by and between

PURCHASE AGREEMENT Exhibit 4.6

by and between

INTEK INFORMATION INC.

and

THE BEACON GROUP III - FOCUS VALUE FUND, L.P.

dated as of December 22, 1997

Table of Contents

Pages
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I. Issuance and Sale of Securities...................................................... 1

1.1. The Purchase............................................................... 1
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1.2. The Closing................................................................ 1
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1.3. Use of Proceeds............................................................ 2
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1.4. Repurchase Option.......................................................... 3
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II. Representations and Warranties of the Company........................................ 3

2.1. Organization and Good Standing; Power and Authority; Qualifications........ 3
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2.2. Authorization of the Documents............................................. 3
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2.3. Capitalization............................................................. 3
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2.4. Authorization and Issuance of Capital Stock................................ 4
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2.5. Reservation of Shares...................................................... 4
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2.6. Financial Statements....................................................... 5
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2.7. Absence of Undisclosed Liabilities......................................... 5
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2.8. Absence of Material Changes................................................ 5
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2.9. No Conflict................................................................ 5
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2.10. Disclosure................................................................ 6
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2.11. Consents.................................................................. 6
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2.12. Use of Proceeds........................................................... 6
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2.13. Accuracy of Prior Representations and Warranties.......................... 6
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III. Representations and Warranties of Beacon............................................. 7

IV. Survival of Representations, Warranties, Agreements and Covenants, etc............... 7

V. Expenses............................................................................. 8

VI. Indemnification...................................................................... 8

6.1. General Indemnification.................................................... 8
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6.2. Indemnification Principles................................................. 8
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6.3. Claim Notice............................................................... 9
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6.4. Claim Procedure............................................................ 9
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VII. Miscellaneous........................................................................ 11

7.1. Remedies................................................................... 11
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7.2. Transfer Taxes............................................................. 11
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7.3. Further Assurances...................................................... 11
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7.4. Successors and Assigns; Assignment...................................... 12
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7.5. Entire Agreement........................................................ 12
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7.6. Notices................................................................. 12
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7.7. Amendments.............................................................. 13
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7.8. Counterparts............................................................ 13
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7.9. Headings................................................................ 13
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7.10. Nouns and Pronouns...................................................... 13
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7.11. Governing Law........................................................... 13
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7.12. Severability............................................................ 14
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7.13. Amendment to Purchase Agreement......................................... 14
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7.14. Transfer of the Beacon Series B Shares and the Series B Warrant......... 14
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7.15. Federal Income Tax Treatment............................................ 15
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Exhibits

A - Opinion of Xxxxxxxx, Xxxxx & Xxxxxxx
B - Amended and Restated Certificate of Incorporation
C - Amendment No. 1 to Registration Rights Agreement (Beacon)
D - Warrant No.1 to Purchase Common Stock
E - Series B Warrant to Purchase Common Stock
F - Amendment No. 1 to Shareholders' Agreement

iii

PURCHASE AGREEMENT

PURCHASE AGREEMENT (this "Agreement"), dated as of December 22, 1997, by
and between INTEK INFORMATION, INC., a Delaware corporation (the "Company"), and
THE BEACON GROUP III - FOCUS VALUE FUND, L.P., a Delaware limited partnership
("Beacon").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Beacon holds 9,615,738 shares of the Company's Series B
Convertible Preferred Stock, par value $.001 per share ("Series B Preferred
Stock") which were purchased by Beacon pursuant to the Preferred Stock Purchase
Agreement dated as of February 3, 1997 by and among the Company, Beacon and
certain other parties (the "Purchase Agreement") (capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement); and

WHEREAS, the Company wishes to sell to Beacon, and Beacon wishes to
purchase from the Company, (i) shares of the Company's Series C Convertible
Preferred Stock, par value $.001 per share ("Series C Preferred Stock"), (ii)
Warrant No.1 ("Warrant No. 1") of the Company to purchase 3.500,000 shares of
the Company's Common Stock (as defined below) and (iii) Series B Warrant of the
Company (the "Series B Warrant" and, together with Warrant No.1, the "Warrants")
to purchase additional shares of the Company's Common Stock (the shares of
Common Stock for which the Warrants are exercisable being referred to herein as
the "Warrant Shares").

ACCORDINGLY, the parties hereto hereby agree a follows:

I. Issuance and Sale of Securities

1.1. The Purchase. At the Closing (as defined in Section 1.3(a)), Beacon
------------
shall purchase (the "Purchase") from the Company and the Company shall sell to
Beacon (i) 2,871,913 shares of Series C Preferred Stock (the "Purchased Shares")
and (ii) the Warrants. The aggregate purchase price (the "Purchase Price") to be
paid by Beacon for the Series C Preferred Stock and the Warrants purchased by it
hereunder is $5,000,000.53 (the "Purchase Price").

1.2. The Closing.
-----------

(a) The closing of the transactions contemplated by this Agreement (the
"Closing') shall take place at the offices of Xxxxxxxx, Xxxxx & Xxxxxxx, P.C.,
0000 00/xx/ Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 a.m., Boulder, Colorado
local time on

December 22, 1997 or on such other date as the parties hereto may agree (the
"Closing Date").

(b) At the Closing, the Company shall deliver to Beacon a certificate or
certificates representing the Purchased Shares, registered in the name of
Beacon. Delivery of such certificate(s) to Beacon shall be made against receipt
of the Purchase Price at the Closing by the Company (i) from Beacon which shall
be paid by wire transfer to an account designated at least one business day
prior to the Closing by the Company.

(i) Xxxxxxxx, Xxxxx & Xxxxxxx, P.C., counsel to the Company, shall
deliver to Beacon its opinion substantially in the form of Exhibit A;

(ii) The Company shall deliver to Beacon copies of the Company's
Amended and Restated Certificate of Incorporation (the "New Certificate of
Incorporation") substantially in the form of Exhibit B attached hereto,
certified by the Assistant Secretary of the Company as true, correct and
complete and in effect as of the Closing;

(iii) Beacon and the Company shall deliver duly executed counterparts
to Amendment No. 1 of even date herewith to the Registration Rights
Agreement (the "Rights Agreement") dated as of February 3, 1997 between the
Company and Beacon substantially in the form of Exhibit C attached hereto
(the "Rights Agreement Amendment");

(iv) Each of the Company and Beacon shall deliver and execute duly
executed counterparts to each of Warrant No.1 and the Series B Warrant,
substantially in the form attached hereto as Exhibits D and E,
respectively;

(v) Each of Beacon, the Company and certain other stockholders of the
Company shall deliver duly executed counterparts to Amendment No.1 of even
date herewith to the Shareholders' Agreement substantially in the form of
Exhibit F attached hereto (such amendment, together with this Agreement,
the Rights Agreement Amendment and the Warrants, the "Documents"); and

(vi) Beacon shall deliver to the Company all certificates representing
Beacon Series B Shares issued thereto as provided in Section 7.14.

1.3. Use of Proceeds. The proceeds to the Company from the sale to Beacon
---------------
of the Purchased Shares shall be applied, first, to repay any amounts
-----
outstanding (including principal, accrued but unpaid interest, fees and
penalties) under that certain Demand Promissory Note of the Company dated as of
November 20, 1997 and that certain

Demand Promissory Note of the Company dated as December 17, 1992, which
payments shall be made at the Closing, and, thereafter, to fund the working
----------
capital needs and certain capital expenditures of the Company. Upon receipt of
such payment Beacon will promptly deliver such notes to the Company marked "paid
in full."

1.4. Repurchase Option. If, in connection with the transactions contemplated
-----------------
by this Agreement, the U.S. Department of Justice or Federal Trade Commission
issues a "second request" under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act
of 0000 (xxx "XXX Xxx") prior to termination of the applicable waiting period
under the HSR Act, upon written notice, Beacon may elect by written notice to
the Company to have the Company repurchase the Purchased Shares and the Warrants
on a date specified in such notice (which shall be at least five days following
delivery of such notice (the "Repurchase Date")) in exchange for a repurchase
price (the "Repurchase Price"), payable in cash, equal to the Purchase Price. If
the Company fails to repurchase the Purchased Shares and the Warrants on or
prior to the Repurchase Date, interest shall accrue on the Repurchase Price at a
rate of twenty percent (20%) per annum (the "Applicable Rate") commencing on the
date set forth in such notice through the date the Repurchase Price, and all
interest accrued thereon, is paid in full. Prior to termination of the
applicable waiting period under the HSR Act, Beacon shall not vote any
securities acquired hereunder.

II. Representations and Warranties of the Company

The Company hereby represents and warrants to Beacon as follows (except as
set forth on the schedules hereto):

2.1. Organization and Good Standing; Power and Authority; Qualifications.
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The Company (a) is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, (b) has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as presently conducted and as proposed to be conducted and (c) has all requisite
power and authority to enter into and carry out the transactions contemplated by
the Documents.

2.2. Authorization of the Documents. The execution, delivery and
------------------------------
performance of each of the Documents has been duly authorized by all requisite
corporate action on the part of the Company, and each of the Documents
constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms except to the extent that
enforceability may be limited by principles of equity, bankruptcy, insolvency or
other similar laws affecting creditors' rights generally.

2.3. Capitalization. The authorized capitalization of the Company
--------------
immediately following the Purchase and the Exchange will consist of:

(a) Preferred Stock. 25,000,000 shares of Preferred Stock, par value $.001
per share ("Preferred Stock"), of which (A) 15,000 shares have been designated
Series A Preferred Stock, (B) 12,532,248 shares have been designated Series B
Preferred Stock, (C) 5,686,387 shares have been designated Series C Preferred
Stock, and (D) 6,766,365 shares of "blank check" preferred stock that have no
designation and none of which have been issued or are outstanding. All of the
shares of Preferred Stock have been validly issued and are fully paid and
nonassessable and free and clear of all mortgages, judgments, claims, liens,
security interests, pledges, escrows, charges or other encumbrances of any kind
or character whatsoever ("Encumbrances"). As of the Closing, 2,871,913 shares of
Series C Preferred Stock (all of which shall be issued to Beacon pursuant to the
Purchase) will be validly issued, outstanding, fully paid and nonassessable and
free and clear of all Encumbrances (other than encumbrances arising under the
Shareholders Agreement, the Rights Agreement or the Documents).

(b) Common Stock. 65,000,000 shares of Common Stock, par value $.0001 per
share ("Common Stock"), of which 7,428,650 shares have been validly issued, and
are outstanding, fully paid and nonassessable and free and clear of all
Encumbrances (other than encumbrances arising under the Shareholders Agreement,
the Rights Agreement or the Documents).

2.4. Authorization and Issuance of Capital Stock. The authorization,
-------------------------------------------
issuance, sale and delivery of the Purchased Shares pursuant to this Agreement
and the authorization, reservation, issuance, sale and delivery of the Warrant
Shares pursuant to the exercise of the Warrants and the shares of Common Stock
issuable upon conversion of the Purchased Shares issued to Beacon hereunder (the
"Conversion Shares") have been duly authorized by all requisite corporation
action on the part of the Company, and when issued, sold and delivered in
accordance with this Agreement or upon conversion of the Purchased Shares or
exercise of the Warrants, the Purchased Shares, the Warrant Shares and the
Conversion Shares will be validly issued and outstanding, fully paid and
nonassessable with no personal liability attaching to the ownership thereof,
free and clear of any Encumbrances, other than Encumbrances, if any, arising as
a result of actions taken by Beacon, and not subject to preemptive or similar
rights of the stockholders of the Company or others that have not been validly
waived. The terms, designations, powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions, of any series of Preferred Stock of the Company
are as stated in the Company's charter, as amended through the Closing Date, and
the Documents.

2.5. Reservation of Shares. The Company has reserved a sufficient number
---------------------
of shares of Common Stock for issuance to Beacon upon the conversion of the
Series C Preferred Stock issued to Beacon in accordance with this Agreement and
exercise of the Warrants in accordance with the terms thereof.

2.6. Financial Statements. The Company has furnished to Beacon the
--------------------
unaudited statements of income, stockholders' equity and cash flows of the
Company for the period commencing January 1, 1997 through October 31, 1997 and
the unaudited balance sheet of the Company as of such date (the "Balance Sheet
Date") and the related unaudited statement of income and cash flows for the
month ended October 31, 1997 (all such financial statements, the "Company
Financial Statements"). The Company Financial Statements (i) are in accordance
with the books and records of the Company, (ii) have been prepared in accordance
with generally accepted accounting principles ("GAAP") consistently applied
(except that such unaudited financial statements do not contain (a) all of the
footnotes required under GAAP or (b) customary year-end adjustments) and (iii)
fairly and accurately present the financial position of the Company and its
consolidated subsidiaries as of the Balance Sheet Date and the results of its
operations and cash flows for the period commencing January 1, 1997 through
October 31, 1997 and for the month ended October 31, 1997, respectively.

2.7. Absence of Undisclosed Liabilities. The Company has no liabilities
----------------------------------
or obligation (whether accrued, absolute, contingent, unliquidated or otherwise
, whether or not known, whether due or to become due and regardless of when
asserted) other than (i) liabilities or obligations reserved against or
otherwise disclosed in the Company Financial Statements, (ii) other liabilities
or obligations that were incurred after October 31, 1997 in the ordinary course
of business consistent (in amount and kind) with past practice (none of which
result from breach of contract, breach of warranty, tort, infringement, claim or
lawsuit) and that do not exceed $10,000 in the aggregate, and (iii) liabilities
or obligations under any contracts listed in the Schedules to this Agreement or
under any contracts that are not required to be disclosed therein (but not
liabilities for breaches thereof).

2.8. Absence of Material Changes. Since October 31, 1997, there has not
---------------------------
occurred any event or condition that has a material adverse effect on the
business, operations, properties, assets, liabilities, condition (financial or
other) or results of operations of the Company and its subsidiaries taken as a
whole (a "Material Adverse Effect") or any event or condition (other than events
or conditions affecting the Company's industry generally and which have been
publicly reported) which could reasonably be expected to have such a Material
Adverse Effect.

2.9. No Conflict. The execution and delivery by the Company of the
-----------
Documents and the consummation by the Company of the transactions contemplated
hereby and thereby and the compliance by the Company with the provisions hereof
and thereof (including, without limitation, the issuance, sale and delivery
hereunder by the Company of the Purchased Shares, the Warrant Shares and the
Conversion Shares) will not (a) (based, in part, on the representations of
Beacon in this Agreement) violate any provision of law, statute, rule or
regulation, or any ruling, writ, injunction, order, judgment or decree of any
court, administrative agency or other governmental body

applicable to it, or any of its properties or assets, (b) conflict with or
result in any breach of any of the terms, conditions or provision of, or
constitute (with due notice or lapse of time, or both) a default (or give rise
to any right of termination, cancellation or acceleration) under, or result in
the creation of any Encumbrance upon any of its properties or assets under, any
contract to which it is a party or (c) violate its certificate of incorporation
or by-laws or other organizational documents.

2.10. Disclosure. Neither this Agreement nor any certificate, instrument
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or written statement furnished or made to Beacon by or on behalf of the Company
in connection with this Agreement contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact which the Company
has not disclosed to Beacon or its counsel in writing and of which the Company
is aware that materially and adversely affects or which could reasonably be
expected to materially and adversely affect the business, financial condition,
operations, property or affairs of the Company or any of its subsidiaries or the
ability of the Company to perform its obligation under the Documents.

2.11. Consents. No permit, authorization, consent or approval of or by,
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or any notification of or filing with, any person (governmental or private) is
required in connection with the execution, delivery and performance by the
Company of the Documents or any documentation relating thereto, the consummation
by the Company of the transactions contemplated hereby or thereby, or the
issuance, sale or delivery to Beacon of the Purchased Shares, the Warrant Shares
and the Conversion Shares, other than (i) filings made under the HSR Act
(including possible additional filings upon exercise of a Warrant) and (ii)
notice to the Company's stockholders of action by written consent as provided in
Section 228 of the Delaware General Corporation Law.

2.12. Use of Proceeds. Except as expressly contemplated by Section 1.3
---------------
of this Agreement, the Company is not required pursuant to any contract or
otherwise to apply the proceeds received from Beacon pursuant to the
transactions contemplated hereby in any specified manner.

2.13. Accuracy of Prior Representations and Warranties. The information
------------------------------------------------
set forth on Schedule 2.13 modifies and updates the applicable schedules to the
Purchase Agreement through the date hereof. Except as Schedule 2.13 modifies the
schedules to the Purchase Agreement, the representations and warranties of the
Company contained in the Purchase Agreement are true and correct in all material
respects on the date hereof as if made on and as of the date hereof, after
giving effect to the transactions contemplated hereby.

III. Representations and Warranties of Beacon

Beacon represents and warrants to the Company as follows as of the date
hereof:

(a) Beacon (or its advisors) is a sophisticated investor with
sufficient financial experience to assess the risks of investing in the
Company and acquiring the Purchased Shares, the Conversion Shares, the
Warrants and the Warrant Shares, and is acquiring the Purchased Shares to
be acquired by it under this Agreement and the Warrants for its own
account, for investment and not with a view to the distribution thereof
within the meaning of the Securities Act. Beacon was not formed for the
purpose of acquiring the Purchased Shares or the Warrants or otherwise
investing in the Company.

(b) Beacon understands that (i) except as provided in the Registration
Rights Agreement dated as of February 3, 1997 by and between the Company
and Beacon (as amended), the Purchased Shares and the Warrants have not
been, and that the Warrant Shares and the Conversion Shares will not be,
registered under the Securities Act or any state securities laws, by reason
of their issuance by the company in a transaction exempt from the
registration requirement thereof, and (ii) the Purchased Shares, the
Warrants, the Warrant Shares and the Conversion Shares may not be sold
unless such disposition is registered under the Securities Act and
applicable state securities laws or is exempt from registration thereunder.

(c) Beacon further understands that the exemption from registration
afforded by Rule 144 (the provision of which are known to such Investor)
promulgated under the Securities Act depends on the satisfaction of various
conditions, and that, if applicable, Rule 144 may afford the basis for
sales only in limited amounts.

(d) Beacon has not employed any broker or finder in connection with
the transaction contemplated by this Agreement.

(e) Beacon is an "Accredited Investor" (as defined in Rule 501(a)
under the Securities Act).

IV. Survival of Representations, Warranties, Agreements and Covenants, etc.

All representations and warranties in the Documents shall survive the
Closing until the earlier of (i) the fifth anniversary of the date hereof and
(ii) the consummation of a Qualified IPO (as defined in the Shareholders'
Agreement) (except to the extent a Claim Notice (as defined in Section 6) shall
have been given prior to such date with respect to a breach of a representation
and warranty, in which case such representation and warranty shall survive until
such claim is resolved and shall in no way

be affected by any investigation or knowledge of the subject matter thereof made
by or on behalf of Beacon; provided, however, that the representations and
--------- -------
warranties set forth in Sections 2.1, 2.2, 2.3, 2.4 and 2.5 shall survive the
Closing indefinitely. All agreements contained herein shall survive indefinitely
until, by their respective terms, they are no longer operative.

V. Expenses

The Company shall pay all of the costs and expenses incurred by it or
on its behalf in connection with this Agreement and the consummation of the
transactions contemplated hereby. The Company shall reimburse Beacon for its
out of pocket fees and expenses (including, without limitation, fees and
disbursements of Beacon's attorneys, accountants and consultants) incurred in
connection with the negotiation and execution of the Documents and the
transactions contemplated thereby.

VI. Indemnification

6.1. General Indemnification. The Company shall, on an after tax basis,
-----------------------
indemnify, defend and hold Beacon, its affiliates, their respective officers,
directors, partners, members, employees, agents, representatives, successors and
assigns (each "Beacon Entity") harmless from and against all Losses (as defined
below) incurred or suffered by a Beacon Entity (whether incurred or suffered
directly or indirectly through ownership of Common Stock or Preferred Stock)
arising or resulting from the breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in any
certificate or other instrument delivered by the Company pursuant hereto
including, without limitation, the Documents. Beacon shall, on an after tax
basis, indemnify, defend and hold the Company, its affiliates, their respective
officers, directors, employees, agents, representatives, successors and assigns
harmless from and against all Losses arising from the breach of any of their
respective representations, warranties, covenants or agreements in this
Agreement or in any certificate or other instrument delivered by them pursuant
hereto, including, without limitation, the Documents. All claims for
indemnification for Losses arising in connection with certificates, instruments
or Documents shall be governed by and subject to this Article VI.

6.2. Indemnification Principles. For purposes of this Article VI, (a)
--------------------------
"Losses" shall mean each and all of the following items: claims, losses
(including, without limitation, losses of earnings of the Company and its
Affiliates) liabilities, obligations, payments, damages (actual, punitive or
consequential), charges, judgments, fines, penalties, amounts paid in
settlement, reasonable costs and expenses (including, without limitation,
interest that may be imposed in connection therewith, costs and expenses of
investigation, actions, suits, proceedings, demands, assessments and fees,
expenses and disbursements of counsel, consultants and other experts); and (b)
each of the

representations and warranties made by any party in this Agreement or in any
certificate or other instrument delivered pursuant hereto, including, without
limitation, the Documents, shall be deemed to have been made without the
inclusion of limitations or qualifications as to materiality or knowledge such
as the words "material adverse effect," "immaterial," "material," "in all
material respects" and "knowledge," "best knowledge" or "knowingly" or words of
similar import. Any indemnification payment by the Company to an Investor
pursuant to this Article VI shall include an additional amount so that such
Investor suffers no Loss as a result of any diminution in the book value of the
stockholder's equity related to its investment under the Agreement as a result
of such indemnification payment. Any payment by the Company to Beacon pursuant
to this Article VI, shall be treated for federal income tax purposes as an
adjustment to the price paid by Beacon for the Series C Preferred Stock and the
Warrants pursuant to this Agreement.

6.3. Claim Notice. A party seeking indemnification under this Article VI
------------
shall, promptly upon becoming aware of the facts indicating that a claim for
indemnification may be warranted, give to the party from whom indemnification is
being sought a claim notice relating to such Loss (a "Claim Notice"). Each Claim
Notice shall specify the nature of the claim, the applicable provision(s) of
this Agreement or other instrument under which the claim for indemnity arises,
and, if possible, the amount or the estimated amount thereof. No failure or
delay in giving a Claim Notice (so long as the same is given prior to expiration
of the representation or warranty upon which the claim is based) and no failure
to include any specific information relating to the claim (such as the amount or
estimated amount thereof) or any reference to any provision of this Agreement or
other instrument under which the claim arises shall affect the obligation of the
party from whom indemnity is sought except to the extent such party is
materially prejudiced thereby.

6.4. Claim Procedure.
---------------

(a) Procedure for Indemnification with Respect to Third-Party Claims. If
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any indemnified party hereunder determines to seek indemnification under this
Article VI with respect to Losses resulting from the assertion of liability by
third parties, such indemnified party shall give notice to the indemnifying
party hereunder within 30 days of such indemnified party becoming aware of any
such Losses or of facts upon which any claim for such Losses will be based; the
notice shall set forth such material information with respect thereto as is then
reasonably available to such indemnified party. In case any such liability is
asserted against such indemnified party, and such indemnified party notifies the
indemnifying party thereof, the indemnifying party will be entitled, if it so
elects by written notice delivered to such indemnified party within 10 days
after receiving such indemnified party's notice, to assume the defense thereof
with counsel satisfactory to such indemnified party, in which case, the
indemnifying party will not be liable to the

indemnified party under this Section 6.4 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
accordance with the following sentence or (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action, in each of which cases the fees and expenses of counsel shall be at the
expense of the indemnifying party. Notwithstanding the foregoing, (i) such
indemnified party shall also have the right to employ its own counsel in any
such case, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless such indemnified party shall reasonably determine
that there is a conflict of interest between or among such indemnified party and
the indemnifying party with respect to such claim, in which case the fees and
expenses of such counsel will be borne by the indemnifying party, (ii) such
indemnified party shall not have any obligation to give any notice of any
assertion of liability by a third party unless such assertion is in writing,
(iii) the rights of such indemnified party to be indemnified hereunder in
respect of any Losses that may or do result from the assertion of liability by
third parties shall not be adversely affected by its failure to give notice
pursuant to the foregoing unless, and, if so, only to the extent that, the
indemnifying party is materially prejudiced thereby, and (iv) the indemnifying
party's obligations to such indemnified party under this Article VI shall not
terminate until such indemnified party's claims have been finally satisfied to
such indemnified party's sole satisfaction. In the event that the indemnifying
party, within 10 days after receipt of the aforesaid notice of a claim
hereunder, fails to assume the defense of such indemnified party against such
claim, such indemnified party shall have the right to undertake the defense,
compromise, or settlement of such action on behalf of and for the account,
expense, and risk of the indemnifying party.

Notwithstanding anything in this Article VI to the contrary, (i) if there
is a reasonable probability that a claim may materially adversely affect such
indemnified party, such indemnified party shall have the right to participate in
such defense, compromise, or settlement and the indemnifying party shall not,
without such indemnified party's written consent (which consent shall not be
unreasonably withheld), settle or compromise any of such claims, or consent to
entry of any judgment in respect thereof unless such settlement, compromise, or
consent includes as an unconditional term thereof the giving by the claimant or
the plaintiff to such indemnified party a release from all liability in respect
of such claim. With respect to any assertion of liability by a third party that
results in any claim for indemnification hereunder, the parties hereto shall
make available to each other all relevant information in their possession
material to any such assertion.

(b) Procedure For Indemnification with Respect to Non-Third Party Claims.
--------------------------------------------------------------------
In the event that an indemnified party asserts the existence of a claim with
respect to Losses (but excluding claims resulting from the assertion of
liability by third parties), it shall

give written notice to the indemnifying party. Such written notice shall state
that it is being given pursuant to this Section 6.4(b), specify the nature and
amount of the claim asserted, and indicate the date on which such assertion
shall be deemed accepted and the amount of the claim deemed a valid claim (such
date to be established in accordance with the next sentence). If the
indemnifying party, within 30 days after the mailing of notice by such
indemnified party, shall not give written notice to such indemnified party
announcing its intent to contest such assertion of such indemnified party, such
assertion shall be deemed accepted and the amount of claim shall be deemed a
valid claim. In the event, however, that the indemnifying party contests the
assertion of a claim by giving such written notice to such indemnified party
within said period, then the parties shall act in good faith to reach agreement
regarding such claim. In the event that litigation shall arise with respect to
any such claim, the prevailing party shall be entitled to reimbursement of costs
and expenses incurred in connection with such litigation including attorney
fees, if the parties hereto, acting in good faith, cannot reach agreement with
respect to such claim within ten days after such notice.

VII. Miscellaneous

7.1. Remedies. In case any one or more of the covenants and/or agreements
--------
set forth in this Agreement shall have been breached by any party hereto,
Beacon, with respect to a breach by the Company, and the Company, with respect
to a breach by Beacon, may proceed to protect and enforce its rights either by
suit in equity and/or by action at law, including, but not limited to, an action
for damages as a result of any such breach and/or an action for specific
performance of any such covenant or agreement contained in this Agreement.

7.2. Transfer Taxes. The Company agrees that it will pay, and will
--------------
hold Beacon harmless from any and all liability with respect to any transfer,
documentary, stamp or other similar taxes that may be determined to be payable
in connection with the execution and delivery and performance of this Agreement,
and that it will similarly pay and hold Beacon harmless from all such taxes in
respect of the issuance of the Purchased Shares, the Warrants, the Warrant
Shares and the Conversion Shares to Beacon, as contemplated by this Agreement.
Notwithstanding the foregoing, the Company shall have no obligation to pay or
hold Beacon harmless with respect to any transfer, documentary, stamp or other
similar taxes that may be determined to be payable in connection with the
transfer by Beacon of Purchased Shares, the Warrants, the Warrant Shares or
Conversion Shares to any other Person.

7.3. Further Assurances. At any time or from time to time after the
------------------
Closing, the Company, on the one hand, and Beacon, on the other hand, agree to
cooperate with each other, and at the request of the other party, to execute and
deliver any further instruments or documents and to take all such further action
as the other party may reasonably request

in order to evidence or effectuate the consummation of the transactions
contemplated hereby relating to the Purchase and to otherwise carry out the
intent of the parties hereunder.

7.4. Successors and Assigns; Assignment. This Agreement shall bind and
----------------------------------
inure to the benefit of the Company, and Beacon, and the respective successors,
permitted assigns, heirs and personal representatives of the Company and Beacon.
In addition, and whether or not any express assignment has been made, except as
otherwise expressly stated in this Agreement, the provisions of Articles II, IV
or VI of this Agreement that are for Beacon's benefit as purchaser or holder of
Series C Preferred Stock, the Warrants, the Warrant Shares or the Conversion
Shares, are also for the benefit of, and enforceable by, any subsequent holder
of such Series C Preferred Stock, the Warrants, the Warrant Shares and/or
Conversion Shares.

7.5. Entire Agreement. This Agreement and the other writings referred to
----------------
herein or delivered pursuant hereto which form a part hereof contain the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.

7.6. Notices. All notices, requests, consents and other communications
-------
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by telecopy, nationally
recognized overnight courier or first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at the address set
forth below or such other address as may hereafter be designated in writing by
such party to the other parties:

(a) if to the Company, to:

Intek Information Inc.
000 00/xx/ Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Chief Executive Officer

with a copy to:

Xxxxxxxx, Xxxxx & Xxxxxxx, P.C.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: G. Xxxxx Xxxxxxxx, Jr.

(b) if to Beacon, to:

The Beacon Group III - Focus Value Fund, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxxxxx

with a copy to:

Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Esq.

All such notices, requests, consents and other communications shall be deemed to
have been given when received.

7.7. Amendments. The terms and provisions of this Agreement may only
----------
be modified or amended, or any of the provisions hereof waived, temporarily or
permanently, pursuant to the written consent of the Company and Beacon.

7.8. Counterparts. This Agreement may be executed in any number of
------------
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

7.9. Headings. The headings of the sections of this Agreement have been
--------
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.

7.10. Nouns and Pronouns. Whenever the context may require, any pronouns
------------------
used herein shall include the corresponding masculine, feminine or neuter
forms, and the singular form of names and pronouns shall include the plural vice
versa.

7.11. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of New York without giving effect to
the principles of conflicts of law. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of the State of New York, the State of Delaware and of the United
States of America, in each case located in the County of New York or the County
of New Castle, Delaware, as applicable, for any action, proceeding or
investigation in any court or

before any governmental authority ("Litigation") arising out of or relating to
this Agreement and the transactions contemplated hereby (and agrees not commence
any Litigation relating thereto except in such courts). Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the laying
of venue of any Litigation arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of New York, the Sate of Delaware
or the United States of America, in each case located in the County of New York
or the County of New Castle, Delaware, as applicable, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such Litigation brought in any such court has been brought
in an inconvenient forum.

7.12. Severability. Whenever possible, each provision of this Agreement
------------
shall be interpreted in such manner as to be effective and valid, but if any
provision of this Agreement is held to be invalid or unenforceable in any
respect, such invalidity or unenforceability shall not render invalid or
unenforceable any other provision of this Agreement.

7.13. Amendment to Purchase Agreement. The parenthetical in Section 4.6(a)
-------------------------------
of the Purchase Agreement is hereby deleted in its entirety and replaced by the
following: "(for the purposes hereof calculated by including (i) outstanding
shares of Series A Preferred Stock, Series B Preferred Stock and Series C
Convertible Preferred Stock, par value $.001 per share, on an as-converted basis
and (ii) shares of Common Stock issuable upon exercise in full of Warrant No.1
and the Series B Warrant of the Company on an as-exercised basis)."

7.14. Transfer of the Beacon Series B Shares and the Series B Warrant. For
---------------------------------------------------------------
so long as the Series B Warrant remains outstanding, Beacon Series B Shares may
only be sold, transferred or otherwise disposed of in connection with the sale,
transfer or other disposition of the Series B Warrant, and if less than the full
Series B Warrant is being sold, transferred or otherwise disposed of, Beacon may
sell, transfer or otherwise dispose of only the percentage of the then
outstanding Beacon Series B Shares equal to the percentage of the Warrant Shares
for which the Series B Warrant is then exercisable for which the portion of the
Series B Warrant being sold, transferred or otherwise disposed of is
exercisable. At the Closing, the Company shall issue to Beacon a certificate
evidencing the Beacon Series B Shares, in exchange for delivery by Beacon of the
certificate previously issued thereto evidencing such shares with stock powers
endorsed in blank, bearing the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE
BEACON SERIES B SHARES WITHIN THE MEANING OF THE SERIES B
WARRANT TO PURCHASE COMMON STOCK OF THE CORPORATION. FOR SO
LONG AS THE SERIES B WARRANT

REMAINS OUTSTANDING, BEACON SERIES B SHARES MAY ONLY BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF IN CONNECTION WITH THE SALE, TRANSFER OR OTHER
DISPOSITION OF THE SERIES B WARRANT, AND IF LESS THAN THE FULL SERIES B
WARRANT IS BEING SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, BEACON MAY
SELL, TRANSFER OR OTHERWISE DISPOSE OF ONLY THE PERCENTAGE OF THE THEN
OUTSTANDING BEACON SERIES B SHARES EQUAL TO THE PERCENTAGE OF THE WARRANT
SHARES FOR WHICH THE SERIES B WARRANT IS THEN EXERCISABLE FOR WHICH THE
PORTION OF THE SERIES B WARRANT BEING SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IS EXERCISABLE.

7.15. Federal Income Tax Treatment. It is intended that the Series C
----------------------------
Preferred Stock be treated as stock that is other than preferred stock for
purposes of Section 305 of the Internal Revenue Code of 1986, as amended, and
the parties hereto agree to treat the Series C Preferred Stock accordingly and
to take no position inconsistent therewith.

IN WITNESS WHEREOF, the parties hereto have duly executed this Purchase
Agreement as of the date first above written.

INTEK INFORMATION INC.

By: /s/ XXXXXXX X. X'XXXXXXX
----------------------------
Xxxxxxx X. X'Xxxxxxx
Chief Executive Officer and President

THE BEACON GROUP III - FOCUS VALUE FUND, L.P.

By: Beacon Focus Value Investors, LLC,
its general partner
By: Focus Value GP, Inc., its member

By: /s/ XXXXXX X. XXXXXXX
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director

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