NATIONAL COMPUTER SYSTEMS, INC., a
  Minnesota corporation ("NCS") and DIMENSIONAL MEDICINE, INC., a
  Minnesota corporation (the "Corporation") for the purpose of
  amending the Merger Agreement described above.  The parties
  respectively acknowledge the receipt and sufficiency of the
  consideration for this Amendment and that it is binding,
  enforceable and modifies the Merger Agreement as contemplated by
  Section 7.10 therein.
  
  I.	The text of Section 5.2(d) of the Merger Agreement is deleted
  in its entirety and the following is substituted:  "[Reserved.]" 
  
  II.	The text of Section 6.1(c) of the Merger Agreement is
  deleted in its entirety and the following is substituted:  
  
  	"Subject to subsection (d) below, Newco and DHT shall indemnify
  NCS and hold it harmless against any Losses (including without
  limitation, any cost or expenses associated with performance of
  lease or standby support obligations) which it may suffer,
  sustain, incur or become subject to, as a result of or in
  connection with, any claim, demand or other requirement made or
  asserted against NCS from and after the Closing Date, under,
  pursuant to or arising out of:  (i) any standby support
  agreement or other similar agreement between NCS and any
  customer of the Corporation, as listed on Schedule 5.2(d)
  hereto, pursuant to which NCS guarantees, agrees to provide for
  or agrees to perform in place of, the performance of the
  Corporation, (collectively, "Standby Support Agreements"), or
  (ii) any guarantees listed under the heading "Lease Guarantees"
  on Schedule 5.2(d) hereto.  Notwithstanding subsection (d)
  below, NCS shall be entitled at its option, but not obligated,
  to perform the requirements of any Standby Support Agreement,
  upon customer demand until and unless Newco provides performance
  which is satisfactory to the customer as confirmed by the
  customer in writing, and all expense of such performance, if
  any, in addition to any other Losses resulting from such claim,
  shall be subject to the indemnity provided in this Section
  6.1(c)."
  IN WITNESS WHEREOF, this Amendment has been duly executed as of
  the date first written above.
  
                             						THE CORPORATION:
  
                             						DIMENSIONAL MEDICINE, INC., 
                                   a Minnesota corporation
  
                                   By:  /S/JOHN P. PAUMEN
                                        John P. Paumen, President
  
                                   NCS:
  
                             						NATIONAL COMPUTER SYSTEMS, INC.,
                                   a Minnesota corporation
  
                             						By:  /S/ADRIENNE T. TIETZ
                                        Adrienne T. Tietz, Vice President
  
                                   DHT:
  
                                   DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                                   a Nebraska corporation
  
                                   By:  /S/MITCHEL J. LASKEY
                                        Mitchel J. Laskey, President
  
                                   NEWCO:
  
                                   DMI ACQUISITION CORP., 
                                   a Florida corporation
  
                                   By:  /S/MITCHEL J. LASKEY
                                        Mitchel J. Laskey
  AMENDMENT NO. 2
                       to that certain Merger Agreement
                      By and among DMI Acquisition Corp.,
                    Dynamic Healthcare Technologies, Inc.,
                       National Computer Systems, Inc.
                                    and
                          Dimensional Medicine, Inc.
                            dated February 5, 1996
                      and amended as of March 26, 1996.
  
  	This Amendment is entered into effective as of May 1, 1996 by
  and among DMI ACQUISITION CORP., a Florida corporation
  ("Newco"), DYNAMIC HEALTHCARE TECHNOLOGIES, INC., a Nebraska
  corporation ("DHT"), NATIONAL COMPUTER SYSTEMS, INC., a
  Minnesota corporation ("NCS") and DIMENSIONAL MEDICINE, INC., a
  Minnesota corporation ("DMI") for the purpose of amending the
  Merger Agreement described above.  The parties respectively
  acknowledge the receipt and sufficiency of the consideration for
  this Amendment and that it is binding, enforceable and modifies
  the Merger Agreement as contemplated by Section 7.10 therein.
  
  I.	The text of Section 5.2(e) is deleted in its entirety and the
  following is substituted:
  
  	"The amount outstanding under that certain Promissory Note
  dated March 31, 1995 by and between the Corporation, as maker,
  and NCS, as payee, as of May 1, 1996 is $541,938.00 plus accrued
  interest of $2,762.00.  Newco shall, as of the Closing, have
  paid to NCS $294,745.00 and shall have executed and delivered to
  NCS a Promissory Note in the form of Exhibit A hereto committing
  to pay NCS $250,000 on or before July 1, 1996, provided that the
  amount outstanding shall be due and payable immediately if Newco
  has not provided NCS on or prior to June 15, 1996 a letter which
  evidences Newco's ability to satisfy the obligation incurred
  under the Promissory Note by July 1, 1996.  The Promissory Note
  shall bear interest at the rate of 8.25% per annum, shall be
  fully secured pursuant to a security agreement in the form
  attached hereto as Exhibit B and Newco shall operate in
  accordance with a lockbox arrangement in the form attached
  hereto as Exhibit C." 
  
  II.	The text of Section 5.1(m) of the Merger Agreement is
  deleted in its entirety and the following is substituted:
  "[Reserved]."
  
  III.	The text of Section 4.7 of the Merger Agreement is deleted
  in its entirety and the following is substituted:
  
  	"At the closing, NCS shall deliver its check in the amount of
  $63,964.00 to Newco in full satisfaction of amounts due by NCS
  to the Corporation for the period ending January 31, 1996
  pursuant to the Tax Sharing Agreement effective as of December
  20, 1993.  The remainder owed pursuant to the Tax Sharing
  Agreement which is associated with NCS's tax year ending January
  31, 1997 shall be paid upon NCS's filing of its tax return for
  the fiscal year ending January 31, 1997."
  
  IV.	At the closing, NCS shall pay to Lindquist & Vennum, counsel
  to DMI, all legal fees due to be paid by DMI to Lindquist &
  Vennum as of May 1, 1996 in an amount not to exceed $52,000, and
  shall be reimbursed from funds deposited with DMI in accordance
  with the lockbox arrangement described above.  NCS shall be
  entitled to retain from the first funds received in the lockbox
  following the Closing such amount as is necessary to satisfy the
  amount paid to Lindquist & Vennum.
  
  V.	All terms and conditions of the Merger Agreement not
  specifically amended hereby shall remain in full force and
  effect.
  IN WITNESS WHEREOF, this Amendment has been duly executed as of
  the date first written above.
  
                         						DIMENSIONAL MEDICINE, INC.
  
                         						By:  /S/MARK HOLMAN
                                   	Mark Holman, Chief Financial Officer
                                    and Secretary
  
                               NATIONAL COMPUTER SYSTEMS, INC.
                           
  
                           				By:  /S/ADRIENNE T. TIETZ
                                   	Adrienne T. Tietz, Vice President
  
                               DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
                               By:  /S/DAVID M. POMERANCE
                                   	Its:  CEO
  
                               DMI ACQUISITION CORP.
                             
  
                               By:  /S/DAVID M. POMERANCE
                                    David M. Pomerance, Secretary
  ARTICLES OF MERGER AND AGREEMENT AND
                                PLAN OF MERGER
  
  	This Articles of Merger and Agreement and Plan of Merger
  ("Agreement of Merger") is made as of April 29, 1996 by and
  between DMI Acquisition Corp., a Florida corporation (the
  "Surviving Corporation"), and Dimensional Medicine, Inc., a
  Minnesota corporation ("DMI").  The Surviving Corporation and
  DMI are sometimes hereinafter collectively referred to as
  "Constituent Corporations".
  
                   W I T N E S S E T H:
  
  	WHEREAS, the Surviving Corporation is corporation duly
  organized and existing under the laws of the State of Florida
  and, as of the date hereof, the authorized capital stock of the
  Surviving Corporation consists of 10,000 shares of common stock,
  $.01 par value, of which one hundred (100) shares are issued and
  outstanding;
  
  	WHEREAS, DMI is a corporation duly organized and existing under
  the laws of the State of Minnesota and, as of the date hereof,
  the authorized capital stock of DMI consists of 50,000,000
  shares of common stock, $.15 par value per share ("DMI Common
  Stock"), of which 32,533,460 shares are issued and outstanding; 
  
  	WHEREAS, the Surviving Corporation, DMI and certain
  shareholders of DMI have entered into a certain Merger Agreement
  dated as of February 5, 1996, as amended, (the "Merger
  Agreement"), which sets forth certain representations,
  warranties, covenants and other agreements in connection with
  the transactions therein and herein contemplated and which
  contemplates the merger (the "Merger") of DMI with and into the
  Surviving Corporation in accordance with this Agreement of
  Merger; and
  
  	WHEREAS, the Boards of Directors of each of the Constituent
  Corporations deem the Merger advisable and in the best interests
  of each such corporation and their respective shareholders, and
  the Boards of Directors of each of the Constituent Corporations
  and the shareholders of each of the Constituent Corporations
  have adopted and approved the Merger Agreement and this
  Agreement of Merger in accordance with the laws of their
  respective States of incorporation.
  
  	NOW, THEREFORE, in consideration of the foregoing premises and
  the mutual covenants and agreements contained herein, and for
  other good and valuable consideration, the receipt and adequacy
  of which is hereby acknowledged, the parties hereto agree as
  follows:
  
                            ARTICLE 1
  
  	1.	The Merger.  Upon the terms and subject to the conditions
  set forth herein and in the Merger Agreement, DMI shall be
  merged with and into the Surviving Corporation effective as
  of11:59 p.m. Central Standard Time on May 1, 1996.  Such time
  shall be referred to as the "Effective Time," and the "Effective
  Date" of the Merger shall be the date of the Effective Time.  On
  or about the Effective Date, the Constituent Corporations shall
  file with the Secretary of State of the State of Minnesota
  articles of merger prepared and executed in accordance with
  Section 302A.615 of the Minnesota Statutes, together with such
  other agreements and documents required to be filed by a foreign
  surviving corporation pursuant to Section 302A.615(4) and
  otherwise.  As of the Effective Date, the separate corporate
  existence of DMI shall cease and the Surviving Corporation shall
  be the surviving corporation of the Merger.  The separate
  corporate existence of the Surviving Corporation shall continue
  unaffected and unimpaired by the Merger.
  ARTICLE 2
  
  	2.1	Articles of Incorporation.  The Articles of Incorporation
  of the Surviving Corporation, as in effect immediately prior to
  the Effective Time, shall remain in effect and be the Articles
  of Incorporation of the Surviving Corporation at and after the
  Effective Time until duly amended in accordance with the FBCA.
  
  	2.2	Bylaws.  The Bylaws of the Surviving Corporation, as in
  effect immediately prior to the Effective Time, shall remain in
  effect and be the Bylaws of the Surviving Corporation at and
  after the Effective Time until duly amended in accordance with
  such Bylaws and applicable law.
  
                                 ARTICLE 3
  
  	3.1	Exchange and Cancellation of Securities in the Merger.  At
  the Effective Time:
  
  		3.1.1	Each share of the common stock of the Surviving
  Corporation that is issued and outstanding immediately prior to
  the Effective Time shall remain issued and outstanding
  thereafter and shall constitute the only outstanding shares of
  capital stock of the Surviving Corporation.
  
  		3.1.2	Each share of DMI Common Stock which constitutes
  treasury stock immediately prior to the Effective Time shall be
  canceled immediately prior to the Effective Time.
  
  		3.1.3	Each holder of issued and outstanding shares of DMI
  Common Stock which are outstanding immediately prior to the
  Effective Time shall exchange all of his, her or its shares of
  DMI Common Stock for cash and/or other consideration to which
  such holder is entitled pursuant to the terms and conditions set
  forth in the Merger Agreement, subject to the rights of
  dissenting shareholders pursuant to Section 302A.471 of the
  Minnesota Statutes.  The procedures regarding the assertion of
  dissenters' rights shall be conducted in accordance with Section
  302A.473 of the Minnesota Statutes.
  
  		3.1.4	Each and every share of DMI Common Stock and other
  capital stock of DMI, if any, and any and all options, warrants,
  securities and/or other rights to directly or indirectly
  acquire,whether of record or beneficially, shares of DMI Common
  Stock and/or other capital stock, securities, equity interests
  or profit participation rights with respect to DMI, whether or
  not vested, which prior to the Effective Date are issued or
  outstanding, shall be canceled, terminated and of no further
  force or effect.
  
  	3.2	Surrender and Payment.  
  
  		3.2.1	As soon as practicable after the Effective Date, a
  letter of transmittal and instructions will be mailed or
  otherwise made available for use in surrendering to Norwest Bank
  Minnesota, N.A. (the "Exchange Agent") stock certificates which
  immediately prior to the Effective Date represented shares of
  DMI Common Stock.  Each holder of record of a stock certificate
  (a "Certificate") entitled to be exchanged as set forth in
  Section 3.1.3 (other than holders who properly exercise rights
  of dissenting shareholders under Minnesota law) will be entitled
  to receive, upon proper surrender thereof to the Exchange Agent,
  together with a properly completed and duly executed letter of
  transmittal, the cash and/or other consideration as described in
  Section 3.1.3.  Until so surrendered, each Certificate shall be
  deemed for all corporate purposes to evidence only the right to
  receive upon proper surrender (together with a properly
  completed and duly executed letter of transmittal) the cash
  and/or other consideration into which the holder thereof may
  exchange same. 
  
  		3.2.2	Upon the Effective Time, the stock transfer books of DMI
  shall be closed and no transfer of shares of DMI Common Stock
  shall thereafter be made.  Any cash or other consideration
  deposited with the Exchange Agent for the benefit of the holders
  of Certificates which remain unclaimed after the expiration of
  one year after the Effective Date shall be delivered to the
  Surviving Corporation by the Exchange Agent and, thereafter, the
  Exchange Agent shall not be liable to any person claiming the
  same.  No interest shall accrue or be payable to or for the
  benefit of such holders with respect to any cash or other
  consideration held by the Exchange
  Agent or the Surviving
  Corporation.  After the return to the Surviving Corporation by
  the Exchange Agent of unclaimed cash or other consideration, the
  Surviving Corporation shall, upon surrender to it of a
  Certificate, deliver to the holder thereof the cash and/or other
  consideration to which said holder shall be entitled pursuant to
  Section 3.1.3 hereof.
  
  		3.2.3	If any cash or other consideration is to be paid to a
  person other than the registered holder of the Certificate
  surrendered in exchange therefor, it shall be a condition of the
  payment thereof that the Certificate so surrendered shall be
  properly endorsed and otherwise in proper form for transfer and
  that the person requesting such exchange shall pay to the
  Exchange Agent any transfer or other taxes required by virtue of
  the payment of said consideration to a person other than the
  registered holder of the Certificate surrendered.
  
                                 ARTICLE 4
  
  	4.1	Effect of Merger. When the Merger has been effected: 
  
  		4.1.1	The separate existence of DMI shall cease and the
  corporate existence and corporate identity of the Surviving
  Corporation shall continue as the surviving corporation of the
  Merger.
  
  		4.1.2	The Surviving Corporation shall have the rights,
  privileges, immunities and powers, and shall be subject to all
  of the duties and liabilities, of a corporation under the FBCA.
  
  		4.1.3	The Surviving Corporation shall possess all of the
  rights, privileges, immunities and franchises, of a public as
  well as a private nature, of DMI, and all property, real
  (immovable), personal (movable), intangible and mixed, and all
  debts due on whatever accounts, including subscriptions to
  shares, and all other choses of action, and all and every other
  interest belonging to DMI, shall be taken and deemed to be
  transferred to and vested in the Surviving Corporation without
  act or deed.
  
  		4.1.4	The Surviving Corporation shall be responsible and
  liable for all liabilities and obligations of DMI, and any claim
  existing or action or proceeding pending by or threatened
  against DMI may be prosecuted as if the Merger had not taken
  place, and the Surviving Corporation may be substituted in its
  place.  Neither the rights of creditors nor liens upon the
  property of DMI shall be impaired by the Merger.
  
                                  ARTICLE 5
  
  	5.1	Counterparts.  This Agreement of Merger may be executed in
  one or more counterparts, each of which shall be deemed to be an
  original, but all of which together shall constitute one
  agreement.
  
  	5.2	Dates of Shareholder Approval.  This Articles of Merger and
  Agreement and Plan of Merger, the Merger Agreement and the
  Merger were duly approved and adopted by (i) unanimous written
  consent of the sole shareholder of the Surviving Corporation
  dated as of April 29, 1996, and (ii) a majority of the
  shareholders of DMI pursuant to a special meeting of the
  shareholders of DMI held on April 29, 1996.
  
  	5.3	Dates of Board of Director Approval.  This Articles of
  Merger and Agreement and Plan of Merger, the Merger Agreement
  and the Merger were duly approved and adopted by (i) unanimous
  written consent of the Board of Directors of the Surviving
  Corporation dated as of February 5, 1996, and (ii) unanimous
  vote of the Board of Directors of DMI at a meeting held on April
  29, 1996.
  IN WITNESS WHEREOF, each of the Constituent Corporations have
  caused this Agreement of Merger to be executed by their
  respective officers hereunto duly authorized, all as of the date
  first above written.
  
  ATTEST:	                           			DMI ACQUISITION CORP., a Florida
                                        corporation
  
  By:  /S/DAVID M. POMERANCE          		By:  /S/MITCHEL J. LASKEY
  Name:    David M. Pomerance	       			Name:    Mitchel J. Laskey
  Title:   Secretary			               		Title:   President
  
  ATTEST:			                          		DIMENSIONAL MEDICINE, INC.,
                                        a Minnesota	corporation
  
  By:  /S/MARK HOLMAN                 		By:  /S/JOHN P. PAUMEN
  Name:    Mark Holman	             				Name:    John P. Paumen
  Title:   Secretary 		              			Title:   President
  CERTIFICATE OF THE SECRETARY
                                     OF
                            DMI ACQUISITION CORP.
  
  	I, DAVID M. POMERANCE, Secretary of DMI Acquisition Corp., a
  Florida corporation (the "Corporation"), hereby certify that:
  
  	1.	The Articles of Merger and Agreement and Plan of Merger to
  which this Certificate is attached has been duly executed on
  behalf of the Corporation by its President and Secretary under
  the corporate seal of the Corporation.
  
  	2.	The Articles of Merger and Agreement and Plan of Merger was
  approved and adopted by unanimous written consent of sole
  shareholder of the Corporation dated as of April 29, 1996.
  
  	IN WITNESS WHEREOF, the undersigned has executed this
  certificate as of April 29, 1996.
  
                                     /S/DAVID M. POMERANCE
                                     David M. Pomerance, Secretary
  CERTIFICATE OF THE SECRETARY
                                    OF
                         DIMENSIONAL MEDICINE, INC.
  
  	I, MARK HOLMAN, Secretary of Dimensional Medicine, Inc., a
  Minnesota corporation (the "Corporation"), hereby certify that:
  
  	The Articles of Merger and Agreement and Plan of Merger to
  which this Certificate is attached has been duly executed on
  behalf of the Corporation by its President and Secretary under
  the corporate seal of the Corporation.
  
  	The Articles of Merger and Agreement and Plan of Merger was
  approved and adopted by a vote of a majority of the shareholders
  of the Corporation pursuant to a special meeting of the
  shareholders held on April 29, 1996.
  
  	IN WITNESS WHEREOF, the undersigned has executed this
  certificate as of April 29, 1996.
  
                                 								/S/MARK HOLMAN
                                         Mark Holman, Secretary