PLAN AND AGREEMENT TO EXCHANGE STOCK

                                  BY AND AMONG

                            THE CATAPULT GROUP, INC.,

                           THE CATAPULT SHAREHOLDERS,

                                       and

                               ENVIROMETRICS, INC.

                             Dated February 16, 2000

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THIS PLAN AND  AGREEMENT TO EXCHANGE  STOCK (the  "Agreement')  is made and
entered  into this ____ day of  February,  2000,  by and among (i) The  Catapult
Group,  Inc., a Georgia  corporation  ("Catapult")  with its principal  place of
business in Norcross,  GA; (ii) the  shareholders  of Catapult,  all of whom are
listed  on   Schedule   1   attached   hereto   (collectively,   the   "Catapult
Shareholders");  and (iii) Envirometrics,  Inc., a Delaware corporation ("EVRM")
with its principal place of business in Charleston, SC.

Background

     The Catapult  Shareholders  and EVRM intend to effect a "B"  reorganization
pursuant to Section 368 of the Code (as hereinafter  defined)  whereby EVRM will
acquire all of the  outstanding  shares of stock of Catapult  from the  Catapult
Shareholders in exchange solely for newly issued shares of common stock of EVRM.
Immediately  following  the share  exchange,  EVRM will  change  its name to The
Catapult Group, Inc. and will effect a private placement of equity securities to
accredited  investors as more fully  described  in Section 9 of this  Agreement.
After giving effect to all of the  transactions  contemplated by this Agreement,
(a) the EVRM Shareholders (as defined below), the Catapult  Shareholders and the
New  Investor(s)  (as  defined  below)  will  jointly  own all of the issued and
outstanding  shares of EVRM, (b) Catapult will be a  wholly-owned  subsidiary of
EVRM, and (c) EVRM will have effected a name change to The Catapult Group, Inc.

Agreement

     For and in  consideration  of  these  premises  and the  mutual  covenants,
promises, agreements, representations and warranties set forth herein, and other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  EVRM,  Catapult and the Catapult  Shareholders  hereby  covenant,
promise, agree, represent and warrant as follows:

ARTICLE 1.    DEFINITIONS.

     The  capitalized  terms  listed below are used in this  Agreement  with the
meanings thereafter ascribed:

    "Affiliate"  has the meaning  ascribed to such term in Rule 405 promulgated
under the Securities Act, as such rule is in effect on the date hereof.

     "Bankruptcy  Code"  means the  United  States  Bankruptcy  Code,  11 U.S.C.
Section 101, and all future acts supplemental thereto or amendatory thereof.

     "Catapult  Common" means  the  issued  and  outstanding  Common  Stock  of
Catapult.

     "Catapult  Shares"  means  all of the  issued  and  outstanding  shares  of
Catapult which consists of Six Million (6,000,000) shares of the Common Stock of
Catapult.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "EVRM  Common"  means all of the  issued and  outstanding  shares of Common
Stock of EVRM, par value $.001.

     "EVRM Preferred" means all of the issued and outstanding Preferred Stock of
EVRM,  which consists  entirely of the Redeemable  Preferred  Stock of EVRM, par
value $.01, having the rights,  privileges, and preferences set forth on Exhibit
A hereof (the "Certificate of Designation").

    "EVRM  Shares" means all of the issued and  outstanding  shares of the EVRM
Preferred  and  the  EVRM  Common  immediately  prior  to  the  closing  of  the
transactions contemplated by this Agreement.

    "EVRM  Shareholders"  means all Persons owning EVRM Shares prior to Closing
and those Persons,  other than the Catapult  Shareholders or the New Investor(s)
(as defined below), owning EVRM Shares after the Closing.

     "Exchange  Act" means the  Securities  Act of 1934, or any similar  Federal
statute, and the rules and regulations of the SEC promulgated thereunder, all as
the same shall be in effect at the relevant time.

     "Fully-Diluted"  means the number of shares of Common  Stock of either EVRM
or Catapult  outstanding  after giving effect to the exercise of  outstanding or
committed  options and other rights to purchase Common Stock except, in the case
of EVRM,  for 680,000  Redeemable  Common Stock Purchase  Warrants  described in
Schedule 1.1 hereof.

     "Hold" or "Held" as used herein and  pertaining  to share  ownership  shall
include ownership of record as well as beneficial ownership.

     "Material" shall mean any condition, circumstance, change or effect (or any
development  that,  insofar as can be reasonably  foreseen,  would result in any
condition,  circumstance,  change or effect)  that is material to the  business,
assets,  results of operations,  prospects or condition (financial or otherwise)
of either EVRM or Catapult.  The parties hereby  acknowledge  and agree the term
"material"  shall  include  any  obligation,   liability,   commitment,   claim,
expenditure or loss contingencies which individually equals or exceeds $10,000.

     "New  Investor(s)  " means  Person(s)  purchasing  EVRM  securities  in the
private placement referred to in Section 9 of this Agreement.

     "Person"   means   an   individual,   partnership,    corporation,   trust,
unincorporated organization, government, or agency or political subdivision of a
government.

     "SEC" means the  Securities  and Exchange  Commission  or any other Federal
agency at the time administering the Securities Act or the Exchange Act.

    "Securities  Act" means the Securities Act of 1933, or any similar  Federal
statute, and the rules and regulations of the SEC promulgated thereunder, all as
the same shall be in effect at the relevant time.

ARTICLE 2.    EXCHANGE AND PURCHASE OF SHARES; CLOSING

         Section 2.1       The EVRM Shares.

     On the terms and subject to the conditions set forth in this Agreement,  at
the Closing (as such term is defined in Section 2.3 of this Agreement):

     (a)  Schedule  2.1  attached  hereto  contains  the  names of all  Catapult
Shareholders  holding  Catapult  Common,  the number of shares held by each (set
forth opposite such shareholder's  name), and the ratio such number bears to the
total number of shares of Fully-Diluted  Catapult Common.  At Closing EVRM shall
assign, transfer, and deliver to each Catapult Shareholder a number of shares of
EVRM  Common  which  equals  such  ratio,  as it  applies  to such  shareholder,
multiplied  by Ninety per cent  (90%) of the  number of shares of  Fully-Diluted
EVRM Common. No fractional shares shall be issued.  The shares  constituting the
difference  between the shares of EVRM Common  issued  hereunder to the Catapult
Shareholders  and Ninety per cent (90%) of the number of shares of Fully-Diluted
EVRM  Common  will be held as  Treasury  Stock and  utilized  for the purpose of
satisfying the exercise of outstanding or committed  options and other rights to
purchase  Catapult  Common which have been  converted to rights to purchase EVRM
Common.

     (b) The EVRM  Shareholders of EVRM Common shall retain their shares of EVRM
Common which,  immediately following the issuance of EVRM Common as set forth in
subsection (a) above,  shall constitute Ten per cent (10%) of the  Fully-Diluted
EVRM Common  minus such shares as may be  necessary  to satisfy the  exercise of
outstanding  or committed  options and other rights to purchase  EVRM Common and
these latter shares will be held as Treasury Stock for that purpose.

     (c)  Prior to  Closing,  the exact  number  of shares of EVRM  Common to be
issued to each Catapult  Shareholder  shall be  determined  and confirmed by the
accountants  of EVRM and of Catapult  and  appended to Schedule  2.1, as well as
such other information as may be reasonably  necessary for the transfer agent of
EVRM  to  issue  certificates   evidencing  the  EVRM  Common  to  the  Catapult
Shareholders at Closing.

         Section 2.2       The Catapult Shares.

     On the terms and subject to the conditions set forth in this Agreement,  at
the Closing (as such term is described in Section 2.3 of this  Agreement),  each
Catapult   Shareholders   shall  assign,   transfer,   and  deliver  to  EVRM  a
certificate(s)  evidencing all of the Catapult Shares held by such  shareholder.
The  certificates  representing  the Catapult Shares shall be duly endorsed,  or
accompanied  by stock transfer  powers duly endorsed,  with the signature of the
Catapult  Shareholder  thereon guaranteed by a bank, trust company, or member of
the New York Stock  Exchange,  and  otherwise in a form suitable for transfer on
the stock transfer books of Catapult.

         Section 2.3       The Closing.

     The "Closing"  shall mean the  consummation  of the exchange of EVRM Shares
and the Catapult Shares,  as set forth in Sections 2.1 and 2.2 above, as well as
the  consummation  of any  other  transactions  which are  contemplated  by this
Agreement to occur at Closing.  Closing  shall take place no later April 3, 2000
or within  Five (5) days  following  the date upon  which all of the  conditions
precedent  contained in Articles 8 and 9 of this  Agreement  have  occurred,  at
10:00 a.m., local time, at 3475 Lenox Rd. NE, Suite 995,  Atlanta,  GA 30326, or
at such other time and place as the parties  may agree in writing.  The date the
Closing actually occurs is the "Closing Date."

         Section 2.4       Name Change.

     Immediately  after  the  Closing,  EVRM  shall  file  an  amendment  to its
Certificate of  Incorporation  and take all other actions  necessary to effect a
name change of EVRM from "Envirometrics, Inc." to "The Catapult Group, Inc."

ARTICLE 3.    REPRESENTATIONS AND WARRANTIES OF EVRM.

     EVRM  represents  and warrants to Catapult  and the  Catapult  Shareholders
(which  representations and warranties shall be valid and binding as of the time
of Closing) as follows:

         Section 3.1       Due Organization; Good Standing.

     EVRM is a corporation duly organized, validly existing and in good standing
under the laws of the State of  Delaware.  EVRM has the power and  authority  to
own,  lease and  operate  its  properties  and to conduct  its  business in each
location where EVRM owns,  leases or operates its property and conducts business
as such business is now being  conducted by EVRM.  EVRM is duly qualified and is
in good standing as a foreign  corporation in each of the jurisdictions in which
the  nature  of the  property  or  assets  owned  by EVRM or the  nature  of the
operations or business conducted by EVRM requires such  qualification.  Complete
and correct copies of the  Certificate  of  Incorporation,  as amended,  and the
Bylaws, as amended,  of EVRM, as certified by the Secretary of State of Delaware
and the Secretary of EVRM,  respectively,  are attached  hereto as Schedule 3.1,
and no changes will be made therein  prior to Closing  except such  change(s) as
may be necessary to effectuate the terms hereof.

         Section 3.2       Authorized Capital of EVRM.

     The  authorized  capital of EVRM  consists of (i) Two Million  Five Hundred
Thousand  (2,500,000)  shares of  Preferred  Stock,  Three  Hundred  Fifty-three
Thousand  Five  Hundred  Eighteen  (353,518)  shares  of which  are  issued  and
outstanding,  fully paid and  nonassessable  and (ii) Ten  Million  (10,000,000)
shares of Common Stock,  Three Million Six Hundred Forty  Thousand Eight Hundred
Eighty  (3,640,880)  shares of which are validly issued and  outstanding,  fully
paid   and   nonassessable.    The   relative   rights,   powers,   preferences,
qualifications,  limitations,  and  restrictions  in  respect  of each  class of
authorized  capital  stock  of  EVRM  are as set  forth  in the  Certificate  of
Incorporation,  attached as Schedule 3.1 and the Certificate of Designation, and
all  such  rights,  powers,  preferences,   qualifications,   limitations,   and
restrictions  are valid,  binding,  and  enforceable  and in accordance with all
applicable  laws.  Except as  contemplated  by this Agreement or as set forth in
Schedule 3.2, (a) no subscription,  warrant,  option,  convertible  security, or
other  right  (contingent  or other) to  purchase or  otherwise  acquire  equity
securities of EVRM is authorized or outstanding,  and (b) there is no commitment
by  EVRM  to  (i)  issue  any  equity  securities  of  EVRM,  including  without
limitation,  EVRM Common and EVRM  Preferred,  or any  subscriptions,  warrants,
options,  convertible securities,  or other rights to purchase or acquire equity
securities of EVRM or securities  convertible  into or  exchangeable  for equity
securities of EVRM or (ii) distribute to holders of EVRM Common, EVRM Preferred,
or any other equity  securities of EVRM,  any evidence of  indebtedness,  or any
assets of EVRM.  Except  as set  forth in  Schedule  3.2 or the  Certificate  of
Incorporation, as amended, EVRM has no obligation or right (contingent or other)
to purchase,  redeem,  or otherwise  acquire any of its equity securities or any
interests  therein  or to pay any  dividend  or make any other  distribution  in
respect thereof. Except as set forth in Schedule 3.2, there are no voting trusts
or agreements nor any preemptive  rights relating to any outstanding  securities
of EVRM (whether or not EVRM is a party thereto).  All outstanding securities of
EVRM were issued in compliance with all applicable  federal and state securities
laws.

     Section 3.3 Financial Statements; Absence of Undisclosed Liabilities.

     (a) Attached  hereto as Schedule 3.3 are true,  correct and complete copies
of:

     (i) the audited  Consolidated  Balance  Sheet of EVRM and its  subsidiaries
dated as of December  31,  1995,  and the audited,  consolidated  statements  of
income, cash flow and stockholders equity for the year then ended, together with
the  notes  thereto  and the  report  thereon  of  McGladrey  and  Pullen,  LLP,
independent  certified public  accountants;  and (iii) the audited  Consolidated
Balance Sheets of EVRM and its subsidiaries dated as of December 31, 1996, 1997,
1998  and  the  audited,  consolidated  statements  of  income,  cash  flow  and
stockholders  equity for the years then ended,  together  with the notes thereto
and the report  thereon of Welch,  Roberts  and  Amburn,  LLP,  Charleston,  SC,
independent   certified   public   accountants  for  EVRM;  (iv)  the  unaudited
Consolidated  Balance Sheets of EVRM and its  subsidiaries  dated as of December
31, 1999 and the  unaudited,  consolidated  statements of income,  cash flow and
stockholders equity for the year then ended.

     Such financial statements and the notes thereto are hereinafter referred to
collectively as the "EVRM Financial Statements."

     (b) The EVRM Financial  Statements (i) are in accordance with the books and
records of EVRM,  (ii) present fairly the  consolidated  financial  condition of
EVRM and its  subsidiaries as of the respective  dates indicated and the results
of  operations  for such periods,  (iii) have been  prepared in accordance  with
generally accepted  accounting  principles  consistently  applied throughout the
periods  involved,  and (iv) reflect  adequate  reserves for all liabilities and
losses. EVRM has no material  liabilities or obligations  (secured or unsecured,
whether accrued,  absolute,  direct,  indirect,  contingent,  or otherwise,  and
whether due or to become due) that are not fully accrued or reserved  against in
the EVRM  Financial  Statements  or  described  in  Schedule  3.3.  EVRM has not
received  any  advice or  notification  from its  independent  certified  public
accountants that EVRM has used any improper  accounting practice that would have
the effect of not  reflecting or  incorrectly  reflecting in the EVRM  Financial
Statements  or  the  books  and  records  of  EVRM,  any   properties,   assets,
liabilities, revenues, or expenses. The EVRM Financial Statements do not contain
any items of special or nonrecurring  income,  or other income not earned in the
ordinary  course  of  business,  except  as set  forth in the  notes to the EVRM
Financial  Statements  or in Schedule 3.3. The books,  records,  and accounts of
EVRM  accurately and fairly reflect,  in reasonable  detail,  all  transactions,
assets,  and  liabilities  of EVRM.  EVRM has not  engaged  in any  transaction,
maintained  any bank  account,  or used any of the  funds  of EVRM,  except  for
transactions,  bank accounts, and funds which have been and are reflected in the
normally maintained books and records of EVRM.

     (c) EVRM has no material  liabilities or obligations (secured or unsecured,
whether accrued,  absolute,  direct,  indirect,  contingent,  or otherwise,  and
whether due or to become due) that are not fully accrued or reserved  against in
the EVRM Financial Statements, other than:

     (i) liabilities  incurred in the ordinary course of business  subsequent to
the date of the EVRM Financial Statements consistent with past practice, none of
which  deviate  in any  material  respect  from  liabilities  incurred  in prior
comparable fiscal periods;

     (ii) obligations  under Contracts listed on Schedule 3.3 or incurred in the
ordinary course of business and not required under generally accepted accounting
principles to be reflected in the EVRM Financial  Statements,  which liabilities
and  obligations,  individually  or in the  aggregate,  are not  material to the
financial condition or operating results of EVRM; and

     (iii) the liabilities listed on Schedule 3.3.

         Section 3.4       Taxes.

     Except as set forth on  Schedule  3.4,  EVRM has filed or  obtained  filing
extensions for all tax returns,  federal,  state, county, and local, required to
be  filed  by it,  and  EVRM  has  paid or  established  adequate  reserves  (in
accordance with generally accepted accounting principles) for the payment of all
taxes shown to be due by such returns as well as all other  taxes,  assessments,
and governmental  charges which have become due or payable,  including,  without
limitation,  all taxes which EVRM is obligated to withhold from amounts owing to
employees,  creditors, and third parties. The federal income tax returns of EVRM
have never been audited by the Internal  Revenue  Service and no state income or
sales tax  returns of EVRM have been  audited.  No  deficiency  assessment  with
respect to or proposed  adjustment of EVRM's federal,  state,  county,  or local
taxes is pending or, to the best of the EVRM's knowledge,  threatened.  There is
no tax lien,  whether  imposed by any federal,  state,  county,  or local taxing
authority,  outstanding  against  the assets,  properties,  or business of EVRM.
Neither EVRM nor any of its shareholders has ever filed a consent  pertaining to
EVRM pursuant to Section 341(f) of the IRC (as hereinafter defined), relating to
collapsible corporations.  Any amounts reserved in the EVRM Financial Statements
for taxes are  sufficient  for the payment of all  accrued  and unpaid  federal,
state and local taxes of all types,  including interest and penalties thereon of
EVRM for or on  account  of which  EVRM is or may  become  liable in any  manner
whatsoever for the quarter ending December 31, 1999 and for all prior periods.

         Section 3.5       Conduct of Business.

     (a) Ordinary  Course.  Since  January 1, 1996 the business of EVRM has been
operated,  and prior to Closing  will be operated,  only in the ordinary  course
except for: (a) any transactions contained in Schedule 3.5.1 attached hereto; or
(b) any  transactions  disclosed in the Form 10-K's and  10-QSB's  filed by EVRM
since that date (the "EVRM Form10-K's and QSB's").

     (b) No Material  Change.  Since  December 31, 1999,  except as set forth on
Schedule  3.5.2,  there has been,  and prior to the  Closing  there  will be, no
material adverse change,  individually or in the aggregate,  in EVRM's condition
(financial or otherwise) or in EVRM's assets, liabilities or business.

     (c) No Loss or Destruction. There has been, and prior to Closing there will
be,  no  damage,  destruction  or loss or  other  events  or  conditions  of any
character, or any pending or threatened  developments,  which individually or in
the aggregate, would materially and adversely affect EVRM's condition (financial
or otherwise) or EVRM's assets, liabilities or business.

         Section 3.6       Legal Proceedings.

     Except as set forth on Schedule 3.6  attached  hereto and  incorporated  by
reference  herein,  there is, and as of Closing there will be, no action,  suit,
proceeding  or  investigation  pending  or,  to  the  best  knowledge  of  EVRM,
threatened,  against or affecting EVRM or any of its assets. EVRM is not, and as
of Closing will not be, in default under or with respect to any judgment, order,
writ, injunction or decree of any court or of any federal,  state,  municipal or
other governmental  authority,  department,  commission,  board, agency or other
instrumentality. EVRM has, and as of Closing will have, complied in all material
respects with all laws,  rules,  regulations and orders  applicable to it and to
its  business;  and it has,  and as of the Closing  will have,  performed in all
material respects all of its material  obligations and duties to be performed by
it to the extent required in accordance with their respective terms; and is not,
and as of the Closing will not be, in any material  respect in default  under or
in breach of any material contract, agreement, commitment or other instrument to
which it is subject or a party or under which it is bound.

     Section 3.7 Brokers.

     Neither EVRM nor any  Affiliate of EVRM has any  contract,  arrangement  or
understanding  with, or has incurred any obligation or liability to, any broker,
finder,  investment  banker,  intermediary or similar agent with respect to this
Agreement or the transactions contemplated hereby.

     Section 3.8 SEC Filings.

     Except as set forth of  Schedule  3.8,  EVRM and each of its  officers  and
directors  are  current  in its or  their  filings  with the SEC  including  all
registration statements, financial statements, applications, reports, schedules,
forms, proxy statements,  Forms 3 and 4, and all other  instruments,  documents,
and written information (collectively "SEC Filings") required to have been filed
by EVRM,  its officers and directors  under the  Securities Act and the Exchange
Act. None of the SEC Filings contained,  as of its date, any untrue statement of
a material fact or omitted, as of its date, 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.

     Section 3.9 Required Approvals, Proxy and Special Shareholder's Meeting.

     The Board of Directors of EVRM, pursuant to the power and authority legally
vested in it, has duly  authorized  the execution and delivery of this Agreement
by EVRM,  the  issuance  of shares of EVRM  Common and the  transactions  hereby
contemplated, and no action, confirmation or ratification by the shareholders of
EVRM or by any other  person,  entity or  governmental  authority is required in
connection therewith, except:

     (a) the filing of a Definitive  Proxy which shall  contain the nominees for
the  Board  of  Directors  of  EVRM  (one  of  whom  is  to  be  named  by  EVRM
Shareholders),  the  proposed  Officers  of EVRM,  and such  other  items as are
necessary and  appropriate,  and the obtaining of a majority vote of a quorum of
EVRM  Shareholders  at a Special or Annual  Meeting of  Shareholders  to be held
prior to or on the date of the Closing which approves the transactions set forth
in this Agreement; or,

     (b)  the   obtaining  of  the  required   shareholder   approval  of  these
transactions  by a  written  consent  of a  majority  of EVRM  Shareholders  and
appropriate  notification to EVRM  Shareholders.  Except as may be otherwise set
forth herein,  EVRM has taken all actions  required by law, its  Certificate  of
Incorporation,  as amended,  its Bylaws, as amended, or otherwise,  to authorize
the execution,  delivery and  performance of this  Agreement,  and as of Closing
EVRM will have the power and authority to  consummate  the  transactions  hereby
contemplated,  including the issuance,  sale,  transfer and delivery of the EVRM
Shares pursuant to the provisions  hereof and to take all other actions required
to be taken by it pursuant to the provisions hereof,  subject to obtaining prior
shareholder  approval  and except as may be  otherwise  set forth  herein.  This
Agreement is valid and binding upon EVRM in accordance  with its terms.  Neither
the  execution  and  delivery  of this  Agreement  nor the  consummation  of the
transactions  contemplated  hereby will  constitute a violation or breach of the
Articles of Incorporation,  as amended,  or the Bylaws, as amended,  of EVRM, or
any  agreement,  stipulation,  order,  writ,  injunction,  decree,  law, rule or
regulation applicable to EVRM.

     Section 3.10 Officers, Directors and Beneficial Owners.

     Attached hereto as Schedule 3.10 is a list of all officers and directors of
EVRM and all  beneficial  owners of more than Five (5%)  percent of EVRM  Shares
known to EVRM, and the number of EVRM Shares owned of record and beneficially by
each such Officer and Director of EVRM.

     Section 3.11 No Untrue Statements.

     Neither this  Agreement  nor any written  information,  statement,  list or
certificate   furnished   or  to  be  furnished  to  Catapult  or  the  Catapult
Shareholders  pursuant to this Agreement or in connection with this Agreement or
any of the transactions  contemplated by this Agreement  contains,  or as of the
Closing will contain, any untrue statement of a material fact or omits, or as of
the Closing will omit, a material fact necessary in order to make the statements
contained  herein or therein,  in light of the  circumstances  in which they are
made, not misleading.

     Section 3.12 Subsidiaries.

     Except as set forth on Schedule 3.12,  EVRM does not have any  subsidiaries
and  does  not,  directly  or  indirectly,  own a  controlling  interest  in any
corporation, partnership, joint venture, or other entity.

     Section 3.13 Accounts Receivable; Accounts Payable.

     EVRM's  accounts  receivable  reflected  in  the  December  31,  1999  EVRM
Financial Statement,  and all accounts receivable arising after the date thereof
(collectively,  the  "Accounts  Receivable")  were  or are  bona  fide  accounts
receivable, the full amount of which were or are actually owing to EVRM, and, to
the best of its  knowledge,  those not collected  prior to Closing will be fully
collectible  by  EVRM  within  ninety  (90)  days  of  Closing  without  offset,
recoupment, counterclaim, claim or diminution. EVRM's accounts payable reflected
on the  December 31, 1999 EVRM  Financial  Statement  and all  accounts  payable
arising after the date thereof (collectively, the "Accounts Payable") arose from
bona fide transactions in the ordinary course of EVRM's business.

     Section 3.14 Real Property.

     Except as set forth on Schedule 3.14 attached hereto, EVRM does not own any
real estate.

     Section 3.15 Leased Real Property.

     Schedule  3.15  contains  a true and  correct  list of each  parcel of real
property leased by EVRM (the "EVRM Leased Real Property").  Attached to Schedule
3.15 is a true and correct copy of each lease  pursuant to which EVRM leases the
EVRM Leased Real Property and any amendments,  extensions,  and renewals thereof
(the "EVRM Real  Property  Leases").  Each EVRM Real  Property  Lease is in full
force and effect and there is no existing  default or event of default,  real or
claimed,  or event which with notice or lapse of time or both would constitute a
default thereunder. Except as described in Schedule 3.15, EVRM's interest in the
EVRM Real Property  Leases is free and clear of any mortgages and liens,  and is
not  subject  to any deeds of trust,  assignments,  subleases,  or rights of any
third parties other than the lessor thereof. To the knowledge of EVRM, no lessor
under any such  lease is in default  under any such  leases in its duties to the
lessee. EVRM has not assigned, transferred,  conveyed or otherwise encumbered by
way of security  interest or  otherwise  any of the EVRM Real  Property  Leases.
Except  as  described  in  Schedule  3.15,  the  continuation,   validity,   and
effectiveness of each EVRM Real Property Lease will in no way be affected by the
consummation of the transactions contemplated by this Agreement.

     Section 3.16 Tangible Personal Property.

     Attached  hereto as Schedule  3.16 is a true,  correct and complete list of
all tangible  personal  property owned by EVRM or used by EVRM in the conduct of
its  business,  including,  but not limited  to, all  equipment,  machinery  and
fixtures (collectively, the "EVRM Personal Property"),  indicating whether it is
owned or the  manner  in  which  it is  otherwise  utilized  by  EVRM.  EVRM has
exclusive good and merchantable title to all of the EVRM Personal Property owned
by it, free and clear of all  pledges,  claims,  liens,  restrictions,  security
interests,  charges  and  other  encumbrances  except  those  contained  in said
Schedule  3.16.  All of the EVRM  Personal  Property  is in good repair and good
operating  condition,  fit for its  intended  purposes,  and is adequate for the
continuation of EVRM's business as presently conducted.

     Section 3.17 Contracts.

     (a)  Schedule  3.17.1  contains a true and correct  list of all  contracts,
agreements, or understandings, written or oral, by which EVRM receives any right
or benefit or undertakes any liability or obligation (the "EVRM Contracts").
EVRM has  delivered or has  otherwise  made  available to Catapult a correct and
complete copy of each contract or agreement set forth in Schedule 3.17.1. Except
as listed on Schedule 3.17.1, EVRM is not a party to any written or oral:

     (ii) agreement, contract, or commitment with any present or former employee
or consultant or for the  employment  of any person,  including any  consultant,
contractor, or agent who performs services for EVRM;

     (ii)  agreement,  contract,  or commitment  for the future  purchase of, or
payment for, supplies or products, or for the performance of services by a third
party which  supplies,  products,  or services are used by EVRM involving in any
one case an amount or value of five thousand dollars ($5,000) or more;

     (iii) lease  (relating to real property or personal  property)  under which
EVRM is lessor or lessee;

     (iv) license, franchise,  assignment or other agreement of EVRM relating to
trademarks,  trade names, patents, copyrights and service marks (or applications
therefor), unpatented designs or styles, know-how and technical assistance.

     (v) permit relating to the operation of the business of EVRM.

     (vi)  agreement  for the  purchase,  sale or  lease  of  goods,  materials,
supplies,  machinery,  equipment,  capital assets and services  having a cost in
excess of Ten Thousand  ($10,000.00) Dollars in any one instance or in excess of
Twenty-Five Thousand ($25,000.00) Dollars in the aggregate.

     (vii) agreement or arrangement with any supplier, distributor,  franchisor,
dealer, sales agent, broker or representative.

     (viii)  agreement or  arrangement  for the  construction,  modification  or
improvement of any building or structure having a cost in excess of Ten Thousand
($10,00.00)  Dollars,  or any other capital  expenditure  involving  payments in
excess of Ten Thousand ($10,000.00) Dollars.

     (ix) agreement or understanding  which is material in nature,  involves the
payment  or  receipt,  in any  12  month  period,  of  more  than  Ten  Thousand
($10,000.00) Dollars or has a term of more than twelve (12) months.

     (x) note,  debenture,  bond,  equipment trust  agreement,  letter of credit
agreement,  loan agreement, or other contract or commitment for the borrowing or
lending of money, or agreement or arrangement for a line of credit or guarantee,
pledge, or undertaking of the indebtedness of any other person;

     (xi)  agreement,  contract,  or commitment  for any charitable or political
contribution relating to EVRM's business;

     (xii) agreement,  contract, commitment, or outstanding proposal pursuant to
which EVRM sells,  or proposes to sell,  products and services for any amount or
value;

     (xiii) agreement, contract, or commitment limiting or restraining EVRM, its
business,  or any successor  thereto from engaging or competing in any manner or
in any business;

     (xiv)  material  agreement,  contract,  or  commitment  relating  to EVRM's
business not made in the ordinary course of business; or

     (xv) any distributor agreement, reseller agreement, franchise agreement, or
any other  agreement  which  authorizes EVRM to (A) sell products or services of
any other person or entity,  or (B) use the  trademarks,  trade names,  or trade
styles of any other Person in EVRM's business.

     (b) Schedule 3.17.2 contains a true and correct list of all commitments for
capital  expenditures  that have been approved or made prior to the date of this
Agreement by EVRM and that remain outstanding as of the date hereof.

     (c) Except as may be otherwise noted in Schedule 3.17.1, the EVRM Financial
Statements  or the EVRM Form 10-K's and QSB's,  each of the EVRM  Contracts  was
entered  into  in  the  ordinary  course  of  business  on  terms  substantially
consistent with EVRM's practice prior thereto,  is in full force and effect, and
there  exists no breach or  violation  of, or default by EVRM under,  any of the
EVRM  Contracts  nor,  to the  knowledge  of EVRM  by any  other  party  to such
Contract,  or any event which,  with notice or the lapse of time, or both,  will
create a breach or violation  of, or default under by EVRM nor, to the knowledge
of EVRM by any other  party to such  Contract.  There is no EVRM  Contract  that
contains any contractual requirement with which there is a reasonable likelihood
that EVRM or any other  party  thereto  will be unable to comply.  Except as set
forth on Schedule 3.17.1, the continuation,  validity, and effectiveness of each
EVRM Contract will in no way be affected by the consummation of the transactions
contemplated by this Agreement.

     (d)  Schedule  3.17.3  contains a true and  correct  list of all  customers
(ranked by annual  revenue) of EVRM, and the annual  revenue  obtained from each
such  customer for the year ended  December 31, 1999.  No customer  reflected in
Schedule  3.17.3,  whose purchases of products and services are material to EVRM
(individually or in the aggregate) has terminated its business  relationship nor
has suspended nor  significantly  reduced its purchases of products and services
from EVRM from the levels  reflected  therein,  if any, with EVRM; nor does EVRM
have  knowledge of facts which  suggest that such a  termination,  suspension or
significant reduction is likely within the reasonably foreseeable future. Except
as indicated on Schedule 3.17.3,  there exists no actual or, to the knowledge of
EVRM,  any  threatened  termination,  cancellation,  or  limitation  of,  or any
amendment,  modification,  or change to any EVRM  Contract,  which  would have a
material  adverse  effect  on  the  business  or  the  condition,  financial  or
otherwise, of EVRM, including without limitation,  (i) the business relationship
of EVRM  with any  customer,  distributor,  or  related  group of  customers  or
distributors  whose  purchases  individually or in the aggregate are material to
the operations and financial  condition of EVRM,  (ii) the  requirements  of any
customer or related group of customers of EVRM whose  purchases  individually or
in the aggregate are material to the operations and financial condition of EVRM,
or (iii) the business  relationship of EVRM with any material  supplier to EVRM.
Except as indicated on Schedule 3.17.3,  there is no Contract with any customer,
the performance of which by EVRM will result in a loss to EVRM.

     (e) Except as indicated on Schedule 3.17.3,  no customer listed on Schedule
3.17.3 has notified EVRM, nor is EVRM otherwise  aware that any customer  listed
on Schedule  3.17.3 has, or has plans to,  reduce the volume of  purchases  made
from EVRM.

     (f) None of the EVRM Contracts is for materials,  supplies,  equipment,  or
services in excess of EVRM's  normal  requirements  or as needed for  reasonably
anticipated needs of its business.

     (g) EVRM has not granted any power of attorney affecting or with respect to
any of its  business,  affairs,  or assets,  or any  combination  thereof,  that
remains outstanding.

     (h) Attached to Schedule  3.17.1 is a true and correct copy (and if oral, a
description of material  terms) of each EVRM Contract  listed on Schedule 3.17.1
and all modifications, amendments, renewals, or extensions thereof.

     (i) Except as reflected in Schedule  3.17.4,  the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby will
not  terminate,  breach,  give rise to a right in favor of any other party to an
EVRM  Contract to terminate  such  Contract,  or  constitute an event which with
notice,  lapse  of time or  both,  constitute  an event  of  default  under  any
Contract.

     Section 3.18 Environmental Matters and OSHA.

     Except as set forth in Schedule 3.18.1:

     (a) EVRM is and has been in compliance  with all  environmental  Laws. EVRM
has not received notice of any Environmental  Claim filed or threatened  against
it or against any other person or entity whose  liability for any  Environmental
Claim has been retained or assumed either contractually or by operation of law;

     (b)  EVRM  has not  disposed  of,  emitted,  discharged,  handled,  stored,
transported,  used, or released any Hazardous  Materials (or arranged for any of
the  foregoing),  or exposed any employee or other  individual  to any Hazardous
Materials  or condition so as to give rise to any  liability  or  corrective  or
remedial obligation under any Environmental Laws;

     (c) No  Hazardous  Materials  are present  in, on, or under any  properties
owned,  leased,  or used at any  time  (including  both  land  and  improvements
thereon)  by EVRM,  and no  reasonable  likelihood  exists  that  any  Hazardous
Materials will come to be present in, on, or under any properties owned, leased,
or used at any time (including both land and improvements thereon) by EVRM so as
to give rise to any material  liability  or  corrective  or remedial  obligation
under any Environmental Laws.

     As used herein,  "Environmental  Claim" means any notice, claim, act, cause
of action or investigation by any Person alleging  potential  liability  arising
out  of,  based  on  or  resulting  from  the  presence,  or  release  into  the
environment,  of any Hazardous Materials or any violation, or alleged violation,
of any  Environmental  Law.  As used  herein,  "Environmental  Laws"  means  all
federal,  state, local and foreign laws and regulations relating to pollution or
protection of the environment or the protection of human health. As used herein,
"Hazardous Materials" means chemicals, pollutants,  contaminants,  wastes, toxic
substances, radioactive and biological materials,  asbestos-containing materials
(ACM),  hazardous  substances,  petroleum and petroleum products or any fraction
thereof,  excluding,  however, any chemicals used or waste generated as a result
of typical  office and  janitorial  activities.  Except as set forth in Schedule
3.18.2,  EVRM is in  compliance  with all  applicable  laws relating to employee
health and safety and has complied in the past with all applicable laws relating
to  employee  safety.  Except  as set  forth in  Schedule  3.18.2,  EVRM has not
received any notice that past or present conditions of the assets and properties
of EVRM violate any applicable  legal  requirements or otherwise can be made the
basis of any claim,  proceeding or  investigation,  based on OSHA  violations or
otherwise related to employee health and safety. Except as set forth in Schedule
3.18.2,  EVRM is not  aware of any  potential  causes  of  action  which  may be
asserted against EVRM by third parties,  including  employees,  former employees
and  customers,  arising  out of (a)  the  handling  or  disposal  of  Hazardous
Materials by EVRM,  (b) the violation of OSHA  regulations,  or (c) violation of
other applicable laws relating to employee safety.

     Section 3.19 Insurance.

     Attached hereto as Schedule  3.19.1 is a list of all insurance  policies of
EVRM  setting  forth with  respect to each  policy  the name of the  insurer,  a
description  of the policy,  the dollar  amount of  coverage,  the amount of the
premium,  the date through which all premiums have been paid, and the expiration
date. Each insurance  policy  relating to the insurance  referred to in Schedule
3.19.1 is in full force and effect, is valid and enforceable, and EVRM is not in
breach of or in default under any such policy.  All policies  listed on Schedule
3.19.1 will be  outstanding  and duly in force at the Closing Date, the premiums
payable  in respect of such  policies  have been paid in full,  and none of such
policies provide for any  retrospective  premium  adjustment or other experience
based  liability on the part of EVRM. EVRM has not received any notice of or any
reason  to  believe  that  there  is or has  been  any  actual,  threatened,  or
contemplated termination or cancellation of any insurance policy relating to the
said  insurance.  EVRM has not since  inception  (i) been denied or had revoked,
canceled or rescinded any policy of insurance,  or (ii) self insured against any
risk  ordinarily  insured  against by  similar  businesses.  Attached  hereto as
Schedule  3.19.2 is a true,  correct and complete list and summary of all claims
which have been made under each insurance policy relating to the said insurance.
EVRM has not  failed  to give any  notice  or to  present  any  claim  under any
insurance policy in a due and timely fashion,  and to the best of its knowledge,
all insurable risks are adequately  covered by insurance except for any exposure
occasioned by lack of Directors' and Officers' insurance coverage.

     Section 3.20 Employee Relations and Employee Agreements.

     (a) None of EVRM's  employees is  represented by a labor  organization.  No
petition  for  representation  has  ever  been  filed  with the  National  Labor
Relations Board (the "NLRB") with respect to EVRM's employees. EVRM is not aware
of any union organizational  activity with respect to EVRM and have no reason to
believe that any such activity is being contemplated.

     (b) EVRM is not in violation of  applicable  equal  employment  opportunity
laws,  wage and hour laws,  occupational  safety and health laws,  federal labor
laws, or any other laws of any  Government or  Governmental  Agency  relating to
employment.  Schedule  3.20.2  attached  hereto  sets  forth  the  status of all
investigations,  claims, charges, and employment-related  suits or controversies
which have  occurred  with respect to EVRM within the last 10 years or which are
presently   pending   or   threatened   with   respect   to   EVRM   under   any
employment-related  law of any  Government  or  Governmental  Agency  (including
common law).  EVRM has  satisfied and performed  fully all  judgments,  decrees,
conciliation  agreements,  or  settlement  agreements by which it is bound or to
which  it is  subject  concerning  employment-related  matters,  and  each  such
judgment, decree or agreement is disclosed on Schedule 3.20.2.

     (c) Except as set forth on Schedule  3.20.3,  EVRM has not entered into any
employment  agreement,  and all employees can be terminated at will. EVRM has no
contractual  obligation  or special  termination  or  severance  arrangement  in
respect of any employee.

     (d)  Except as set  forth on  Schedule  3.20.4  EVRM has paid all wages due
(including all required  taxes,  insurance and  withholding  thereon).  Schedule
3.20.4 attached hereto sets forth all accrued  vacation,  sick leave and bonuses
(including pro rata accruals for a period of a year) due to employees of EVRM as
of the Closing.

     (e) Schedule 3.20.5  attached  hereto sets forth each of EVRM's  employee's
date of hire, position,  present salary,  amount of bonus paid in the past year,
and announced termination date (if any).

     (f) Schedule  3.20.6 contains a true and complete list of all the following
agreements or plans of EVRM or any subsidiary of EVRM which,  together with EVRM
constitutes  a single  employer  within the  meaning of Section  414 of the Code
(hereinafter  collectively  referred to as the "EVRM Group") which are presently
in  effect  or which  have  been in  effect  at any time (if it may  result in a
material  liability),  or, in the case of  documents  referred  to in clause (i)
below, have been in effect at any time prior to the date hereof:

     (i) "employee pension benefit plans" and employee benefit plans" as defined
in Sections 3(2) and 3(3) of the Employee Retirement Income Security Act of 1974
("ERISA");

     (ii) any other pension, profit sharing, retirement,  deferred compensation,
stock purchase, stock option, incentive, bonus, vacation, severance, disability,
health,  hospitalization,  medical, life insurance, vision, dental, prescription
drug,  supplemental  unemployment,   layoff,   automobile,   apprenticeship  and
training, day care, scholarship, group legal benefits, fringe benefits, or other
employee  benefit plan,  program,  policy,  or  arrangement,  whether written or
unwritten, formal or informal,  including any employee benefit plan covering any
employees of EVRM Group which any member of EVRM Group maintains or to which any
member of EVRM Group has any  outstanding,  present,  or future  obligations  to
contribute or make payments under, whether voluntary,  contingent,  or otherwise
(the plans,  programs,  policies,  or arrangements  described in clauses (ii) or
(iii) are herein collectively referred to as the "EVRM Plans").

     Included  in said  Schedule  3.20.6  are true and  complete  copies  of all
documents as they may have been amended to the date hereof involving or relating
to  clauses  (i)  and  (ii)   hereinabove,   together  with  all  filings,   IRS
determination  letters and financial  statements,  including but not limited to,
the most recent  actuarial report for each employee pension benefit plan and IRS
Form 5500 for each EVRM Plan for each of the five most recent plan years.

     (g) Except as to those plans identified on Schedule 3.20.7 as tax-qualified
EVRM Plans (the "EVRM  Qualified  Plans"),  no member of EVRM Group  maintains a
tax-qualified employee plan which meets or was intended to meet the requirements
of Code Section 401 for the benefit of present or former employees. The Internal
Revenue Service has issued  favorable  determination  letters to the effect that
each EVRM  Qualified  Plan  qualifies  under  Code  Section  401(a) and that any
related  trust is exempt  from  taxation  under Code  Section  501(a),  and such
determination  letters are in effect.  Copies of the most  recent  determination
letters and any outstanding  requests for a determination letter with respect to
each EVRM Qualified Plan have been delivered to Catapult.  EVRM Qualified  Plans
have been  administered  according to their terms,  except for those terms which
are  inconsistent  with the  changes  required by the Tax Reform Act of 1986 and
other acts,  regulations,  and rulings,  in which case EVRM Qualified Plans have
been administered in accordance with the provisions of those acts,  regulations,
and rulings in all material  respects.  No member of EVRM Group or any fiduciary
of any EVRM  Qualified  Plan has done anything that would  adversely  affect the
qualified  status of EVRM Qualified Plans or the related trusts.  EVRM Qualified
Plans currently comply in form with the requirements  under Code Section 401(a),
other than changes  required by the Tax Reform Act of 1986,  the Omnibus  Budget
Reconciliation  Act of 1986 and other acts,  regulations,  and rulings for which
amendments  are not yet  required.  Any  EVRM  Qualified  Plan  subject  to Code
Sections 401(k) or 401(m) has been tested for compliance with, and has satisfied
the  requirements  of,  Code  Sections   401(k)(3),   401(m)(2),   or  both,  as
application, for each plan year ending prior to the Closing Date.

     (h) With respect to any EVRM Qualified Plan or any member of EVRM Group, no
termination  liability to the Pension Benefit Guaranty  Corporation ("PBGC") has
been or is expected  to be  incurred or would be incurred if any EVRM  Qualified
Plan were  terminated  on the  Closing  Date.  If any EVRM  Qualified  Plan were
terminated  on the Closing Date,  the present  value of all benefit  liabilities
under EVRM  Qualified  Plan would not, as of the Closing  Date,  exceed the then
current value of the assets of such EVRM Qualified  Plan. No EVRM Qualified Plan
has  suffered any  accumulated  funding  deficiency  within the meaning of ERISA
Section 302 and Code  Section  412.  EVRM has made all  quarterly  contributions
required under Code Section  412(m) and no conditions  exist which would subject
the assets of EVRM or  Catapult  to a lien under  Code  Section  412(m) or ERISA
Section 4068. No member of EVRM Group has any  outstanding  liability under Code
Section 4971. As of the Closing Date,  all  contributions  required to have been
made on or prior to the  Closing  Date  under  EVRM Plans will have been made or
have been accrued on the Financial  Statements and all required premium payments
for EVRM  Qualified  Plans  have  been  made,  when  due,  to PBGC.  No event or
condition exists with respect to any EVRM Qualified Plan which could be deemed a
"reportable  event" as defined in ERISA Section 4043,  with respect to which the
30-day  notice  requirement  has not been  waived  and which  could  result in a
liability to Catapult, and no condition exists which would subject Catapult to a
fine under ERISA Section  4071. No amendment has occurred to any EVRM  Qualified
Plan which has required or which would  require  EVRM Group to provide  security
under Code Section 401(a)(29).

     (i) No member of EVRM Group has any past,  present, or future obligation to
contribute to any multiemployer plan as defined in ERISA Section 3(37).

     (j) No member of EVRM Group nor any other  "disqualified  person" or "party
in  interest"  (as  defined  in Code  Section  4975  and  ERISA  Section  3(14),
respectively)  with  respect  to EVRM  Plans,  has  engaged  in any  "prohibited
transaction"  (as defined in Code Section 4975 or ERISA Section 406). EVRM Group
and all other  "fiduciaries" (as defined in ERISA Section 3(21)) with respect to
EVRM Plans have complied in all respects with the  requirements of ERISA Section
404.  Neither EVRM Group nor any party in interest or  disqualified  person with
respect to EVRM Plans has taken or omitted  any action  which  could lead to the
imposition  of an  excise  tax  under  the Code or a fine  under  ERISA  against
Catapult or EVRM Plans.

     Section 3.21 Patents; Trademarks; Related Contracts.

     Attached  hereto as Schedule  3.21 is a true,  correct and complete list of
all of EVRM's  intangible  personal  property,  including  but not  limited  to,
patents,  trademarks,  trade names,  or  trademark or trade name  registrations,
domain  name   registrations,   service  marks,   and  copyrights  or  copyright
registrations (the "Proprietary  Rights").  All of EVRM's Proprietary Rights are
valid,  enforceable,  in full force and effect and free and clear of any and all
security interests,  liens, pledges and encumbrances of any nature or kind. EVRM
has not infringed upon and is not infringing upon any patent,  trademark,  trade
name,  or trademark or trade name  registration,  service  mark,  copyright,  or
copyright registration of any other Person.

     Section 3.22 Availability of Books and Records.

     EVRM will make  available to Catapult for  inspection and its due diligence
hereunder  during  business  hours  all of its tax,  accounting,  corporate  and
financial  books and records as well as its personnel and  employment  and other
records of any nature  which are  pertinent  to this  Agreement.  Such books and
records pertaining to EVRM's business are true, correct and complete,  have been
maintained on a current basis, and fairly reflect the basis for EVRM's financial
condition and results of operations as set forth in EVRM  Financial  Statements.
EVRM has  consistently  used the fiscal year  ending  December 31 as its taxable
year and has  consistently  used the accrual  method as its method of accounting
for tax purposes.

     Section 3.23 Bank Accounts, Credit Cards.

     Schedule  3.23  contains a true,  correct and  complete  list of each bank,
savings and loan  association,  brokerage house or other  financial  institution
with which EVRM has an  account,  line of credit,  safe  deposit  box,  or other
relationship,  the  account  numbers  thereof,  and  the  names  of all  persons
authorized  to  withdraw  funds or other  property  from,  or  otherwise  act in
connection  therewith.  Schedule  3.23  contains a true,  correct,  and complete
listing of the name, business address,  and residence address of each person who
has a credit card which is billed to EVRM. Except as set forth on Schedule 3.23,
EVRM has no bank account,  brokerage account,  line of credit, safe deposit box,
or credit card account.

     Section 3.24 Absence of Certain Changes or Events.

     Except  as  permitted  or  required  by this  Agreement  or as set forth in
Schedule 3.24 or elsewhere herein, since December 31, 1999, the business of EVRM
has been  conducted in the ordinary  course  consistent  with past practices and
there has not been any material transaction or occurrence in which EVRM has:

     (a) incurred any  indebtedness,  obligation  or  liability  (contingent  or
otherwise), except normal trade or business obligations incurred in the ordinary
course  of  its  business,  none  of  which  was  entered  into  for  inadequate
consideration and none of which exceeds $10,000.00 in amount;

     (b)  discharged  or  satisfied  any  claim,  security  interest,   lien  or
encumbrance  or paid any  indebtedness,  obligation or liability  (contingent or
otherwise),  except (i) current liabilities, (ii) scheduled payments pursuant to
obligations under contracts,  agreements or leases listed in this Agreement,  or
(iii) in the  ordinary  course of  business  consistent  with past  practice  of
liabilities  reflected or reserved  against in the EVRM Financial  Statements or
incurred since such date in the ordinary course of business consistent with past
practice;

     (c)  permitted,  allowed or suffered any of its assets or  properties to be
subjected to any mortgage, pledge, lien, charge, restriction,  security interest
or other encumbrance of any kind;

     (d) sold, assigned,  transferred,  leased,  disposed of, or agreed to sell,
assign, transfer, lease, or dispose of, any of its assets or properties;

     (e) acquired or leased any assets or property of any other Person;

     (f) canceled or compromised any debt or claim;

     (g) waived or released any rights or claims;

     (h) granted,  or made any  contract,  agreement,  promise or  commitment to
grant,  or  otherwise  incurred  any  obligation  for any increase in, any wage,
salary or employee  benefit,  or entered into any  employment  contract,  bonus,
stock option, profit sharing,  pension,  incentive,  retirement or other similar
arrangement  or plan with,  any  officer,  employee or other  Person,  except in
accordance  with  and in  amounts  not  greater  than  provided  for in  written
agreements between EVRM and employees of EVRM entered into prior to December 31,
1999  (copies of which  shall be  furnished  to  Catapult)  and except for merit
raises to hourly  employees in the ordinary  course of business  consistent with
past practice;

     (i) entered into any  collective  bargaining  or labor  agreement  (oral or
written),   made  any   commitment  or  incurred  any  liability  to  any  labor
organization,  or experienced any slowdown,  work  interruption,  strike or work
stoppage;

     (j) made any capital  expenditure  in excess of Ten  Thousand  ($10,000.00)
Dollars or entered into any commitment therefor;

     (k)  suffered  any  casualty  loss or  damage  in  excess  of $5,000 in the
aggregate, whether or not such loss or damage is or was covered by insurance;

     (l)  changed  the nature of its  business  or its method of  accounting  or
accounting principle, practice or policy;

     (m)  other  than in the  ordinary  course  of  business,  entered  into any
transaction, contract or commitment;

     (n) terminated or modified,  or agreed to the  termination or  modification
of, any Service Contract, Participation Agreement or any of the Commitments;

     (o) suffered a loss of any supplier or suppliers,  which loss (individually
or in the  aggregate)  has had, or may have, an adverse  effect on its financial
condition, results of operations, business or prospects;

     (p) suffered  any  material  adverse  change in its  business,  operations,
condition (financial or otherwise),  liabilities, assets, earnings, or prospects
of the Business nor, to EVRM's knowledge, has there been any event which has had
or may reasonably be expected to have a material adverse effect on the Business;

     (q)  transferred  or granted any rights with  respect to, or disposed of or
permitted  to lapse any  right to the use of any  software,  patent,  trademark,
assumed name,  service mark,  trade name,  copyright,  license,  or  application
therefor or disposed of or disclosed to any person not  authorized  to have such
information any trade secret,  proprietary  information,  formula,  process,  or
know-how not  previously a matter of public  knowledge or existing in the public
domain;

     (r) incurred any long term indebtedness;

     (s) paid, loaned,  distributed (by dividend or otherwise),  or advanced any
amounts  to,  sold,  transferred,  or leased  any  properties  or assets  (real,
personal or mixed, tangible or intangible) to, purchased,  leased,  licensed, or
otherwise  acquired any  properties  or assets  from,  or entered into any other
agreement  or  arrangement  with  (i) any  Shareholder,  officer,  employee,  or
director of EVRM,  (ii) any corporation or partnership in which any Affiliate is
an officer,  director,  or holder directly or indirectly of five percent (5%) or
more  of the  outstanding  equity  or  debt  securities,  or  (iii)  any  person
controlling,  controlled  by, or under  common  control  with any such  partner,
Shareholder,  officer,  director,  or  Affiliate  except  for  compensation  not
exceeding  the rate of  compensation  in effect at December  31,  1999,  and for
routine travel advances to officers and employees;

     (t) made or agreed to make any  charitable  contributions  or  incurred  or
agreed to incur any non-business expenses in excess of $1,000 in the aggregate;

     (u) taken any other action  neither in the ordinary  course of business and
consistent with past practice nor provided for in this Agreement;

     (v) increased (or experienced  any change in the assumptions  underlying or
the methods of calculating) any bad debt,  contingency,  or other reserve, other
than in the ordinary course of business consistent with past practice; or

     (w)  written  down or  written  up the  value of any  inventory  (including
write-downs by reason of shrinkage or markdowns),  determined as collectible any
Accounts  Receivable  or any portion  thereof which were  previously  considered
uncollectible,  or written off as uncollectible  any Accounts  Receivable or any
portion  thereof,  except for  write-downs,  write-ups,  and  write-offs  in the
ordinary  course of business  consistent  with past  practice,  none of which is
material in amount.

     Section 3.25 Related Party Transactions.

     Except for what is shown on Schedule 3.25  attached  hereto and in the EVRM
Form  10-K's  and  QSB's,  there  are  not  and  have  been  no,   indebtedness,
obligations, agreements, undertakings, liabilities or commitments (contingent or
otherwise) of EVRM since 1995 to or from any past or present officer,  director,
member,  shareholder  or any Person  related to,  controlling,  controlled by or
under  common  control  with  any  of  the  foregoing.  All  such  indebtedness,
obligations,  agreements,  undertakings,  liabilities or  commitments  currently
outstanding or currently in effect are listed on Schedule 3.25.

     Section 3.26 Adverse Conditions.

     EVRM has no knowledge of any present or future condition, state of facts or
circumstances which has affected or may affect adversely the business of EVRM or
prevent EVRM from carrying on its business other than may be disclosed elsewhere
in this Agreement.

     Section 3.27 Annual Reports.

     EVRM has  filed  all of its  10-KSB  Annual  Reports  required  to be filed
through December 31, 1999.

     Section 3.28 Correctness of Representations.

     No  representation or warranty of EVRM in this Agreement or in any Exhibit,
certificate, or Schedule attached hereto or furnished pursuant hereto, contains,
or on the Closing Date will contain,  any untrue  statement of fact or omits, or
on the Closing Date will omit, to state any material fact  necessary in order to
make the statements  contained therein not misleading,  and all such statements,
representations, warranties, Exhibits, certificates, and Schedules shall be true
and  complete in all  material  respects on and as of the Closing Date as though
made  on  that  date.  All  copies  of  mortgages,  indentures,  notes,  leases,
agreements, plans, EVRM contracts and other instruments listed on or referred to
in the Schedules  delivered or furnished to EVRM pursuant to this  Agreement are
true copies thereof.

     Section 3.29 Investment Intent.

     EVRM represents and warrants to Catapult and the Catapult Shareholders that
EVRM is  acquiring  the  Catapult  Shares  (the  "Acquired  Shares")  under this
Agreement  for  investment  only and for its own  account  and not as nominee or
agent;  nor are the said shares  being  acquired  with a view to their offer for
resale,  distribution  or  transfer  of any part  thereof  nor with any  present
intention of selling,  granting any participation in, or otherwise  distributing
the same;  nor are they being  purchased for  subdivision  or  fractionalization
thereof. By executing this Agreement, EVRM represents:

     (a) That EVRM has no contract,  undertaking,  agreement or arrangement with
any Person to sell,  hypothecate,  pledge, donate or otherwise transfer (with or
without  consideration) any of the Acquired Shares, and that EVRM has no present
plan or intention  to enter into any such  contract,  undertaking,  agreement or
arrangement.

     (b) That EVRM  covenants and agrees that none of the Acquired  Shares shall
be sold, assigned or otherwise  transferred other than in transactions which are
not in violation of the  Securities Act and applicable  state  securities  laws.
Each stock  certificate of the Acquired Shares shall bear the following  legend,
unless such legend may be removed in accordance with its terms:

     THE SECURITIES  REPRESENTED BY THIS STOCK  CERTIFICATE  (THE  "SECURITIES")
HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION  UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT") AND APPLICABLE STATE SECURITIES LAWS
(THE  "STATE  LAWS").  THE  SECURITIES  MAY NOT BE  OFFERED  FOR  SALE,  SOLD OR
TRANSFERRED OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION
THEREFROM  UNDER THE 1933 ACT AND THE STATE  LAWS AND (II) UPON  RECEIPT  BY THE
ISSUER OF EVIDENCE  SATISFACTORY  TO IT OF COMPLIANCE  WITH THE 1933 ACT AND ANY
APPLICABLE  STATE  LAWS.  THE ISSUER  SHALL BE ENTITLED TO REQUIRE AN OPINION OF
COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE ABOVE LAWS.

     Section 3.30.  Litigation.  Schedule 3.30 sets forth each instance in which
EVRM or any of its officers or directors  (a) is the subject to any  unsatisfied
judgment, order, decree, stipulation,  injunction or charge or (b) is a party to
or, to the  knowledge of EVRM,  is threatened to be made a party to, any charge,
complaint, action, suit, proceeding, hearing or investigation of in any court or
quasi-judicial or administrative agency of any federal,  state, local or foreign
jurisdiction or before any arbitrator.

     Section  3.31.  Licenses,  Permits and  Approvals.  Schedule 3.31 lists all
governmental and regulatory licenses, permits and approvals necessary to conduct
EVRM's business. All such licenses,  permits and approvals are in full force and
effect.  There are no  violations  by EVRM of,  or any  claims,  or  proceedings
pending or to the knowledge or EVRM  threatened,  challenging the validity of or
seeking to discontinue, any such licenses, permits or approvals.

     ARTICLE 4.  REPRESENTATIONS  AND  WARRANTIES  OF CATAPULT  AND THE CATAPULT
SHAREHOLDERS

     Catapult represents and warrants,  and the Catapult Shareholders  represent
and warrant to the best of their knowledge,  to EVRM (which  representations and
warranties shall be valid and binding as of the time of Closing) as follows:

     Section 4.1 Due Organization; Good Standing.

     Catapult is a  corporation  duly  organized,  validly  existing and in good
standing  under the laws of the  State of  Georgia.  Catapult  has the power and
authority to own,  lease and operate its  properties and to conduct its business
in each  location  where  Catapult  owns,  leases or operates  its  property and
conducts business, as such business is now being conducted by Catapult. Catapult
is duly  qualified and is in good standing as a foreign  corporation  in each of
the  jurisdictions  in which the  nature  of the  property  or  assets  owned by
Catapult  or the nature of the  operations  or  business  conducted  by Catapult
requires  such  qualification.  Complete  and correct  copies of the Articles of
Incorporation, as amended, and the Bylaws, as amended, of Catapult, as certified
by  the   Secretary  of  State  of  Georgia  and  the   Secretary  of  Catapult,
respectively, are attached hereto collectively as Schedule 4.1.

     Section 4.2 Authorized Capital of Catapult.

     The  authorized  capital of Catapult  consists of Nine Million  (9,000,000)
shares of Common  Stock,  Six  Million  (6,000,000)  shares of which are validly
issued and outstanding, fully paid and nonassessable and One Million (1,000,000)
Shares  of  Preferred   Stock.  The  relative   rights,   powers,   preferences,
qualifications,  limitations,  and  restrictions  in  respect  of each  class of
authorized  capital  stock  of  Catapult  are as set  forth in the  Articles  of
Incorporation,   attached  as  Schedule  4.2  and  all  such   rights,   powers,
preferences,  qualifications,  limitations, and restrictions are valid, binding,
and  enforceable  and  in  accordance  with  all  applicable  laws.   Except  as
contemplated  by  this  Agreement  or as  set  forth  in  Schedule  4.2,  (a) no
subscription,  warrant, option, convertible security, or other right (contingent
or other) to purchase or  otherwise  acquire  equity  securities  of Catapult is
authorized  or  outstanding,  and (b) there is no  commitment by Catapult to (i)
issue  any  equity  securities  of  Catapult,  or any  subscriptions,  warrants,
options,  convertible securities,  or other rights to purchase or acquire equity
securities of Catapult or securities convertible into or exchangeable for equity
securities  of Catapult or (ii)  distribute  to Catapult  Shareholders  or other
Persons any equity securities of Catapult, any evidence of indebtedness,  or any
assets of Catapult.  Except as set forth in the  Certificate  of  Incorporation,
Catapult has no obligation or right  (contingent or other) to purchase,  redeem,
or otherwise acquire any of its equity securities or any interests therein or to
pay any dividend or make any other  distribution in respect  thereof.  Except as
set forth in Schedule  4.2,  there are no voting trusts or  agreements,  nor are
there any preemptive  rights relating to any outstanding  securities of Catapult
(whether or not Catapult is a party  thereto).  All  outstanding  securities  of
Catapult  were  issued  in  compliance  with all  applicable  federal  and state
securities laws.

     Section 4.3 Financial Statements; Undisclosed Liabilities.

     (a) Attached hereto as Schedule 4.3 are the unaudited financial  statements
of the Catapult since its inception  through  December 31, 1999 with the related
notes thereto and reports thereon of independent  certified  public  accountants
(the "Catapult Financial Statements").

     (b) The Catapult Financial  Statements (i) are in accordance with the books
and records of Catapult, (ii) present fairly the financial condition of Catapult
as of the  respective  dates  indicated and the results of  operations  for such
periods,  (iii)  have  been  prepared  in  accordance  with  generally  accepted
accounting principles  consistently applied throughout the periods involved, and
(iv) reflect adequate  reserves for all liabilities and losses.  Catapult has no
material  liabilities or  obligations  (secured or unsecured,  whether  accrued,
absolute,  direct,  indirect,  contingent,  or otherwise,  and whether due or to
become  due) that are not fully  accrued or  reserved  against  in the  Catapult
Financial  Statements or described in Schedule 4.3 Catapult has not received any
advice or notification  from its independent  certified public  accountants that
Catapult has used any improper accounting practice that would have the effect of
not reflecting or incorrectly reflecting in the Catapult Financial Statements or
the  books  and  records  of  Catapult,  any  properties,  assets,  liabilities,
revenues,  or expenses.  The Catapult  Financial  Statements  do not contain any
items of  special  or  nonrecurring  income,  or other  income not earned in the
ordinary  course of  business,  except as set forth in the notes to the Catapult
Financial  Statements  or on Schedule 4.3. The books,  records,  and accounts of
Catapult  accurately and fairly reflect, in reasonable detail, all transactions,
assets,   and  liabilities  of  Catapult.   Catapult  has  not  engaged  in  any
transaction,  maintained any bank account, or used any of the funds of Catapult,
except  for  transactions,  bank  accounts,  and funds  which  have been and are
reflected in the normally maintained books and records of Catapult.

     (c)  Catapult  has no  material  liabilities  or  obligations  (secured  or
unsecured,   whether  accrued,  absolute,   direct,  indirect,   contingent,  or
otherwise,  and  whether  due or to become  due) that are not fully  accrued  or
reserved against in the Catapult Financial Statements, other than:

     (i) liabilities  incurred in the ordinary course of business  subsequent to
the date of the Catapult  Financial  Statements  consistent  with past practice,
none of which deviate in any material respect from liabilities incurred in prior
comparable fiscal periods;

     (ii) obligations  under Contracts listed on Schedule 4.3 or incurred in the
ordinary course of business and not required under generally accepted accounting
principles  to  be  reflected  in  the  Catapult  Financial  Statements,   which
liabilities and obligations,  individually or in the aggregate, are not material
to the financial condition or operating results of Catapult; and

     (iii) the liabilities listed on Schedule4.3.

     (d) The Catapult  Financial  Statements  shall,  prior to the  Closing,  be
audited by the firm of  independent  certified  public  accountants of Catapult,
which audits (i) will fairly  present the  financial  position of Catapult as of
their  respective  dates and be prepared in accordance  with generally  accepted
accounting  principles  consistently  applied,  and  (ii)  contain  no  material
deviation  from the  Catapult  Financial  Statements.  The said  audits  will be
forwarded to EVRM upon their receipt by Catapult.

     Section 4.4 Taxes.

     Except as set forth on Schedule 4.4,  Catapult has filed or obtained filing
extensions for all tax returns,  federal,  state, county, and local, required to
be filed by it, and  Catapult  has paid or  established  adequate  reserves  (in
accordance with generally accepted accounting principles) for the payment of all
taxes shown to be due by such returns as well as all other  taxes,  assessments,
and governmental  charges which have become due or payable,  including,  without
limitation, all taxes which Catapult is obligated to withhold from amounts owing
to employees,  creditors,  and third parties.  The federal income tax returns of
Catapult  have never been audited by the Internal  Revenue  Service and no state
income  or sales tax  returns  of  Catapult  have been  audited.  No  deficiency
assessment with respect to or proposed adjustment of Catapult's federal,  state,
county,  or local taxes is pending or, to the best of the Catapult's  knowledge,
threatened. There is no tax lien, whether imposed by any federal, state, county,
or local  taxing  authority,  outstanding  against  the assets,  properties,  or
business of  Catapult.  Neither  Catapult nor any of its  shareholders  has ever
filed a consent pursuant to Section 341(f) of the IRC (as hereinafter  defined),
relating  to  collapsible  corporations.  Any amounts  reserved in the  Catapult
Financial Statements for taxes are sufficient for the payment of all accrued and
unpaid  federal,  state and local  taxes of all types,  including  interest  and
penalties  thereon of  Catapult  for or on account of which  Catapult  is or may
become liable in any manner  whatsoever for the quarter ending December 31, 1999
and for all prior periods.

     Section 4.5 Conduct of Business. Since its inception:

     (a) Ordinary Course. The business of Catapult has been operated,  and prior
to the Closing will be operated, only in the ordinary course.

     (b) No Material  Change.  Since  December 31, 1999,  except as set forth on
Schedule  4.5,  there  has  been,  and prior to the  Closing  there  will be, no
material  adverse  change,  individually  or in the aggregate,  in the condition
(financial or otherwise) of Catapult or in the assets,  liabilities  or business
of Catapult.

     (c) No Loss or Destruction.  There has been, and prior to the Closing there
will be, no damage,  destruction  or loss or other events or  conditions  of any
character, or any pending or threatened  developments,  which individually or in
the aggregate, would materially and adversely affect the condition (financial or
otherwise) or the assets, liabilities or business of Catapult.

     Section 4.6 Legal Proceedings.

     Except as set forth on Schedule 4.6  attached  hereto and  incorporated  by
reference  herein,  there is, and as of the  Closing  there will be, no material
action, suit,  proceeding or investigation  pending or, to the best knowledge of
Catapult  and  the  Catapult  Shareholders,  threatened,  against  or  affecting
Catapult or any of its assets.  Catapult is not,  nor as of the Closing will be,
in default under or with respect to any  judgment,  order,  writ,  injunction or
decree of any court or of any federal,  state,  municipal or other  governmental
authority,  department,  commission,  board,  agency  or other  instrumentality.
Catapult has, and as of the Closing will have, complied in all material respects
with  all  laws,  rules,  regulations  and  orders  applicable  to it and to its
businesses;  has,  and as of the Closing  will have,  performed  in all material
respects all of its material obligations and duties to be performed by it to the
extent required in accordance with their respective terms; and is not, and as of
the Closing will not be, in any material  respect in default  under or in breach
of any material contract, agreement,  commitment or other instrument to which it
is subject or a party or under which it is bound.

     Section 4.7 Required Approvals.  The Board of Directors of Catapult and the
Catapult  Shareholders  have duly  authorized the execution and delivery of this
Agreement by Catapult,  the exchange of the Catapult Shares and the transactions
hereby contemplated,  and no further action, confirmation or ratification by the
Catapult Shareholders or by any other person,  entity or governmental  authority
is required in connection therewith. Catapult and the Catapult Shareholders have
the power and authority to execute and deliver this Agreement, to consummate the
transactions  hereby  contemplated  and to take all other actions required to be
taken by them pursuant to the  provisions  hereof.  This  Agreement is valid and
binding upon  Catapult  and the Catapult  Shareholders  in  accordance  with its
terms. Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will constitute a violation or breach of
the  Articles of  Incorporation,  as  amended,  or the  Bylaws,  as amended,  of
Catapult, or any agreement,  stipulation,  order, writ, injunction, decree, law,
rule or regulation applicable to Catapult or the Catapult Shareholders.

     Section 4.8 Officers and  Directors.  Attached  hereto as Schedule 4.8 is a
list of all Officers and Directors of Catapult.

     Section 4.9 No Untrue  Statements.  Neither this  Agreement nor any written
information, statement, list or certificate furnished or to be furnished to EVRM
pursuant to this  Agreement or in connection  with this  Agreement or any of the
transactions  contemplated by this Agreement contains, or as of the Closing will
contain,  any untrue statement of a material fact or omits, or as of the Closing
will omit, a material fact necessary in order to make the  statements  contained
herein or therein,  in light of the  circumstances  in which they are made,  not
misleading.

     Section 4.10 Subsidiaries.  Except as set forth on Schedule 4.10,  Catapult
does not have any  subsidiaries  and does not,  directly  or  indirectly,  own a
controlling  interest in any corporation,  partnership,  joint venture, or other
entity.

     Section 4.11 Real Property.  Except as set forth on Schedule 4.11, Catapult
does not own any real estate.

     Section  4.12  Leased  Real  Property.  Schedule  4.12  contains a true and
correct list of each parcel of real property  leased by Catapult (the  "Catapult
Leased Real Property").  Attached to Schedule 4.12 is a true and correct copy of
each lease pursuant to which Catapult  leases the Catapult  Leased Real Property
and any  amendments,  extensions,  and  renewals  thereof  (the  "Catapult  Real
Property Leases"). Each Catapult Real Property Lease is in full force and effect
and there is no existing material default or event of default,  real or claimed,
or event which with notice or lapse of time or both would  constitute a material
default thereunder. Except as described in Schedule 4.12, Catapult's interest in
the Catapult Real Property  Leases is free and clear of any mortgages and liens,
and is not subject to any deeds of trust,  assignments,  subleases, or rights of
any third parties other than the lessor thereof. Except as described in Schedule
4.12,  the  continuation,  validity,  and  effectiveness  of each  Catapult Real
Property  Lease  will  in  no  way  be  affected  by  the  consummation  of  the
transactions contemplated by this Agreement.

     Section 4.13 Tangible Personal  Property.  Attached hereto as Schedule 4.13
is a true,  correct and complete list of all tangible personal property owned by
Catapult  or used  by it in the  conduct  of its  business,  including,  but not
limited to, all equipment,  machinery and fixtures (collectively,  the "Catapult
Personal Property"), indicating whether it is owned or the manner in which it is
otherwise  utilized  by  Catapult.  Catapult  has sole and  exclusive,  good and
merchantable  title to all of the Catapult  Personal  Property owned by it, free
and clear of all  pledges,  claims,  liens,  restrictions,  security  interests,
charges and other  encumbrances  except those contained on Schedule 4.13. All of
the Catapult Personal  Property is in good repair and good operating  condition,
fit  for  its  intended  purposes,  and is  adequate  for  the  continuation  of
Catapult's business as presently conducted.

     Section 4.14 Contracts.

     (a)  Schedule  4.14.1  contains a true and correct  list of all  contracts,
agreements,  or understandings,  written or oral, by which Catapult receives any
right or benefit or  undertakes  any  liability  or  obligation  (the  "Catapult
Contracts").  Catapult has delivered or has otherwise  made  available to EVRM a
correct and complete  copy of each  contract or agreement  set forth in Schedule
4.14.1.  Except as listed on  Schedule  4.14.1,  Catapult  is not a party to any
written or oral:

     (i) agreement,  contract, or commitment with any present or former employee
or consultant or for the  employment  of any person,  including any  consultant,
contractor, or agent who performs services for Catapult;

     (ii)  agreement,  contract,  or commitment  for the future  purchase of, or
payment for, supplies or products, or for the performance of services by a third
party which supplies,  products,  or services are used by Catapult  involving in
any one case an amount or value of five thousand dollars ($5,000) or more;

     (iii) lease (relating to real or personal property) under which Catapult is
lessor or lessee;

     (iv) license, franchise, assignment or other agreement of Catapult relating
to  trademarks,   trade  names,  patents,   copyrights  and  service  marks  (or
applications  therefor),  unpatented  designs or styles,  know-how and technical
assistance;

     (v) permit relating to the operation of the business of Catapult;

     (vi)  agreement  for the  purchase,  sale or  lease  of  goods,  materials,
supplies,  machinery,  equipment,  capital assets and services  having a cost in
excess of Ten Thousand  ($10,000.00) Dollars in any one instance or in excess of
Twenty-five Thousand ($25,000.00) Dollars in the aggregate.

     (vii) agreement or arrangement with any supplier, distributor,  franchisor,
dealer, sales agent, broker or representative.

     (viii)  agreement or  arrangement  for the  construction,  modification  or
improvement of any building or structure having a cost in excess of Ten Thousand
($10,00.00)  Dollars,  or any other capital  expenditure  involving  payments in
excess of Ten Thousand ($10,000.00) Dollars.

     (ix) agreement or understanding  which is material in nature,  involves the
payment  or  receipt,  in any  12  month  period,  of  more  than  Ten  Thousand
($10,000.00) Dollars or has a term of more than twelve (12) months.

     (x) note,  debenture,  bond,  equipment trust  agreement,  letter of credit
agreement,  loan agreement, or other contract or commitment for the borrowing or
lending of money, or agreement or arrangement for a line of credit or guarantee,
pledge,  or  undertaking  of the  indebtedness  of any other person  relating to
Catapult's business;

     (xi)  agreement,  contract,  or commitment  for any charitable or political
contribution relating to Catapult's business;

     (xii) agreement,  contract, commitment, or outstanding proposal pursuant to
which Catapult sells, or proposes to sell,  products and services for any amount
or value;

     (xiii) agreement, contract, or commitment limiting or restraining Catapult,
its business,  or any successor thereto from engaging or competing in any manner
or in any business;

     (xiv) material  agreement,  contract,  or commitment relating to Catapult's
business not made in the ordinary course of business, or

     (xv) any distributor agreement, reseller agreement, franchise agreement, or
any other agreement which  authorizes  Catapult to (A) sell products or services
of any other person or entity, or (B) use the trademarks,  trade names, or trade
styles of any other Person in Catapult's business.

     (b) Schedule 4.14.2 contains a true and correct list of all commitments for
capital  expenditures  that have been approved or made prior to the date of this
Agreement by Catapult and that remain outstanding as of the date hereof.

     (c) Each of the Catapult  Contracts was entered into in the ordinary course
of business on terms  substantially  consistent with  Catapult's  practice prior
thereto,  is in full force and effect,  and there  exists no breach or violation
of, or default by Catapult  under,  any of the  Catapult  Contracts  nor, to the
knowledge of Catapult by any other party to such  Contract,  or any event which,
with notice or the lapse of time, or both, will create a breach or violation of,
or default  under by  Catapult  nor, to the  knowledge  of Catapult by any other
party  to such  Contract.  There  is no  Catapult  Contract  that  contains  any
contractual  requirement  with  which  there  is a  reasonable  likelihood  that
Catapult  or any other  party  thereto  will be unable to comply.  Except as set
forth on Schedule 4.14.1, the continuation,  validity, and effectiveness of each
Catapult  Contract  will  in no  way be  affected  by  the  consummation  of the
transactions contemplated by this Agreement.

     (d)  Schedule  4.14.3  contains a true and  correct  list of all  customers
(ranked by annual  revenue) of Catapult,  and the annual  revenue  obtained from
each such customer,  for the year ended December 31, 1999. No customer reflected
therein  whose  purchases  of products  and  services  are  material to Catapult
(individually or in the aggregate) has terminated,  suspended,  or significantly
reduced its  purchases of products and services  from  Catapult  from the levels
reflected therein,  nor does Catapult have knowledge of facts which suggest that
such a termination,  suspension,  or significant  reduction is likely within the
reasonably  foreseeable  future.  Except as indicated on Schedule 4.14.3,  there
exists no actual or, to the knowledge of Catapult,  any threatened  termination,
cancellation, or limitation of, or any amendment, modification, or change to any
Catapult Contract, which would have a material adverse effect on the business or
the  condition,   financial  or  otherwise,   of  Catapult,   including  without
limitation:

     (i) the business  relationship of Catapult with any customer,  distributor,
or related group of customers or distributors whose purchases individually or in
the  aggregate  are  material  to the  operations  and  financial  condition  of
Catapult;

     (ii) the  requirements  of any  customer or related  group of  customers of
Catapult whose  purchases  individually  or in the aggregate are material to the
operations and financial condition of Catapult; or

     (iii) the business  relationship of Catapult with any material  supplier to
Catapult.  Except as indicated on Schedule 4.14.3, there is no Contract with any
customer,  the  performance  of  which  by  Catapult  will  result  in a loss to
Catapult.

     (e) Except as indicated on Schedule 4.14.3,  no customer listed on Schedule
4.14.3 has notified Catapult,  nor is Catapult otherwise aware that any customer
listed on Schedule  4.14.3 has, or has plans to,  reduce the volume of purchases
made from Catapult.

     (f) None of the Catapult Contracts is for materials,  supplies,  equipment,
or  services  in excess  of  Catapult's  normal  requirements  or as needed  for
reasonably anticipated needs of its business.

     (g)  Catapult  has not  granted  any power of  attorney  affecting  or with
respect to any of its business,  affairs, or assets, or any combination thereof,
that remains outstanding.

     (h) Attached to Schedule  4.14.1 is a true and correct copy (and if oral, a
description  of material  terms) of each  Catapult  Contract  listed on Schedule
4.14.1 and all modifications, amendments, renewals, or extensions thereof.

     (i) Except as reflected in Schedule  4.14.4,  the execution and delivery of
this Agreement and the consummation of the transactions  contemplated hereby and
thereby will not terminate,  breach,  give rise to a right in favor of any other
party to a Catapult Contract to terminate such Contract,  or constitute an event
which with notice,  lapse of time or both,  constitute an event of default under
any Contract.

     Section 4.15 Brokers.

     Neither   Catapult  nor  any   Affiliate  of  Catapult  has  any  contract,
arrangement or  understanding  with, or has incurred any obligation or liability
to, any broker,  finder,  investment banker,  intermediary or similar agent with
respect to this Agreement or the transactions contemplated hereby.

     Section 4.16 Environmental Matters and OSHA.

     Except as set forth in Schedule 4.16.1:

     (a) Catapult is and has been in  compliance  with all  Environmental  Laws.
Catapult has not received notice of any Environmental  Claim filed or threatened
against  it or  against  any  other  person or entity  whose  liability  for any
Environmental  Claim has been  retained or assumed  either  contractually  or by
operation of law;

     (b) Catapult has not disposed of,  emitted,  discharged,  handled,  stored,
transported,  used, or released any Hazardous  Materials (or arranged for any of
the  foregoing),  or exposed any employee or other  individual  to any Hazardous
Materials  or condition so as to give rise to any  liability  or  corrective  or
remedial obligation under any Environmental Laws;

     (c) No  Hazardous  Materials  are present  in, on, or under any  properties
owned,  leased,  or used at any  time  (including  both  land  and  improvements
thereon) by Catapult,  and no  reasonable  likelihood  exists that any Hazardous
Materials will come to be present in, on, or under any properties owned, leased,
or used at any time (including both land and  improvements  thereon) by Catapult
so as to  give  rise  to  any  material  liability  or  corrective  or  remedial
obligation under any Environmental Laws.

     As used herein,  "Environmental  Claim" means any notice, claim, act, cause
of action or investigation by any Person alleging  potential  liability  arising
out  of,  based  on  or  resulting  from  the  presence,  or  release  into  the
Environment,  of any Hazardous Materials or any violation, or alleged violation,
of any  Environmental  Law.  As used  herein,  "Environmental  Laws"  means  all
federal,  state, local and foreign laws and regulations relating to pollution or
protection of the environment or the protection of human health. As used herein,
"Hazardous Materials" means chemicals, pollutants,  contaminants,  wastes, toxic
substances, radioactive and biological materials,  asbestos-containing materials
(ACM),  hazardous  substances,  petroleum and petroleum products or any fraction
thereof,  excluding,  however, any chemicals used or waste generated as a result
of typical  office and  janitorial  activities.  Except as set forth in Schedule
4.16.2,  Catapult is in compliance with all applicable laws relating to employee
health  and  safety  and  has not  received  any  notice  that  past or  present
conditions of the assets and properties of Catapult violate any applicable legal
requirements  or otherwise  can be made the basis of any claim,  proceeding,  or
investigation,  based on OSHA violations or otherwise related to employee health
and safety.

     Section 4.17 Insurance. Attached hereto as Schedule 4.17.1 is a list of all
insurance  policies of Catapult  setting  forth with  respect to each policy the
name of the insurer, a description of the policy, the dollar amount of coverage,
the amount of the premium,  the date through  which all premiums have been paid,
and the  expiration  date.  Each  insurance  policy  relating  to the  insurance
referred  to in  Schedule  4.17.1  is in full  force  and  effect,  is valid and
enforceable,  and  Catapult  is not in  breach of or in  default  under any such
policy, nor received any notice of or any reason to believe that there is or has
been any actual,  threatened, or contemplated termination or cancellation of any
insurance  policy  relating to the  insurance  referred  to in Schedule  4.17.1.
Attached  hereto as Schedule  4.17.2 is a true,  correct and  complete  list and
summary of all claims which have been made under each insurance  policy relating
to the insurance referred to in Schedule 4.17.2. Catapult has not failed to give
any  notice or to  present  any claim  under any  insurance  policy in a due and
timely fashion.

     Section 4.18 Employee Relations and Employment Agreements.

     (a) None of Catapult's employees is represented by a labor organization. No
petition  for  representation  has  ever  been  filed  with the  National  Labor
Relations Board (the "NLRB") with respect to Catapult's  employees.  Catapult is
not aware of any union organizational  activity with respect to Catapult and has
no reason to believe that any such activity is being contemplated.

     (b) Catapult is not in violation of applicable equal employment opportunity
laws,  wage and hour laws,  occupational  safety and health laws,  federal labor
laws, or any other laws of any  Government or  Governmental  Agency  relating to
employment.  Schedule  4.18.2  attached  hereto  sets  forth  the  status of all
investigations,  claims, charges, and employment-related  suits or controversies
which have occurred  with respect to Catapult  within the last 10 years or which
are  presently  pending  or  threatened  with  respect  to  Catapult  under  any
employment-related  law of any  Government  or  Governmental  Agency  (including
common law). Catapult has satisfied and performed fully all judgments,  decrees,
conciliation  agreements,  or  settlement  agreements by which it is bound or to
which  it is  subject  concerning  employment-related  matters,  and  each  such
judgment, decree or agreement is disclosed on Schedule 4.18.2.

     (c) Except as set forth on Schedule  4.18.3,  Catapult has not entered into
any employment agreement,  and all employees can be terminated at will. Catapult
has no contractual obligation or special termination or severance arrangement in
respect of any employee.

     (d) Except as set forth on Schedule  4.18.4 Catapult has paid all wages due
(including all required  taxes,  insurance and  withholding  thereon).  Schedule
4.18.4 attached hereto sets forth all accrued  vacation,  sick leave and bonuses
(including  pro  rata  accruals  for a period  of a year)  due to  employees  of
Catapult as of the Closing.

     (e)  Schedule   4.18.5  attached  hereto  sets  forth  each  of  Catapult's
employee's date of hire, position,  present salary,  amount of bonus paid in the
past year, and announced termination date (if any).

     (f) Schedule  4.18.6 contains a true and complete list of all the following
agreements or plans of Catapult or any  subsidiary of Catapult  which,  together
with Catapult constitutes a single employer within the meaning of Section 414 of
the Code  (hereinafter  collectively  referred to as the"Catapult Group") which
are  presently  in  effect  or which  have been in effect at any time (if it may
result in a material  liability),  or, in the case of  documents  referred to in
clause (i) below, have been in effect at any time prior to the date hereof:

     (i)  "employee  pension  benefit  plans" and  "employee  benefit  plans" as
defined in Sections 3(2) and 3(3) of the Employee Retirement Income Security Act
of 1974 ("ERISA");

     (ii) any other pension, profit sharing, retirement,  deferred compensation,
stock purchase, stock option, incentive, bonus, vacation, severance, disability,
health,  hospitalization,  medical, life insurance, vision, dental, prescription
drug,  supplemental  unemployment,   layoff,   automobile,   apprenticeship  and
training, day care, scholarship, group legal benefits, fringe benefits, or other
employee  benefit plan,  program,  policy,  or  arrangement,  whether written or
unwritten, formal or informal,  including any employee benefit plan covering any
employees of Catapult Group which any member of Catapult  Group  maintains or to
which any  member of  Catapult  Group has any  outstanding,  present,  or future
obligations to contribute or make payments under, whether voluntary, contingent,
or  otherwise  (the plans,  programs,  policies,  or  arrangements  described in
clauses  (ii) or (iii) are  herein  collectively  referred  to as the  "Catapult
Plans").

     Included  in said  Schedule  4.18.6  are true and  complete  copies  of all
documents as they may have been amended to the date hereof involving or relating
to  clauses  (i)  and  (ii)   hereinabove,   together  with  all  filings,   IRS
determination  letters and financial  statements,  including but not limited to,
the most recent  actuarial report for each employee pension benefit plan and IRS
Form 5500 for each Catapult Plan for each of the five most recent plan years.

     (g) Except as to those plans identified on Schedule 4.18.2 as tax-qualified
Catapult Plans (the  "Catapult  Qualified  Plans"),  no member of Catapult Group
maintains a tax-qualified  employee plan which meets or was intended to meet the
requirements of Code Section 401 for the benefit of present or former employees.
The Internal Revenue Service has issued favorable  determination  letters to the
effect that each Catapult Qualified Plan qualifies under Code Section 401(a) and
that any related trust is exempt from taxation  under Code Section  501(a),  and
such   determination   letters  are  in  effect.   Copies  of  the  most  recent
determination  letters and any outstanding  requests for a determination  letter
with  respect  to each  Catapult  Qualified  Plan have been  delivered  to EVRM.
Catapult Qualified Plans have been administered according to their terms, except
for those terms  which are  inconsistent  with the  changes  required by the Tax
Reform  Act of 1986 and other  acts,  regulations,  and  rulings,  in which case
Catapult   Qualified  Plans  have  been  administered  in  accordance  with  the
provisions of those acts, regulations,  and rulings in all material respects. No
member of Catapult  Group or any  fiduciary of any Catapult  Qualified  Plan has
done  anything  that would  adversely  affect the  qualified  status of Catapult
Qualified Plans or the related trusts. Catapult Qualified Plans currently comply
in form with the  requirements  under Code  Section  401(a),  other than changes
required by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of
1986 and other acts,  regulations,  and rulings for which amendments are not yet
required.  Any Catapult Qualified Plan subject to Code Sections 401(k) or 401(m)
has been tested for compliance with, and has satisfied the requirements of, Code
Sections  401(k)(3),  401(m)(2),  or both,  as  application,  for each plan year
ending prior to the Closing Date.

     (h) With respect to any Catapult  Qualified  Plan or any member of Catapult
Group,  no termination  liability to the Pension  Benefit  Guaranty  Corporation
("PBGC")  has been or is  expected  to be  incurred  or would be incurred if any
Catapult  Qualified  Plan were  terminated  on the Closing Date. If any Catapult
Qualified  Plan were  terminated on the Closing  Date,  the present value of all
benefit  liabilities under Catapult  Qualified Plan would not, as of the Closing
Date,  exceed the then current  value of the assets of such  Catapult  Qualified
Plan. No Catapult Qualified Plan has suffered any accumulated funding deficiency
within the meaning of ERISA Section 302 and Code Section 412.  Catapult has made
all quarterly contributions required under Code Section 412(m) and no conditions
exist  which  would  subject the assets of Catapult or EVRM to a lien under Code
Section  412(m) or ERISA  Section  4068.  No member  of  Catapult  Group has any
outstanding  liability  under Code Section  4971.  As of the Closing  Date,  all
contributions  required to have been made on or prior to the Closing  Date under
Catapult  Plans  will  have  been made or have  been  accrued  on the  Financial
Statements and all required premium  payments for Catapult  Qualified Plans have
been made,  when due, to PBGC. No event or condition  exists with respect to any
Catapult Qualified Plan which could be deemed a "reportable event" as defined in
ERISA Section 4043, with respect to which the 30-day notice  requirement has not
been waived and which could  result in a liability  to Catapult or EVRM,  and no
condition  exists  which would  subject  Catapult to a fine under ERISA  Section
4071.  No  amendment  has  occurred  to any  Catapult  Qualified  Plan which has
required or which would require  Catapult  Group to provide  security under Code
Section 401(a)(29).

     (i) No member of Catapult Group has any past, present, or future obligation
to contribute to any multiemployer plan as defined in ERISA Section 3(37).

     (j) No member of  Catapult  Group nor any other  "disqualified  person"  or
"party in interest"  (as defined in Code Section 4975 and ERISA  Section  3(14),
respectively)  with respect to Catapult  Plans,  has engaged in any  "prohibited
transaction"  (as defined in Code Section 4975 or ERISA Section  406).  Catapult
Group and all other  "fiduciaries"  (as  defined in ERISA  Section  3(21))  with
respect to Catapult Plans have complied in all respects with the requirements of
ERISA  Section  404.  Neither  Catapult  Group  nor any  party  in  interest  or
disqualified  person  with  respect to  Catapult  Plans has taken or omitted any
action which could lead to the  imposition  of an excise tax under the Code or a
fine under ERISA against Catapult Plans.

     Section 4.19 Patents;  Trademarks;  Related Trademarks.  Attached hereto as
Schedule  4.19  is a  true,  correct  and  complete  list  of all of  Catapult's
intangible  personal  property,  including,  but not  limited  to, all  patents,
trademarks,  trade names, or trademark or trade name registrations,  domain name
registrations,   service  marks,  and  copyrights  or  copyright   registrations
("Catapul's  Proprietary  Rights").  All of Catapult's  Proprietary  Rights are
valid,  enforceable,  in full force and effect and free and clear of any and all
security  interests,  liens,  pledges  and  encumbrances  of any nature or kind.
Catapult  has  not  infringed  upon  and  is not  infringing  upon  any  patent,
trademark,  trade name, or trademark or trade name  registration,  service mark,
copyright, or copyright registration of any other Person.

     Section 4.20 Books and Records; Fiscal Year; Method of Accounting. Catapult
will make  available  to EVRM for  inspection  and its due  diligence  hereunder
during business hours all of its tax, accounting,  corporate and financial books
and records as well as its  personnel  and  employment  and other records of any
nature which are pertinent to this Agreement.  Such books and records pertaining
to Catapult's business are true, correct and complete, have been maintained on a
current basis, and fairly reflect the basis for Catapult's  financial  condition
and results of  operations  as set forth in the Catapult  Financial  Statements.
Catapult has consistently used the fiscal year ending December 31 as its taxable
year and has  consistently  used the accrual  method as its method of accounting
for tax purposes.

     Section 4.21 Bank  Accounts;  Credit Cards.  Schedule 4.21 contains a true,
correct and complete list of each bank, savings and loan association,  brokerage
house or other financial institution with which Catapult has an account, line of
credit,  safe deposit box, or other  relationship,  the account numbers thereof,
and the names of all  persons  authorized  to withdraw  funds or other  property
from, or otherwise act in connection  therewith.  Schedule 4.21 contains a true,
correct,  and complete  listing of the name,  business  address,  and  residence
address of each person who has a credit card which is billed to Catapult. Except
as set forth on Schedule 4.21, Catapult has no bank account,  brokerage account,
line of credit, safe deposit box, or credit card account.

     Section 4.22 Absence of Certain  Changes or Events.  Except as permitted or
required by this Agreement or as set forth in Schedule 4.22,  since December 31,
1999,  the  business of  Catapult  has been  conducted  in the  ordinary  course
consistent  with past practices and there has not been any material  transaction
or occurrence in which Catapult has:

     (a) incurred any  indebtedness,  obligation  or  liability  (contingent  or
otherwise), except normal trade or business obligations incurred in the ordinary
course  of  its  business,  none  of  which  was  entered  into  for  inadequate
consideration and none of which exceeds $25,000.00 in amount;

     (b)  discharged  or  satisfied  any  claim,  security  interest,   lien  or
encumbrance  or paid any  indebtedness,  obligation or liability  (contingent or
otherwise),  except (i) current liabilities, (ii) scheduled payments pursuant to
obligations under contracts,  agreements or leases listed in this Agreement,  or
(iii) in the  ordinary  course of  business  consistent  with past  practice  of
liabilities  reflected or reserved against in the Catapult Financial  Statements
or incurred since such date in the ordinary  course of business  consistent with
past practice;

     (c)  permitted,  allowed or suffered any of its assets or  properties to be
subjected to any mortgage, pledge, lien, charge, restriction,  security interest
or other encumbrance of any kind;

     (d) sold, assigned,  transferred,  leased,  disposed of, or agreed to sell,
assign, transfer, lease, or dispose of, any of its assets or properties;

     (e) acquired or leased any assets or property of any other Person;

     (f) canceled or compromised any debt or claim;

     (g) waived or released any rights or claims;

     (h) granted,  or made any  contract,  agreement,  promise or  commitment to
grant,  or  otherwise  incurred  any  obligation  for any increase in, any wage,
salary or employee  benefit,  or entered into any  employment  contract,  bonus,
stock option, profit sharing,  pension,  incentive,  retirement or other similar
arrangement  or plan with,  any  officer,  employee or other  Person,  except in
accordance  with  and in  amounts  not  greater  than  provided  for in  written
agreements between Catapult and employees of Catapult entered into prior to June
30,1999 and except for merit raises to hourly  employees in the ordinary  course
of business consistent with past practice;

     (i) entered into any  collective  bargaining  or labor  agreement  (oral or
written),   made  any   commitment  or  incurred  any  liability  to  any  labor
organization,  or experienced any slowdown,  work  interruption,  strike or work
stoppage;

     (j) made any capital  expenditure  in excess of Ten  Thousand  ($10,000.00)
Dollars or entered into any commitment therefor;

     (k)  suffered  any  casualty  loss or  damage  in  excess  of $5,000 in the
aggregate, whether or not such loss or damage is or was covered by insurance;

     (l)  changed  the nature of its  business  or its method of  accounting  or
accounting principle, practice or policy;

     (m)  other  than in the  ordinary  course  of  business,  entered  into any
transaction, contract or commitment;

     (n) terminated or modified,  or agreed to the  termination or  modification
of, any Service Contract, Participation Agreement or any of the Commitments;

     (o) suffered a loss of any supplier or suppliers,  which loss (individually
or in the  aggregate)  has had, or may have, an adverse  effect on its financial
condition, results of operations, business or prospects;

     (p) suffered  any  material  adverse  change in its  business,  operations,
condition (financial or otherwise),  liabilities, assets, earnings, or prospects
of the Business nor, to Catapult's knowledge, has there been any event which has
had or may  reasonably  be  expected  to have a material  adverse  effect on the
Business;

     (q)  transferred  or granted any rights with  respect to, or disposed of or
permitted  to lapse any  right to the use of any  software,  patent,  trademark,
assumed name,  service mark,  trade name,  copyright,  license,  or  application
therefor or disposed of or disclosed to any person not  authorized  to have such
information any trade secret,  proprietary  information,  formula,  process,  or
know-how not  previously a matter of public  knowledge or existing in the public
domain;

     (r) incurred any long term indebtedness;

     (s) paid, loaned,  distributed (by dividend or otherwise),  or advanced any
amounts  to,  sold,  transferred,  or leased  any  properties  or assets  (real,
personal or mixed, tangible or intangible) to, purchased,  leased,  licensed, or
otherwise  acquired any  properties  or assets  from,  or entered into any other
agreement  or  arrangement  with  (i) any  shareholder,  officer,  employee,  or
director of Catapult, (ii) any corporation or partnership in which any Affiliate
is an officer,  director,  or holder directly or indirectly of five percent (5%)
or more of the  outstanding  equity  or debt  securities,  or (iii)  any  person
controlling,  controlled  by, or under  common  control  with any such  partner,
shareholder,  officer,  director,  or  Affiliate  except  for  compensation  not
exceeding  the rate of  compensation  in effect at December  31,  1999,  and for
routine travel advances to officers and employees;

     (t) made or agreed to make any  charitable  contributions  or  incurred  or
agreed to incur any non-business expenses in excess of $5,000 in the aggregate;

     (u) taken any other action  neither in the ordinary  course of business and
consistent with past practice nor provided for in this Agreement;

     (v) increased (or experienced  any change in the assumptions  underlying or
the methods of calculating) any bad debt,  contingency,  or other reserve, other
than in the ordinary course of business consistent with past practice; or

     (w)  written  down or  written  up the  value of any  inventory  (including
write-downs by reason of shrinkage or markdowns),  determined as collectible any
Accounts  Receivable  or any portion  thereof which were  previously  considered
uncollectible,  or written off as uncollectible  any Accounts  Receivable or any
portion  thereof,  except for  write-downs,  write-ups,  and  write-offs  in the
ordinary  course of business  consistent  with past  practice,  none of which is
material in amount.

     Section 4.23 Accounts  Receivable;  Accounts Payable.  Catapult's  accounts
receivable  reflected in the  Catapult  Financial  Statements,  and all accounts
receivable  arising  after  the  date  of  the  Catapult  Financial   Statements
(collectively  the  "Accounts  Receivable")  were  or  are  bona  fide  accounts
receivable,  the full amount of which was or is actually owing to Catapult. And,
to the best of its knowledge, those not collected prior to Closing will be fully
collectible  by  Catapult  within  ninety (90) days of Closing  without  offset,
recoupment,  counterclaim,  claim or  diminution.  Catapult's  accounts  payable
reflected in the Catapult Financial  Statements and all accounts payable arising
after the date of the Catapult Financial Statements (collectively, the "Accounts
Payable") arose from bona fide transactions on the ordinary course of Catapult's
business.

     Section 4.24 Insider  Transactions.  Attached  hereto as Schedule 4.24 is a
true,  correct and complete list of the amounts and other essential terms of all
currently   outstanding   indebtedness   or   other   obligations,   agreements,
undertakings,  liabilities or commitments  (contingent or otherwise) of Catapult
to or from any past or present  officer,  director,  member,  shareholder or any
person related to,  controlling,  controlled by or under common control with any
of the foregoing.

     Section 4.25 Adverse  Conditions.  Neither Catapult nor any of the Catapult
Shareholders  has any  knowledge  of any present or future  condition,  state of
facts or  circumstances  which has affected or may affect adversely the business
of Catapult or prevent Catapult from carrying on its business.

     Section  4.26  Authorization  and  Validity of  Documents.  The  execution,
delivery  and  performance  of this  Agreement  by  Catapult  and  the  Catapult
Shareholders,  and the consummation by Catapult and the Catapult Shareholders of
the transactions  contemplated  hereby, have been duly and validly authorized by
Catapult and Catapult  Shareholders.  This  Agreement has been duly executed and
delivered by Catapult and each Catapult  Shareholder  and is a legal,  valid and
binding  obligation  of  Catapult  and the  Catapult  Shareholders,  enforceable
against each of in accordance with its terms except as such  enforceability  may
be limited by the  applicable  laws of  bankruptcy,  insolvency,  moratorium and
similar governing laws relating to creditors' rights.

     Section 4.27 Investment Intent.  Each Catapult  Shareholder  represents and
warrants to EVRM that the Catapult  Shareholders  are acquiring EVRM Shares (the
"Acquired  Shares") under this  Agreement for investment  only and for their own
accounts and not as nominees or agents;  nor are the said shares being  acquired
with a view to their  offer for  resale,  distribution  or  transfer of any part
thereof nor with any present  intention of selling,  granting any  participation
in,  or  otherwise  distributing  the same;  nor are they  being  purchased  for
subdivision or  fractionalization  thereof.  By executing this  Agreement,  each
Catapult Shareholder represents:

     (i) That shareholder has no contract, undertaking, agreement or arrangement
with any Person to sell, hypothecate, pledge, donate or otherwise transfer (with
or without  consideration)  any of the Acquired Shares, and that shareholder has
no  present  plan or  intention  to enter into any such  contract,  undertaking,
agreement or arrangement.

     (b) That shareholder is an "accredited  investor" as defined in Rule 501(a)
under the Securities Act and is aware of EVRM's  business  affairs and financial
condition and has had access to and has acquired  sufficient  information  about
EVRM to reach an informed  and  knowledgeable  decision to acquire the  Acquired
Shares, and has such business and financial experience as is required to provide
the capacity to protect one's own  interests in connection  with the purchase of
such shares.  Nor is that shareholder a "broker" or a "dealer" as defined in the
Exchange Act.

     (c) That shareholder  covenants and agrees that none of the Acquired Shares
shall be sold,  assigned or  otherwise  transferred  other than in  transactions
which are not in violation of the Securities Act and applicable state securities
laws.  Each stock  certificate  of the Acquired  Shares shall bear the following
legend, unless such legend may be removed in accordance with its terms:

     THE SECURITIES  REPRESENTED BY THIS STOCK  CERTIFICATE  (THE  "SECURITIES")
HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION  UNDER
THE SECURITIES ACT OF 1933 (THE "1933 ACT") AND APPLICABLE STATE SECURITIES LAWS
(THE  "STATE  LAWS").  THE  SECURITIES  MAY NOT BE  OFFERED  FOR  SALE,  SOLD OR
TRANSFERRED OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION
THEREFROM  UNDER THE 1933 ACT AND THE STATE  LAWS AND (II) UPON  RECEIPT  BY THE
ISSUER OF EVIDENCE  SATISFACTORY  TO IT OF COMPLIANCE  WITH THE 1933 ACT AND ANY
APPLICABLE  STATE  LAWS.  THE ISSUER  SHALL BE ENTITLED TO REQUIRE AN OPINION OF
COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE ABOVE LAWS.

     Section 4.28 Correctness of Representations.  No representation or warranty
of  Catapult  in this  Agreement  or in any  Exhibit,  certificate,  or Schedule
attached hereto or furnished pursuant hereto,  contains,  or on the Closing Date
will contain, any untrue statement of fact or omits, or on the Closing Date will
omit,  to state any  material  fact  necessary  in order to make the  statements
contained  therein not  misleading,  and all such  statements,  representations,
warranties,  Exhibits, certificates, and Schedules shall be true and complete in
all material respects on and as of the Closing Date as though made on that date.
All copies of mortgages,  indentures, notes, leases, agreements, plans, Catapult
Contracts,  and other  instruments  listed on or  referred  to in the  Schedules
delivered  or  furnished  to EVRM  pursuant  to this  Agreement  are true copies
thereof.

     Section 4.29.  Litigation.  Schedule 4.29 sets forth each instance in which
Catapult  or  any of its  officers  or  directors  (a)  is  the  subject  to any
unsatisfied judgment, order, decree, stipulation, injunction or charge or (b) is
a party to or, to the  knowledge of Catapult,  is  threatened to be made a party
to, any charge, complaint, action, suit, proceeding, hearing or investigation of
in any court or quasi-judicial or administrative  agency of any federal,  state,
local or foreign jurisdiction or before any arbitrator.

     Section  4.30.  Licenses,  Permits and  Approvals.  Schedule 4.30 lists all
governmental and regulatory licenses, permits and approvals necessary to conduct
Catapult's business. All such licenses,  permits and approvals are in full force
and  effect.  There  are  no  violations  by  Catapult  of,  or any  claims,  or
proceedings pending or to the knowledge or Catapult threatened,  challenging the
validity of or seeking to discontinue, any such licenses, permits or approvals.

     ARTICLE 5. COVENANTS OF EVRM.

     EVRM  covenants and agrees with Catapult and the Catapult  Shareholders  as
follows:

     Section 5.1 Conduct of Business  Prior to Closing.  From the date hereof to
the Closing Date, and except to the extent that Catapult shall otherwise consent
in writing, EVRM shall:

     (a) operate the business of EVRM  substantially as previously  operated and
only in the regular  and  ordinary  course,  not make any  purchase or sale,  or
introduce  any new method of  management  or  operation  except in the  ordinary
course of business and in a manner  consistent with past practices,  and use its
best efforts to maintain and preserve  intact each of the goodwill,  reputation,
present  business  organization,  and  relationships of EVRM with persons having
business  dealings  with it, and maintain  the services of present  employees of
EVRM;

     (b)  maintain  its  assets  and  properties  in good  order and  condition,
reasonable  wear and use  excepted,  and  maintain  all  policies  of  insurance
covering  its  assets  and  properties  in  amounts  and on terms  substantially
equivalent to those in effect on the date hereof;

     (c) take all steps  reasonably  necessary to maintain the EVRM  Proprietary
Rights and other intangible assets of EVRM;

     (d) pay all accounts  payable when due and collect all accounts  receivable
in accordance with prudent business practices; and

     (e) comply with all laws  applicable to the conduct of the business of EVRM
where the  failure  to so comply  would have a  material  adverse  affect on the
business or condition of EVRM;

     (f)  maintain  the books and  records  of EVRM in the usual,  regular,  and
ordinary manner,  on a basis consistent with past practices and prepare and file
all  foreign,  federal,  state,  and local tax  returns and  amendments  thereto
required to be filed by EVRM after  taking into account any  extensions  of time
granted by such taxing authorities.

     Section  5.2  Actions  Prior to  Closing.  From the date of this  Agreement
through the Closing Date,  EVRM shall not,  without the prior written consent of
Catapult:

     (a) incur any obligations,  liabilities, or expenses of any nature (whether
absolute,  accrued,  contingent,  or otherwise and whether due or to become due)
that would  constitute  liabilities  other than items  incurred in the  ordinary
course of business consistent with past practice;

     (b) permit,  allow,  or suffer any of EVRM's  assets to be subjected to any
mortgage, pledge, lien, or encumbrances;

     (c)  suffer  any  material  adverse  change  in  EVRM's  assets  or in  the
operations,  condition  (financial  or  otherwise),  liabilities,  earnings,  or
prospects of the Business;

     (d) waive any claims or rights with respect to and materially and adversely
affecting any of EVRM's business or assets;

     (e) sell, transfer, or otherwise dispose of any of EVRM's assets, except in
the ordinary course of business consistent with past practice;

     (f)  dispose  of or  permit  to lapse any right to the use of any of EVRM's
Proprietary  Rights,  except for the expiration of any proprietary rights to use
patents that may expire by law;

     (g) other than in accordance with, and in amounts not greater than provided
for in, existing  agreements between EVRM and its employees,  grant any increase
in the salary and wages of any employee or any increase in such salary and wages
payable or to become  payable at any time in the future to any of the employees,
except pursuant to promotions  previously disclosed to Catapult that will become
effective on or prior to the Closing Date;

     (h) make any change in any  material  method of  accounting  or  accounting
principle,  practice,  or policy  affecting  or  relating  to  EVRM's  assets or
liabilities including,  without limitation, any extension of the useful lives of
EVRM's  assets and  consequent  adjustments  to the  depreciation  or  valuation
thereof on the books and records of EVRM with respect to its business;

     (i) make any  change  (or change  any  assumption  underlying  or method of
calculating) in the amount of any bad debt, contingency, or other reserve, other
than in the ordinary course of business consistent with past practice;

     (j)   write-down  or  write-up  the  value  of  any  inventory   (including
write-downs  by reason of  shrinkage  or mark  downs),  except for  write-downs,
write-ups,  and write-offs in the ordinary  course of business  consistent  with
past practice, none of which are or will be material in amount;

     (k) except consistent with past practices or existing programs,  pay, loan,
or advance any amount to,  sell,  transfer,  or lease any  properties  or assets
(real,  personal  or mixed,  tangible,  or  intangible)  to,  or enter  into any
agreement or arrangement  with, any employee,  or any spouse or Affiliate of any
such person except for routine travel advances to employees, and compensation to
employees consistent with Section 5(g) hereof;

     (l)  dispose  of or permit  to lapse  any  right to the use of any  patent,
trademark,  assumed  name,  service mark,  trade name,  copyright,  license,  or
application  therefor or dispose of or disclose to any person not  authorized to
have such  information,  any trade  secret,  proprietary  information,  formula,
process,  or know-how not previously a matter of public knowledge or existing in
the public domain;

     (m) waive,  terminate,  or breach under any provision  under or relating to
any of the EVRM Contracts;

     (n) enter into any  contracts  or  agreements  or other  transactions  with
respect to or affecting  EVRM's  liabilities  other than contracts or agreements
entered  into in the  ordinary  course  of  business  and  consistent  with past
practices;

     (o) with respect to EVRM's assets,  permit any option to renew any lease or
any option to purchase any property to expire or exercise any such option;

     (p) omit to do any act or permit any act which could reasonably be expected
to cause a breach of any material EVRM Contract,  commitment, or obligation with
respect  to or  affecting  EVRM's  assets or any  breach of any  representation,
warranty, covenant, or agreement made by EVRM in this Agreement;

     (q) default  regarding the  provisions  of any insurance  policy or fail to
give notice or present any claim under any such policy in due and timely fashion
if such  default or failure to give  notice  would give the insurer the right to
cancel any policy, deny claims, or limit coverage;

     (r) take any other action not in the ordinary course of business consistent
with past  practice or omit to take any other  action that would be taken in the
ordinary  course of  business  consistent  with past  practice if such action or
omission to take action  would  materially  and  adversely  affect the assets or
liabilities of EVRM.

     Section 5.3 Consents.  EVRM shall obtain prior to Closing, at its sole cost
and expense,  all consents and estoppels  required for the  continuation  of the
EVRM  Contracts  after  Closing.  All such  consents and  estoppels  shall be in
writing  and in form  and  substance  satisfactory  to  Catapult,  and  executed
counterparts  thereof  will be  delivered  to Catapult  promptly  after  receipt
thereof but in no event later than the Closing Date.

     Section  5.4  Supplemental  Disclosure.  EVRM  shall  have  the  continuing
obligation  up to and  including  the  Closing  Date to  disclose  in writing to
Catapult  and the  Catapult  Shareholders  any matter or  information  hereafter
arising or becoming  known that,  if known on the date of EVRM's  execution  and
delivery of this  Agreement,  would have been required to be set forth or listed
in a Schedule hereto. Any such matter or information  hereafter  disclosed shall
be  deemed  to  amend  the  Schedules  hereto  (to the  extent  of such  written
disclosure) as of the date hereof unless  Catapult or the Catapult  Shareholders
shall within five (5) business days after receipt of such written  disclosure by
EVRM and its  counsel,  but in any event  prior to the  Closing,  notify EVRM in
writing that the matter or information so disclosed  materially  varies from, or
materially   and   adversely  to  the   interests   Catapult  and  the  Catapult
Shareholders,  changes,  the information  disclosed on the Schedules on the date
hereof.  In such event,  the  Schedules  hereto  shall not be deemed  amended or
changed by the  matter or  information  so  disclosed,  and,  unless the acts or
circumstances giving rise to the matter or information so disclosed is corrected
prior to the Closing,  the matter or information so disclosed  shall  constitute
items at variance with the warranties and representations of EVRM herein.

     Section 5.5 Additional Reports. Subject to the confidentiality restrictions
set forth in Section 7 hereof, promptly after they become available,  EVRM shall
deliver to Catapult and the Catapult Shareholders true and correct copies of all
internal  management and control reports and financial  statements  furnished to
management of EVRM.  Each such report shall be in accordance  with the books and
records of EVRM, and, in the case of financial  statements  shall present fairly
the  consolidated  financial  condition of EVRM and its  subsidiaries  as of the
dates indicated and the results of operations for the periods then ended, and be
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently applied throughout the periods involved, and shall reflect adequate
reserves for all known liabilities and reasonably anticipated losses.

     Section  5.6  Conditions  Precedent.  EVRM  shall use its best  efforts  to
satisfy the conditions enumerated in Article 9 hereof.

     Section 5.7 Capital Expenditures.  EVRM shall discuss with Catapult and the
Catapult Shareholders any proposed significant capital expenditure to be made by
EVRM after the date of this  Agreement  prior to entering  into any  contract or
commitment for such capital expenditure.

     Section 5.8 SEC Filings.  Prior to Closing,  EVRM shall make all  necessary
filings and reports such that, as of the Closing  Date,  EVRM will be current in
its filings with the SEC of all required SEC Filings, including, but not limited
to, filing the EVRM Form 10-K for the year ended  December31,  1999, and none of
EVRM's SEC Filings will contain any untrue  statement of a material fact or omit
to state a material fact  required or necessary in order to make the  statements
therein not misleading.

     Section 5.9  Shareholder and Other Required  Consents.  EVRM shall take all
actions  necessary  and use its best  efforts  to obtain  any and all  consents,
approvals,  ratifications  and  authorizations  of its Board of  Directors,  its
shareholders and any other person,  entity or governmental  authority  necessary
for  the  execution,   delivery  and  performance  of  this  Agreement  and  the
consummation of the transaction contemplated hereby.

     Section 5.10 Other  Transactions.  EVRM shall deal  exclusively and in good
faith  with  Catapult  and  the  Catapult   Shareholders   with  regard  to  the
transactions  contemplated  by this  Agreement and will not, and will direct its
officers, directors, financial advisors, accountants, agents, and counsel not to
(a)  solicit  submission  of  proposals  or offers  from any  person  other than
Catapult and the Catapult Shareholders relating to any acquisition of all or any
material  part of the assets of EVRM,  the sale or issuance of any capital stock
of EVRM or of any  corporation  formed by EVRM or its Affiliates to which any of
the assets of EVRM may be contributed, or any merger or consolidation of EVRM or
of any  corporation  formed by EVRM or its Affiliates to which any of the assets
of EVRM may be contributed (an "Acquisition  Proposal"),  (b) participate in any
discussions or negotiations  regarding, or furnish any non-public information to
any  other  person   regarding   EVRM  other  than  Catapult  and  the  Catapult
Shareholders  and their  representatives  or  otherwise  cooperate in any way or
assist,  facilitate,  or encourage any Acquisition  Proposal by any person other
than Catapult and the Catapult  Shareholders or, (c) enter into any agreement or
understanding,  whether  oral or in  writing,  that  would  have the  effect  of
preventing the consummation of the transactions  contemplated by this Agreement.
If, notwithstanding the foregoing, EVRM, or its representatives or agents should
receive any Acquisition  Proposal or any inquiry  regarding such proposal from a
third  party,  such  persons  shall  promptly  inform  Catapult  and its counsel
thereof.  This covenant  shall survive the  termination  of this Agreement for a
period of ninety (90) days.

     ARTICLE 6. COVENANTS OF CATAPULT.

     Catapult covenants and agrees with EVRM as follows:

     Section 6.1 Conduct of Business  Prior to Closing.  From the date hereof to
the Closing Date, and except to the extent that EVRM shall otherwise  consent in
writing, Catapult shall:

     (a) operate the business of Catapult  substantially as previously  operated
and only in the regular and ordinary  course,  not make any purchase or sale, or
introduce  any new method of  management  or  operation  except in the  ordinary
course of business and in a manner  consistent with past practices,  and use its
best efforts to maintain and preserve  intact each of the goodwill,  reputation,
present business organization, and relationships of Catapult with persons having
business  dealings  with it, and maintain  the services of present  employees of
Catapult;

     (b)  maintain  its  assets  and  properties  in good  order and  condition,
reasonable  wear and use  excepted,  and  maintain  all  policies  of  insurance
covering  its  assets  and  properties  in  amounts  and on terms  substantially
equivalent to those in effect on the date hereof;

     (c)  take  all  steps   reasonably   necessary  to  maintain  the  Catapult
Proprietary Rights and other intangible assets of Catapult;

     (d) pay all accounts  payable when due and collect all accounts  receivable
in accordance with prudent business practices; and

     (e) comply  with all laws  applicable  to the  conduct of the  business  of
Catapult where the failure to so comply would have a material  adverse affect on
the business or condition of Catapult;

     (f) maintain the books and records of Catapult in the usual,  regular,  and
ordinary manner,  on a basis consistent with past practices and prepare and file
all  foreign,  federal,  state,  and local tax  returns and  amendments  thereto
required to be filed by Catapult  after  taking into account any  extensions  of
time granted by such taxing authorities.

     Section  6.2  Actions  Prior to  Closing.  From the date of this  Agreement
through the Closing Date,  Catapult shall not, without the prior written consent
of EVRM:

     (a) incur any obligations,  liabilities, or expenses of any nature (whether
absolute,  accrued,  contingent,  or otherwise and whether due or to become due)
that would  constitute  liabilities  other than items  incurred in the  ordinary
course of business consistent with past practice;

     (b) permit,  allow,  or suffer any of Catapult's  assets to be subjected to
any mortgage, pledge, lien, or encumbrances;

     (c) suffer  any  material  adverse  change in  Catapult's  assets or in the
operations,  condition  (financial  or  otherwise),  liabilities,  earnings,  or
prospects of Catapult's business;

     (d) waive any claims or rights with respect to and materially and adversely
affecting any of Catapult's business or assets;

     (e) sell,  transfer,  or  otherwise  dispose of any of  Catapult's  assets,
except in the ordinary course of business consistent with past practice;

     (f) dispose of or permit to lapse any right to the use of any of Catapult's
Proprietary  Rights,  except for the expiration of any proprietary rights to use
patents that may expire by law;

     (g) other than in accordance with, and in amounts not greater than provided
for in,  existing  agreements  between  Catapult  and its  employees,  grant any
increase in the salary and wages of any  employee or any increase in such salary
and wages  payable or to become  payable at any time in the future to any of the
employees,  except pursuant to promotions previously disclosed to EVRM that will
become effective on or prior to the Closing Date;

     (h) make any change in any  material  method of  accounting  or  accounting
principle,  practice,  or policy  affecting or relating to Catapult's  assets or
liabilities including,  without limitation, any extension of the useful lives of
Catapult's  assets and consequent  adjustments to the  depreciation or valuation
thereof on the books and records of Catapult with respect to the business;

     (i) make any  change  (or change  any  assumption  underlying  or method of
calculating) in the amount of any bad debt, contingency, or other reserve, other
than in the ordinary course of business consistent with past practice;

     (j)   write-down  or  write-up  the  value  of  any  inventory   (including
write-downs  by reason of  shrinkage  or mark  downs),  except for  write-downs,
write-ups,  and write-offs in the ordinary  course of business  consistent  with
past practice, none of which are or will be material in amount;

     (k) except consistent with past practices or existing programs,  pay, loan,
or advance any amount to,  sell,  transfer,  or lease any  properties  or assets
(real,  personal  or mixed,  tangible,  or  intangible)  to,  or enter  into any
agreement or arrangement  with, any employee,  or any spouse or Affiliate of any
such person except for routine travel advances to employees, and compensation to
employees consistent with Section 6.2(g) hereof;

     (l)  dispose  of or permit  to lapse  any  right to the use of any  patent,
trademark,  assumed  name,  service mark,  trade name,  copyright,  license,  or
application  therefor or dispose of or disclose to any person not  authorized to
have such  information,  any trade  secret,  proprietary  information,  formula,
process,  or know-how not previously a matter of public knowledge or existing in
the public domain;

     (m) waive,  terminate,  or breach under any provision  under or relating to
any of the Catapult Contracts;

     (n) enter into any  contracts  or  agreements  or other  transactions  with
respect  to  or  affecting  Catapult's   liabilities  other  than  contracts  or
agreements  entered into in the ordinary  course of business and consistent with
past practices;

     (o) with respect to Catapult's assets, permit any option to renew any lease
or any option to purchase any property to expire or exercise any such option;

     (p) omit to do any act or permit any act which could reasonably be expected
to cause a breach of any material Catapult Contract,  commitment,  or obligation
with  respect  to  or  affecting   Catapult's   assets  or  any  breach  of  any
representation,  warranty,  covenant,  or  agreement  made by  Catapult  in this
Agreement;

     (q) default  regarding the  provisions  of any insurance  policy or fail to
give notice or present any claim under any such policy in due and timely fashion
if such  default or failure to give  notice  would give the insurer the right to
cancel any policy, deny claims, or limit coverage; or

     (r) take any other action not in the ordinary course of business consistent
with past  practice or omit to take any other  action that would be taken in the
ordinary  course of  business  consistent  with past  practice if such action or
omission to take action  would  materially  and  adversely  affect the assets or
liabilities of Catapult.

     Section 6.3 Consents.  Catapult shall obtain prior to Closing,  at its sole
cost and expense,  all consents and estoppels  required for the  continuation of
the Catapult  Contracts after Closing.  All such consents and estoppels shall be
in  writing  and in form  and  substance  satisfactory  to  EVRM,  and  executed
counterparts  thereof will be delivered to EVRM promptly  after receipt  thereof
but in no event later than the Closing Date.

     Section 6.4  Supplemental  Disclosure.  Catapult  shall have the continuing
obligation  up to and  including the Closing Date to disclose in writing to EVRM
any matter or information  hereafter arising or becoming known that, if known on
the date of Catapult's execution and delivery of this Agreement, would have been
required  to be set forth or listed in a  Schedule  hereto.  Any such  matter or
information  hereafter  disclosed shall be deemed to amend the Schedules  hereto
(to the extent of such  written  disclosure)  as of the date hereof  unless EVRM
shall within five (5) business days after receipt of such written  disclosure by
Catapult and its counsel, but in any event prior to the Closing, notify Catapult
in writing that the matter or information so disclosed  materially  varies from,
or materially and adversely to the interests of EVRM,  changes,  the information
disclosed  on the  Schedules on the date hereof.  In such event,  the  Schedules
hereto shall not be deemed  amended or changed by the matter or  information  so
disclosed,  and, unless the acts or  circumstances  giving rise to the matter or
information  so  disclosed  is  corrected  prior to the  Closing,  the matter or
information so disclosed shall  constitute items at variance with the warranties
and representations of Catapult herein.

     Section 6.5 Additional Reports. Subject to the confidentiality restrictions
set forth in Section 7 hereof,  promptly after they become  available,  Catapult
shall  deliver to EVRM true and correct  copies of all internal  management  and
control  reports and financial  statements  furnished to management of Catapult.
Each such report shall be in accordance  with the books and records of Catapult,
and, in the case of financial  statements  shall present fairly the consolidated
financial condition of the business as of the dates indicated and the results of
operations  for the periods  then ended,  and be  prepared  in  accordance  with
generally accepted  accounting  principles  consistently  applied throughout the
periods involved,  and shall reflect adequate reserves for all known liabilities
and reasonably anticipated losses.

     Section 6.6  Conditions  Precedent.  Catapult shall use its best efforts to
satisfy the conditions enumerated in Article 8 hereof.

     Section 6.7 Capital  Expenditures.  Catapult  shall  discuss  with EVRM any
proposed  significant  capital expenditure to be made by Catapult after the date
of this  Agreement  prior to entering into any contract or  commitment  for such
capital expenditure.

     Section 6.8  Shareholder and Other Required  Consents.  Catapult shall take
all actions  necessary  and use its best efforts to obtain any and all consents,
approvals,  ratifications  and  authorizations  of its Board of  Directors,  its
shareholders and any other person,  entity or governmental  authority  necessary
for  the  execution,   delivery  and  performance  of  this  Agreement  and  the
consummation of the transactions contemplated hereby.

     Section 6.9 Audited Financial  Statements.  Promptly upon completion of the
audits  referred to in Section  4.3(d),  Catapult will deliver to EVRM copies of
them,  together  with the notes  thereto and the report  thereon.  Such  audited
financial  statements,  when so delivered,  (i) will be in  accordance  with the
books and records of Catapult,  (ii) present fairly the  consolidated  financial
condition of Catapult as of the  respective  dates  indicated and the results of
operations  for such periods,  (iii) will have been prepared in accordance  with
generally accepted  accounting  principles  consistently  applied throughout the
periods  involved,  and (iv) will reflect adequate  reserves for all liabilities
and losses.  The audits will  disclose no material  liabilities  or  obligations
(secured or unsecured, whether accrued, absolute, direct, indirect,  contingent,
or  otherwise,  and whether due or to become due) that are not fully  accrued or
reserved against in the Catapult Financial Statements nor any material deviation
from the  Catapult  Financial  Statements.  Catapult  will have not received any
advice or notification from its independent certified public accountants that it
has used any  improper  accounting  practice  that  would have the effect of not
reflecting or incorrectly reflecting in the Catapult Financial Statements or the
books and records of Catapult, any properties, assets, liabilities, revenues, or
expenses.  Such audits  will not  contain  any items of special or  nonrecurring
income, or other income not earned in the ordinary course of business, except as
was set forth in the Catapult Financial  Statements or in the notes thereto. The
books,  records, and accounts of Catapult will accurately and fairly reflect, in
reasonable  detail,  all  transactions,  assets,  and  liabilities  of Catapult.
Catapult will not have engaged in any transaction,  maintained any bank account,
or used any of the funds of Catapult,  except for  transactions,  bank accounts,
and funds which have been and are reflected in the normally maintained books and
records of Catapult.

     Section 6.10 Other  Transactions.  Catapult shall deal  exclusively  and in
good  faith  with EVRM  with  regard to the  transactions  contemplated  by this
Agreement  and will not,  and will  direct its  officers,  directors,  financial
advisors,  accountants,  agents,  and counsel not to, (a) solicit  submission of
proposals or offers from any person other than EVRM relating to any  acquisition
of all or any material  part of the assets of Catapult,  the sale or issuance of
any capital  stock of Catapult or of any  corporation  formed by Catapult or its
affiliates  to which any of the assets of Catapult  may be  contributed,  or any
merger or consolidation of Catapult or of any corporation  formed by Catapult or
its  affiliates  to which any of the assets of Catapult may be  contributed  (an
"Acquisition  Proposal"),  (b)  participate in any  discussions or  negotiations
regarding,  or furnish any non-public  information to any other person regarding
Catapult other than EVRM and its  representatives or otherwise  cooperate in any
way or assist,  facilitate,  or encourage any Acquisition Proposal by any person
other than EVRM, or (c) enter into any agreement or understanding,  whether oral
or in writing,  that would have the effect of preventing the consummation of the
transactions  contemplated by this Agreement. If, notwithstanding the foregoing,
Catapult  or its  representatives  or  agents  should  receive  any  Acquisition
Proposal or any inquiry regarding such proposal from a third party, such persons
shall promptly inform EVRM and its counsel thereof.  This covenant shall survive
the termination of this Agreement for a period of ninety (90) days.

ARTICLE 7.    FURTHER AGREEMENTS.

     Section  7.1  Azimuth.   The  parties   acknowledge   that,  prior  to  the
negotiations  which  culminated in this Agreement,  EVRM was actively engaged in
the formulation of a campaign to grow its subsidiary,  Azimuth,  through mergers
and acquisitions with other companies in Azimuth's,  and other related,  spheres
of business.  Catapult and the Catapult Shareholders have discussed and reviewed
this strategy with EVRM and acknowledge that the  post-Closing  value of Azimuth
to EVRM may be best  realized  by its growth  through a strategy  of mergers and
acquisitions. The parties acknowledge that this objective may be achieved by the
identification  of a public  company  for  utilization  as "roll up" vehicle for
Azimuth.  Therefore,  notwithstanding anything to the contrary contained herein,
prior to Closing EVRM will  continue to implement  its mergers and  acquisitions
strategy to the extent that it may:

     (a) contract with finders and  consultants  for  assistance in the planning
and implementation of the strategy;

     (b)  forthwith  begin the  process of trying to  identify  existing  public
"shell" candidates for merger with Azimuth;

     (c) proceed to qualify and negotiate with such candidates;

     (d) enter into contracts with acquisition candidates; and

     (e) engage in such other  activities  as will  expedite  and  augment  this
strategy;

     provided,  however, that no letter of intent,  definitive contract or other
understanding  or  commitment  shall be entered into or executed by EVRM without
the prior  written  consent of Catapult  and the  Catapult  Shareholders,  which
consent will not be unreasonably withheld.

     Section 7.2  Confidentiality.  EVRM and Catapult agree that each shall hold
in confidence any confidential information about the other that it has received,
or  hereafter  receives,  pursuant  to any  provision  of this  Agreement  under
circumstances indicating the confidentiality of such information unless (i) such
information  shall have been  publicly  disclosed  other than as a result of any
wrongful action by the recipient of such  information,  or (ii) the recipient of
such information independently develops or is aware of such information.

     Section  7.3  Public   Announcements.   EVRM,  Catapult  and  the  Catapult
Shareholders  will consult with each other before  issuing any press releases or
otherwise  making any public  statements or filings with  governmental  entities
with respect to this Agreement or the transactions contemplated hereby and shall
not issue any press  releases  or make any public  statements  or  filings  with
governmental  entities prior to such  consultation  and shall modify any portion
thereof if the other party objects  thereto,  unless the same may be required by
applicable law.

     ARTICLE 8.  CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF EVRM TO CONSUMMATE
THE EXCHANGE

     The  obligation  of EVRM to acquire the  Catapult  Shares from the Catapult
Shareholders  in exchange for EVRM Shares and to consummate the  transactions as
contemplated  by  this  Agreement  shall  be  subject  to  the  fulfillment  and
satisfaction,  at or before the  Closing,  of each of the  following  conditions
precedent, any or all of which may be waived in writing, in whole or in part, by
EVRM:

     Section 8.1 Representations and Warranties.  All information required to be
furnished or delivered by Catapult  pursuant to this  Agreement  shall have been
furnished  or  delivered  as of the date hereof and the Closing Date as required
hereunder;  the  representations  and  warranties  made by Catapult in Article 4
hereof  shall be true and  correct  in all  material  respects  on and as of the
Closing Date with the same force and effect as though such  representations  and
warranties had been made on and as of the Closing Date.

     Section  8.2   Covenants   and   Agreements.   Catapult  and  the  Catapult
Shareholders shall have performed and complied in all material respects with all
covenants,  agreements and conditions required by this Agreement to be performed
by them prior to or as of the Closing.

     Section 8.3 Certified Resolutions. EVRM shall have received from Catapult a
certificate  executed by the Secretary of Catapult containing a true and correct
copy of resolutions duly adopted by Catapult's Board of Directors  approving and
authorizing  the execution and delivery by Catapult of each of this Agreement to
which  Catapult is a party,  and the  consummation  of each of the  transactions
contemplated  hereby and thereby.  The Secretary of Catapult  shall also certify
that, as of the Closing Date, such resolutions have not been rescinded, revoked,
modified, or otherwise affected and remain in full force and effect.

     Section  8.4 No  Injunction,  Etc.  No action,  proceeding,  investigation,
regulation, or legislation shall be pending or overtly threatened which seeks to
enjoin, restrain, or prohibit EVRM or to obtain substantial damages from EVRM in
respect of the consummation of the transactions  contemplated hereby,  which, in
the reasonable  judgment of EVRM would make it  inadvisable  to consummate  such
transactions.

     Section  8.5  Incumbency.   EVRM  shall  have  received  a  certificate  of
incumbency  of Catapult  executed by the  President  and  Secretary  of Catapult
listing the  officers of  Catapult  authorized  to execute  this  Agreement  and
certifying  the  authority  of each such  officer  to  execute  the  agreements,
documents,  and  instruments  on  behalf  of  Catapult  in  connection  with the
consummation of the transactions contemplated herein.

     Section 8.6  Certificates.  EVRM shall have received from Catapult all such
certificates,  dated as of the Closing Date, as EVRM shall reasonably request to
evidence the  fulfillment  by  Catapult,  or such other  satisfaction  as of the
Closing Date, of the terms and conditions of this Agreement.

     Section  8.7  Deliveries  at  Closing.  At the  Closing,  Catapult  and the
Catapult Shareholders shall have delivered to EVRM each of the following:

     (a) certificates evidencing all Catapult Shares, duly endorsed for transfer
and otherwise in a form suitable for transfer on the books of Catapult;

     (b) the certificates described in Sections 8 and 9 hereof;

     (c) a  certificate  of good standing and a revenue  certificate,  as of the
most recent practicable date prior to the Closing Date, from the jurisdiction of
incorporation  and  each  jurisdiction  in which  Catapult  is  qualified  to do
business as a foreign corporation;

     (d) the written  opinion of counsel for  Catapult,  dated as of the Closing
Date, in substantially the form of Exhibit B hereto;

     Section 8.8 Certificates. Catapult and the Catapult Shareholders shall have
delivered to EVRM all such  certificates,  dated as of the Closing Date, as EVRM
shall  reasonably  request to  evidence  the  fulfillment  by  Catapult  and the
Catapult Shareholders or other satisfaction as of the Closing Date, of the terms
and  conditions  of this  Agreement.  The form and  substance  of all  opinions,
certificates, assignments, orders, and other documents and instruments hereunder
shall be satisfactory in all reasonable respects to EVRM and its counsel.

     Section 8.9 Estoppel  Certificates.  Catapult shall obtain, at its cost and
expense,  prior to  Closing  an  Estoppel  Certificate,  in form  and  substance
satisfactory to EVRM, from:

     (i) The lessors of the Catapult  Leased Real  Property,  to the effect that
there are no events of default or events  which with  notice or lapse of time or
both would be events of default  under the lease,  attaching  a true and correct
copy of the lease,  and  indicating  the date through which rent is paid and the
amounts of any deposits held by such lessor; and

     (ii) Each  lessor of  personal  property,  to the effect  that there are no
events of default or events  which with notice or lapse of time or both would be
events of default under any such lease, attaching a true and correct copy of any
such lease,  and  indicating the date through which rent is paid and the amounts
of any deposits held by the lessor under each such lease agreement;

     Section 8.10  Financing.  Prior to the date of Closing,  and in  accordance
with Section 2 hereof,  Catapult  shall have obtained a commitment for a minimum
of Two Million Dollars  ($2,000,000.00)  (or such lesser amount as may be agreed
to by EVRM and Catapult) in net proceeds (the "Issue  Price") from a third party
investor(s) (the "New  Investor(s)")  upon terms and conditions  satisfactory to
EVRM and  Catapult.  The  issuance of EVRM shares to the New  Investors  will be
dilutive to both the Catapult Shareholders and the EVRM Shareholders.

     Section 8.11 Closing Certificate. EVRM shall have received a certificate of
the President of Catapult, whose signature, as such President, shall be attested
by the  Secretary of the Catapult,  dated the Closing  Date, in form  reasonably
satisfactory to EVRM certifying that, to the best of his knowledge,  each of the
conditions  precedent  specified in Sections 8 and 9 of this  Agreement has been
fulfilled and satisfied.

     ARTICLE 9. CONDITIONS PRECEDENT TO OBLIGATIONS OF CATAPULT  SHAREHOLDERS TO
CONSUMMATE THE EXCHANGE

     The obligation of the Catapult  Shareholders to acquire the Exchange Shares
from EVRM in exchange  for  Catapult  Shares and the  obligation  of Catapult to
consummate the transactions as contemplated by this Agreement are subject to the
fulfillment  and  satisfaction  at Closing of each of the  following  conditions
precedent,  any or all of which may be waived in whole or in part at or prior to
the Closing by Catapult and the Catapult Shareholders:

     Section 9.1 Representations and Warranties.  All information required to be
furnished  or  delivered  by EVRM  pursuant  to this  Agreement  shall have been
furnished  or  delivered  as of the date hereof and the Closing Date as required
hereunder;  the  representations and warranties made by EVRM in Article 3 hereof
shall be true and correct in all material respects on and as of the Closing Date
with the same force and effect as though such representations and warranties had
been made on and as of the Closing Date.

     Section  9.2  Covenants  and  Agreements.  EVRM  shall have  performed  and
complied in all material respects with all covenants,  agreements and conditions
required  by  this  Agreement  to be  performed  by them  prior  to or as of the
Closing.

     Section 9.3 Certified Resolutions. Catapult shall have received from EVRM a
certificate executed by the Secretary of EVRM containing a true and correct copy
of  resolutions  duly  adopted  by  EVRM's  Board  of  Directors  approving  and
authorizing  the  execution  and  delivery by EVRM of each of this  Agreement to
which  EVRM is a  party,  and  the  consummation  of  each  of the  transactions
contemplated hereby and thereby.  The Secretary of EVRM shall also certify that,
as of the Closing  Date,  such  resolutions  have not been  rescinded,  revoked,
modified, or otherwise affected and remain in full force and effect.

     Section  9.4 No  Injunction,  Etc.  No action,  proceeding,  investigation,
regulation, or legislation shall be pending or overtly threatened which seeks to
enjoin,  restrain,  or  prohibit  EVRM or to  obtain  substantial  damages  from
Catapult in respect of the consummation of the transactions contemplated hereby,
which,  in the  reasonable  judgment of Catapult  would make it  inadvisable  to
consummate such transactions.

     Section 9.5  Incumbency.  Catapult  shall have  received a  certificate  of
incumbency  of EVRM  executed by the President and Secretary of EVRM listing the
officers  of EVRM  authorized  to execute  this  Agreement  and  certifying  the
authority  of each such  officer  to  execute  the  agreements,  documents,  and
instruments  on  behalf  of EVRM in  connection  with  the  consummation  of the
transactions contemplated herein.

     Section 9.6  Certificates.  Catapult shall have received from EVRM all such
certificates, dated as of the Closing Date, as Catapult shall reasonably request
to  evidence  the  fulfillment  by EVRM,  or such other  satisfaction  as of the
Closing Date, of the terms and conditions of this Agreement.

     Section  9.7  Deliveries  at  Closing.  At the  Closing,  EVRM  shall  have
delivered to Catapult each of the following:

     (a) certificates evidencing all EVRM Shares, duly endorsed for transfer and
otherwise in a form suitable for transfer on the books of EVRM;

     (b) the certificates described in Sections 8 and 9 hereof;

     (c) a  certificate  of good standing and a revenue  certificate,  as of the
most recent practicable date prior to the Closing Date, from the jurisdiction of
incorporation  and  each  jurisdiction  in which  Catapult  is  qualified  to do
business as a foreign corporation;

     (d) the written opinion of counsel for EVRM,  dated as of the Closing Date,
in substantially the form of Exhibit C hereto;

     Section 9.8  Certificates.  EVRM shall have  delivered to Catapult all such
certificates, dated as of the Closing Date, as Catapult shall reasonably request
to evidence  the  fulfillment  by EVRM or other  satisfaction  as of the Closing
Date, of the terms and conditions of this  Agreement.  The form and substance of
all  opinions,  certificates,  assignments,  orders,  and  other  documents  and
instruments  hereunder  shall be  satisfactory  in all  reasonable  respects  to
Catapult and its counsel.

     Section  9.9  Estoppel  Certificates.  EVRM shall  obtain,  at its cost and
expense,  prior to  Closing  an  Estoppel  Certificate,  in form  and  substance
satisfactory to Catapult, from:

     (i) The lessors of the EVRM Leased Real Property,  to the effect that there
are no events of  default or events  which with  notice or lapse of time or both
would be events of default under the lease, attaching a true and correct copy of
the lease, and indicating the date through which rent is paid and the amounts of
any deposits held by such lessor; and

     (ii) Each  lessor of  personal  property,  to the effect  that there are no
events of default or events  which with notice or lapse of time or both would be
events of default under any such lease, attaching a true and correct copy of any
such lease,  and  indicating the date through which rent is paid and the amounts
of any deposits held by the lessor under each such lease agreement;

     Section 9.10  Financing.  Prior to the date of Closing,  and in  accordance
with Section 2 hereof,  Catapult  shall have obtained a commitment for a minimum
of Two Million Dollars  ($2,000,000.00)  (or such lesser amount as may be agreed
to by EVRM and Catapult) in net proceeds (the "Issue  Price") from a third party
investor(s) (the "New  Investor(s)")  upon terms and conditions  satisfactory to
EVRM and  Catapult.  The  issuance of EVRM shares to the New  Investors  will be
dilutive to both the Catapult Shareholders and the EVRM Shareholders.

     Section  9.11  Closing   Certificate.   Catapult   shall  have  received  a
certificate of the President of EVRM, whose signature, as such President,  shall
be attested  by the  Secretary  of the EVRM,  dated the  Closing  Date,  in form
reasonably  satisfactory  to  Catapult  certifying  that,  to  the  best  of his
knowledge, each of the conditions precedent specified in Sections 8.1 and 8.2 of
this Agreement has been fulfilled and satisfied.

     ARTICLE 10. TERMINATION.

     Section 10.1 Termination.

     This  Agreement  may be terminated  and the exchange of stock  contemplated
hereby may be  abandoned  at any time prior to the  completion  of the  Closing,
whether before or after approval by the shareholders of EVRM:

     (a) by mutual consent in writing of EVRM and Catapult; or

     (b) by either EVRM or Catapult if any court of  competent  jurisdiction  in
the United  States or any State shall have  issued an order,  judgment or decree
(other than a temporary  restraining order) restraining,  enjoining or otherwise
prohibiting the exchange of stock and such order,  judgment or decree shall have
become  final  and  nonappealable;  provided  that the right to  terminate  this
Agreement  under this Section  10.1(b) shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the cause of, or
resulted in, the failure of the  completion of the Closing to occur on or before
such date; or

     (c) by EVRM if there  has been (i) a  material  breach of any  covenant  or
agreement  or of a  representation  or  warranty  herein on the part of Catapult
which has not been cured, or adequate assurance  (acceptable to EVRM in its sole
discretion)  of cure given,  in either case,  within 15 business days  following
receipt of notice of such breach; or

     (d) by Catapult if (i) there has been a material  breach of any covenant or
agreement or of a  representation  or warranty  herein on the part of EVRM which
has not been cured,  or adequate  assurance  (acceptable to Catapult in its sole
discretion)  of cure given,  in either case,  within 15 business days  following
receipt of notice of such breach or (ii) at Closing  EVRM shall not be listed on
the  Over-the-Counter  Bulletin Board (OTC:BB)  exchange,  provided Catapult has
made its best efforts to assist EVRM in obtaining such listing; or

     (e) by either EVRM or Catapult (and the Catapult Shareholders) if either of
such party's due diligence  investigation has disclosed the existence of (i) any
matter  relating  to the other  party or its  business  that is  materially  and
adversely  (to  the   investigating   party)  at  variance  with  those  matters
theretofore  disclosed to the investigating  party, or (ii) any matter which, in
the investigating party's reasonable judgement, (A) indicates a material adverse
change in the  condition,  assets or prospects of the other party,  or (B) would
make it inadvisable  to consummate the exchange of stock and other  transactions
contemplated by this Agreement.

     Section 10.2 Effect of  Termination.  In the event of  termination  of this
Agreement by either EVRM or Catapult as provided in Section 10, all  obligations
of the parties  hereunder shall terminate unless otherwise  specifically  stated
herein and except that the confidentiality  provisions of Section 7 hereof shall
survive the termination hereof.  Nothing in this Section 10 hereof shall relieve
any party from liability for any breach of this Agreement.

     ARTICLE 11. Indemnification.

     Section 11.1.  Indemnification by the Company. EVRM shall defend, indemnify
and hold harmless:  Catapult and the Catapult  Shareholders and their respective
heirs, personal and legal  representatives,  guardians,  successors and assigns,
from and against  any and all claims,  threats,  liabilities,  taxes,  interest,
fines, penalties, suits, actions,  proceedings,  demands, damages, losses, costs
and expenses  (including  attorneys' and experts' fees and court costs) of every
kind  and  nature  arising  out of,  resulting  from or in  connection  with any
misrepresentation  or  omission  or  breach  by  EVRM of any  representation  or
warranty contained in this Agreement.

     Section  11.2.  Indemnification  by  Catapult  Shareholders.  The  Catapult
Shareholders  shall defend,  indemnify and hold harmless EVRM and its respective
representatives,  successors  and assigns,  from and against any and all claims,
threats,  liabilities,   taxes,  interest,  fines,  penalties,  suits,  actions,
proceedings,  demands, damages, losses, costs and expenses (including attorneys'
and  experts'  fees and court  costs) of every kind and nature  arising  out of,
resulting  from,  or in  connection  with any  misrepresentation  or omission or
breach  by  Catapult  or the  Catapult  Shareholders  of any  representation  or
warranty contained in this Agreement.

     ARTICLE 12. MISCELLANEOUS

     Section 12.1 Survival of Representations, Warranties and Agreements. All of
the covenants, promises, agreements, representations and warranties set forth in
this  Agreement   shall  survive  the  Closing  and  the   consummation  of  the
transactions contemplated by this Agreement.

     Section  12.2  Further  Documents.   At  any  reasonable  time  upon  prior
reasonable notice by a party to another party (whether at or after the Closing),
the other party shall execute and deliver such further instruments and documents
and take such other  actions as the other party may  reasonably  request to vest
more effectively in the other party full right, title and interest in and to the
shares being  conveyed  hereunder and to secure for that party the full benefits
intended to be secured by this Agreement.

     Section 12.3 Notices. All notices,  requests,  demands,  consents and other
communications  which  are  required  or  may  be  given  under  this  Agreement
(collectively,  the "Notices") shall be in writing and shall be given either (i)
by  personal  delivery  against  a  receipted  copy,  or  (ii) by  certified  or
registered U. S. mail, postage prepaid, or (iii) by overnight courier service to
the  following  addresses or to such other  address of which  written  notice in
accordance  with this  Section 12 shall have been  provided by such party to the
others.  Notices may only be given in the manner  hereinabove  described in this
Section 12 and shall be deemed received when given in such manner.

     If to EVRM:

                                            Envirometrics, Inc.
                                            9229 University Blvd.
                                            Charleston, SC  29406
                                            Attention:  Mr. Walter H. Elliott

     If to the Catapult Shareholders:

                                            c/o The Catapult Group, Inc.
                                            4940 Peachtree Industrial Boulevard
                                            Suite 350
                                            Norcross, GA  30071

         If to Catapult:

                                            The Catapult Group, Inc.
                                            4940 Peachtree Industrial Boulevard
                                            Suite 350
                                            Norcross, GA  30071

     Section 12.4 Entire Agreement.  This Agreement  (including the Exhibits and
Schedules hereto) constitutes the full, entire and integrated  agreement between
the parties hereto with respect to the subject matter hereof, and supersedes all
prior  negotiations,  correspondence,  understandings  and agreements  among the
parties hereto respecting the subject matter hereof.

     Section 12.5  Assignability.  This Agreement shall not be assignable by any
party hereto without the prior written consent of the other parties hereto.

     Section 12.6 Binding  Effect;  Benefit.  This Agreement  shall inure to the
benefit of and be binding  upon the  parties  hereto,  each other  Person who is
indemnified  under any provision of this Agreement,  and their respective heirs,
personal and legal  representatives,  guardians and successors.  Nothing in this
Agreement,  express or implied,  is intended to confer upon any other Person any
rights,  remedies,  obligations  or  liabilities  except as may be otherwise set
forth herein.

     Section 12.7 Severability. Any provision of this Agreement which is held by
a court of competent  jurisdiction  to be prohibited or  unenforceable  shall be
ineffective  to the  extent of such  prohibition  or  unenforceability,  without
invalidating  or  rendering  unenforceable  the  remaining  provisions  of  this
Agreement.

     Section 12.8  Amendment;  Waiver.  No provision  of this  Agreement  may be
amended,  waived or otherwise  modified without the prior written consent of all
of the parties hereto. No action taken pursuant to this Agreement, including any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action or compliance by the other party with any
representation,  warranty, covenant or agreement herein contained. The effective
written  waiver by any party  hereto of a breach of any  provision  or condition
contained in this Agreement shall not operate or be construed as a waiver of any
subsequent breach or of any other conditions hereof.

     Section 12.9 Section Headings.  The section and other headings contained in
this Agreement are for reference  purposes only and shall not affect the meaning
or interpretation of this Agreement.

     Section 12.10 Counterparts. This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be the same Agreement.

     Section 12.12  Applicable Law. This Agreement is made and entered into, and
shall be governed by and construed in accordance  with, the laws of the State of
Georgia.

     Section 12.12  Remedies.  The parties  hereto  acknowledge  that the Shares
being exchanged  hereunder are unique,  that any claim for monetary  damages may
not  constitute an adequate  remedy,  and that it may therefore be necessary for
the  protection  of the parties and to carry out the terms of this  Agreement to
apply for the specific  performance of the provisions  hereof. It is accordingly
hereby  agreed by all parties that no objection to the form of the action or the
relief prayed for in any proceeding  for specific  performance of this Agreement
shall be raised by any  party,  in order that such  relief may be  expeditiously
obtained by an aggrieved  party.  All parties may proceed to protect and enforce
their  rights  hereunder  by a suit in  equity  or at law or  other  appropriate
proceeding,  whether for specific  performance  or for an  injunction  against a
violation of the terms  hereof or in aid of the exercise of any right,  power or
remedy granted hereunder or by law, equity or statute or otherwise. No course of
dealing and no delay on the part of any party  hereto in  exercising  any right,
power or remedy shall  operate as a waiver  thereof or otherwise  prejudice  its
rights, powers or remedies, and no right, power or remedy conferred hereby shall
be exclusive of any other  right,  power or remedy  referred to herein or now or
hereafter available at law, in equity, by statute or otherwise.

     Section 12.13.  Procedure.  Within seven (7) days of the execution  hereof,
EVRM and Catapult each shall provide to the other all of the Schedules  required
of it hereunder,  and their respective attorneys shall agree on exemplars of the
requisite  Exhibits B and C described herein.  EVRM and Catapult each shall have
an  additional  five (5)  business  days to notify the other of its  decision to
invoke Section  10.1(e)(ii)(B)  hereof and terminate  this Agreement  because it
deems it inadvisable to consummate the transactions contemplated hereby. Failing
such notice by either EVRM or Catapult  within such time,  all parties  shall be
deemed,  conclusively,  to have waived the provisions of Section  10.1(e)(ii)(B)
hereof, which provisions shall thereupon become null and void.


Attest:                           Envirometrics., Inc.



                                  By: __________________________________
__________________________        Walter H. Elliott III, Chief Executive Officer
[CORPORATE SEAL]


Attest:                           The Catapult Group, Inc.



                                  By: __________________________________
__________________________        Bryan M. Johns, Chief Executive Officer
[CORPORATE SEAL]


                                  The Catapult Shareholders:
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