WITNESSETH

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (the "Agreement"), dated as of December 31,
1996, is by and among SofTech, Inc., a Massachusetts corporation ("SofTech"),
Information Decisions, Inc. ("IDI"), a wholly-owned subsidiary of SofTech
(collectively, the "Buyers"), Computer Graphics Corporation ("CGC"), an Indiana
corporation, and Xxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxx, the stockholders
of CGC (collectively, the "Stockholders").

WITNESSETH

WHEREAS, the Stockholders own of record and beneficially all of the
issued and outstanding capital stock of CGC, consisting of 300 shares of CGC's
common stock, with a par value of -0- per share (the "Shares"), and

WHEREAS, the Stockholders desire to sell all of the Shares to SofTech,
and SofTech desires to acquire all of the Shares.

NOW, THEREFORE, in order to consummate said purchase and sale and in
consideration of the mutual agreements set forth herein, the parties hereto
agree as follows:

Section 1

PURCHASE OF STOCK

1.1 Transfer of Shares. At the Closing, at such time, not later than
December 31, 1996, and at such place, as shall be determined by mutual
agreement of the parties, the Stockholders shall deliver to SofTech, 100% of
the Shares, duly endorsed in blank for transfer or the Shares shall be
delivered to SofTech with stock powers duly executed in blank, together with
all such documents as may be required to effect a valid transfer of such Shares
by Stockholders to SofTech, free and clear of any and all liens, encumbrances,
charges or claims, under Article 8 of the Uniform Commercial Code.

1.2 Consideration for the Shares. In reliance upon the representations
and warranties of the Stockholders herein contained and made, and in full
consideration of the Shares, and subject to the terms hereof, SofTech shall
deliver the consideration set forth below ("Purchase Price"):

(a) Initial Consideration: At the Closing, SofTech shall deliver to the
Stockholders a total of 405,000 shares of SofTech common stock (the "SofTech
Shares"), par value $.10 per share in three equal blocks of 135,000 shares to
each of the Stockholders (the "Initial Consideration").

(b) Additional Consideration: In addition to the Initial Consideration,
not later than 15 days after completion of the internal financial statements of
CGC for the fiscal year ending on December 31, 1997 (the "Determination
Period"), the Stockholders shall receive from SofTech additional SofTech Shares
(the "Additional Consideration"), based on the performance of CGC during the
Determination Period. Such Additional Consideration shall be computed as
follows:

Total Income of CGC for 1997 Total PBT of CGC for 1997 Additional Shares to Each Stockholder
--------------------------------------- ----------------------------------------- -------------------------------------

If Total Income is less than $2,000,000 And, if Total PBT is less than $225,000 Then, no additional Shares

If Total Income is greater than Or, if Total PBT is greater than $224,999 Then each Stockholder shall receive
$1,999,999 and less than $3,000,000 and less than $337,500 35,000 additional shares

If Total Income is greater than Or, if Total PBT is greater than $337,499 Then each Stockholder shall receive
$2,999,999 and less than $3,200,000 and less than $360,000 60,000 additional shares

If Total Income is greater than Or, if Total PBT is greater than $359,999 Then each Stockholder shall receive
$3,199,999 and less than $3,600,000 and less than $405,000 65,000 additional shares

If Total Income is greater than Or, if Total PBT is greater than $404,999 Then each Stockholder shall receive
$3,599,999 70,000 additional shares

The following guidelines shall apply in computing the Additional Consideration:

(1) The Total Income of CGC for 1997 and Total profit before tax,
interest expense and corporate allocations ("PBT") of CGC for 1997 shall
be computed in accordance with Exhibit "A" hereto.

(2) In computing the Additional Consideration, if the Total
Income of CGC for 1997 would result in the Stockholders receiving a
different number of additional shares than Total PBT of CGC for 1997,
then the Stockholders shall receive the greater number of shares. For
example, if Total Income for CGC for 1997 is $3.3 million and Total PBT
for CGC for 1997 is $350,000, then the Stockholders shall receive a total
of 195,000 additional SofTech Shares as Additional Consideration --
65,000 additional shares for each Stockholder.

(3) In no case will Additional Consideration be paid if Total PBT
of CGC for 1997 is less than $150,000, regardless of Total Income of CGC
for 1997.

(4) In the event that the additional SofTech Shares received are
less than the maximum of 70,000 shares per Stockholder, then stock
options shall be issued to each Stockholder for the shortfall. The
exercise price of such stock options shall be the closing price on the
date the options are issued. No stock options shall be issued if the
Total PBT of CGC for 1997 is a loss.

The right to receive the Additional Consideration is not assignable by any of
the Stockholders, except by operation of law.

1.3 The Stockholders shall have the right to require SofTech to
repurchase the SofTech Shares received by them hereunder (both the Initial
Consideration and the Additional Consideration) if CGC generates both (i) Total
Income in 1997 of at least $3,000,000, and (ii) Total PBT in 1997 of at least
$300,000. The per share purchase price of such a repurchase shall be the
greater of (a) $1.20 per share, or (b) 60% of the closing price for SofTech
Shares as published by NASDAQ on the Closing Date. This right to require
SofTech to repurchase such SofTech Shares shall be exercisable by the
Stockholders on July 1, 1998, and shall extend for 45 days. This right is not
transferable and terminates upon the sale of such SofTech Shares.

1.4 As a material inducement to Buyers to enter into this Agreement,
each of the Stockholders will execute a Non-Competition Agreement in the form
of Exhibit "B" hereto, that will serve to restrict them from competing with
Buyers for a two year period following their departure from CGC.

1.5 The Buyers acknowledge to the following with regard to existing
bank debt and amounts reflected on the balance sheet as "Due to" and "Due from"
the Stockholders:

(a) The Buyers will advance sufficient funds to CGC on the
Closing Date to enable CGC to pay off all amounts due to the National
Bank of Indianapolis by CGC in full on the Closing Date, and to cause the
personal guarantees of each of the Stockholders to such lender to be
released. CGC shall continue to make scheduled payments as required under
this credit facility through the Closing Date.

(b) It is understood that the account identified as "Due from
Officers" in the amount of $69,179.32 as of October 31, 1996 is not a
recoverable asset and will be written off prior to the Closing Date net
of the $4,000 owed to the same Stockholder and included under the account
identified as "Note Payable-Stockholders on the October 31, 1996 balance
sheet. This $4,000 payable will be assumed by the Stockholders or
forgiven prior to the Closing.

(c) The account identified as "Note Payable-Stockholders" in the
amount of $152,635 as of October 31, 1996 is composed of the following
obligations:

Payee Amount Due Interest Rate
------------- ---------- -------------

Xxxxxx Xxxxx $ 100,000 12%
Xxxxxxx Xxxxx 2,635 12%
Xxxxx Xxxxx 36,000 12%
Xxxx Xxxxx 4,000 12%
Xxxxxxx Xxxxx 10,000 12%
---------
Total 152,635

Each of the above obligations except for the Xxxx Xxxxx indebtedness as
detailed in Section 1.5 (b) above and the $10,000 note due to Xxxxxxx
Xxxxx which was repaid in full in November 1996 shall continue to be paid
by CGC when due. The repayment schedule of the Xxxxxx Xxxxx note in the
amount of $100,000 shall be as follows: $50,000 on the Closing Date and
the remaining principal and interest paid on a monthly basis over the
following 24 months. There will be no change in any of the other terms of
note payable agreements.

1.6 The Buyers shall enter into a Severance Agreement with each of the
Stockholders, in the form of Exhibit "C" hereto, which shall provide them with
an agreed upon cash payment during the three year period following the Closing
Date in the event their employment is terminated for any reason other than
voluntary resignation or termination for fraud or theft. This Severance
Agreement shall also define the minimum annual compensation for the three
Stockholders during that three year time period while they are employed. The
Severance Agreement is specifically not an Employment Agreement. Each of the
Stockholders will be an employee at will.

1.7 SofTech shall loan Xxxx Xxxxx the sum of $110,000 at the Closing.
Such loan will be evidenced by a promissory note in the form of Exhibit "D"
hereto. The note shall be for a four year term, and shall bear interest at the
minimum rate required to avoid imputed interest from the IRS. Xxxxx' SofTech
Shares shall be pledged to secure this loan, and otherwise this loan shall be a
non-recourse obligation.

1.8 Post Closing Adjustment. SofTech intends to dispose of the 540,000
shares of Data Systems Network Corporation ("DSN") either through distribution
or sale as soon as possible following the registration of such shares with the
Securities and Exchange Commission. Buyers and Stockholders agree that the
transaction contemplated by this Agreement was negotiated with the assumption
that the DSN shares would be distributed prior to the completion of this
Agreement. In that this distribution of DSN shares or proceeds from the
disposal of such shares to the SofTech shareholders will occur after the close
of this Agreement, the Stockholders hereby agree as follows with regard to such
distribution:

(a) Upon the distribution to the SofTech shareholders of the DSN
shares or the proceeds from the disposal of such shares, the Stockholders
agree to execute a promissory, non-interest bearing, note to the Company
in the amount equal to the net proceeds received by Stockholders from
either their sale of such shares or from a cash distribution related to
the Company's disposal of such shares. Such note shall be payable
immediately upon receipt of such proceeds to Stockholders. Taxes or any
other expenses which may arise related to the Stockholders receipt of
such distribution will be borne by the Company so long as the net
proceeds are remitted in accordance with this Section 1.8 (a).

(b) In the event Stockholders sell, transfer or dispose of any or
all of their SofTech shares prior to the distribution of DSN shares or
proceeds from the Company's disposal of DSN shares, Stockholders shall
remit to the Company the value of their pro rata share of the DSN shares
that remain on the SofTech balance sheet on the day Stockholders sell,
transfer or dispose of their SofTech shares. Such remittance shall be
calculated as follows: Number of SofTech shares sold divided by number of
SofTech shares outstanding times market value of the DSN shares.

1.9 Tax-Free Stock-for-Stock Exchange; Tax Returns. Each of the parties
hereto shall use their best efforts to cause the transactions that are
contemplated herein to be a treated as a tax-free "reorganization" within the
meaning of Section 368(a)(1)(B) of the Internal revenue Code ("Code") and shall
report the transactions as such in all federal, state and local tax returns
filed after the Closing Date.

Article 2

REPRESENTATIONS AND WARRANTIES OF CGC AND STOCKHOLDERS

2.1 Making of Representations and Warranties. As a material inducement
to Buyers to enter into this Agreement and consummate the transactions
contemplated hereby, CGC and the Stockholders hereby make to Buyers the
representations and warranties contained in this Section 2.

2.2 Organization and Qualification of CGC. CGC is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Indiana with full corporate power and authority to own or lease its properties
and to conduct its business in the manner and in the places where such
properties are owned or leased or such business is currently conducted. The
copies of CGC's Articles of Incorporation and Bylaws, as amended to date, that
have been made available to Buyers are complete and correct, and no amendments
are pending or contemplated.

2.3 Subsidiaries. CGC has no subsidiaries and does not own any
securities issued by, and has not loaned any funds to, any other business
organization or governmental authority.

2.4 Capital Stock of CGC. The authorized capital stock of CGC consists
of 1,000 shares of common stock, of which 400 shares are duly and validly
issued and 300 shares are outstanding, and such outstanding shares are free and
clear of all claims, liens or encumbrances of any sort. The other 100 shares
issued but not outstanding are treasury shares repurchased by the CGC. There
are 600 shares unissued. None of the shares have been issued in violation of
any state or federal law. There exists a Stockholder Agreement between the
Stockholders, and a copy of such agreement is attached hereto as Schedule 2.4.
There are no other voting trusts, voting agreements, proxies or other
agreements, instruments or undertakings with respect to the Shares to which CGC
or the Stockholders are a party.

2.5 Authority. The execution, delivery and performance of this
Agreement by CGC does not and will not: (a) violate any provision of the
Articles of Incorporation or bylaws; (b) violate any laws of the United States,
or any state or other jurisdiction applicable to CGC or require CGC to obtain
any approval, consent or waiver of, or make any filing with, any person or
entity that has not been obtained or made; and (c) result in a breach of,
constitute a default under, accelerate any obligation under, or give rise to a
right of termination of any contract, agreement, or lease to which CGC is a
party.

2.6 Status of Tangible Property.

(a) No Real Property Owned. CGC does not currently, nor has CGC ever in
the past, owned any real property.

(b) Leased Real Property. All real property leased by CGC as tenant or
lessee is listed on Schedule 2.6(b). Copies of all the leases have been made
available to the Buyers and are complete, accurate, true and correct. Each of
such leases is in full force and effect on the terms set forth therein and has
not been modified, amended or altered, in writing or otherwise, except as noted
on Schedule 2.6(b).

(c) Personal Property. A complete list of machinery, equipment,
furniture, fixtures, leasehold improvements and all other tangible personal
property owned or leased by CGC is listed on Schedule 2.6(c). CGC has good and
valid, legal title to all of the personal property owned by it and all of its
equipment leases are valid and no default exists under any such lease.

2.7 Financial Statements.

(a) The Buyers have received the following CGC financial statements,
copies of which are attached hereto as part of Schedule 2.7: balance sheets as
of December 31, 1995, October 31, 1996 and November 30, 1996; statements of
income for the twelve months ended December 31, 1995, ten months ended October
31, 1996, and the month ended November 30, 1996. Said financial statements (i)
are true, accurate and correct, in all material respects, (ii) have been
prepared on a consistent basis during the periods covered thereby, and (iii)
present fairly the financial condition of CGC at the dates of said statements
and the results of its operations for the periods covered thereby, except for
the exclusion of footnotes and subject to normal recurring year-end
adjustments. The balance sheet of CGC as of December 31, 1995 is hereafter
referred to as the "Base Balance Sheet".

(b) All of the liabilities of CGC as of October 31, 1996 are reflected
in the financial statements that have been provided to Buyers or in Schedules
that have been furnished to Buyers hereunder, including, without limitation,
Schedule 2.7(b). From October 31, 1996 through the close of this transaction no
additional liabilities have arisen other than in the ordinary course of
conducting the business.

2.8 Taxes.

(a) CGC has paid or caused to be paid all federal, state, local,
foreign and other taxes, including, without limitation, income taxes, estimated
taxes, alternative taxes, excise taxes, sales taxes, use taxes, value-added
taxes, gross receipts taxes, capital stock taxes, franchise taxes, employment
and payroll related taxes, withholding taxes, property taxes, whether or not
measured in whole or part by net income, and all deficiencies, or other
additions to tax, interest, fines and penalties owed by it (collectively,
"Taxes") required to be paid by it through the date hereof, whether disputed or
not.

(b) CGC has, in accordance with applicable law, filed all federal,
state, local and foreign tax returns required to be filed by it through the
date hereof, and all such returns correctly and accurately set forth the amount
of any Taxes relating to the applicable period. Schedule 2.8(b) lists all
federal, state, local and foreign income tax returns filed by CGC for the
fiscal year ended December 31, 1995 with notation as to those returns that have
been audited or are currently being audited. CGC has made available to Buyers a
complete and correct copy of each of those returns listed and all examination
reports and statements of deficiencies assessed against or agreed to by CGC
with respect to such returns.

2.9 Accounts Receivable. To the knowledge of Stockholders, all of the
accounts receivable of CGC are valid and enforceable claims, fully collectible
and subject to no setoff or counterclaim; provided, however, that the
Stockholders are not guaranteeing the collectibility of any of the accounts
receivable of CGC.

2.10 Absence of Certain Changes. Since the date of the Base Balance
Sheet, except as disclosed on Schedule 2.10, there has not been:

(a) any material adverse change in the financial condition,
properties, assets, liabilities, business or operations of CGC, taken as
a whole;

(b) any contingent liability incurred by CGC as guarantor or
otherwise with respect to the obligations of others or any cancellation
of any debt or claim owing to, or waiver of any right of CGC, other than
in the ordinary course of business;

(c) any obligation or liability of any nature incurred by CGC,
whether accrued, absolute, contingent or otherwise, asserted or
unasserted, other than obligations and liabilities incurred in the
ordinary course of business;

(d) any purchase, sale or other disposition, or any agreement or
other arrangement for the purchase, sale or other disposition, of any
assets of CGC other than in the ordinary course of business;

(e) any direct or indirect redemption, purchase or other
acquisition by CGC of its own capital stock;

(f) any claim of unfair labor practices involving CGC; any change
in compensation by CGC to any officers, employees, agents or independent
contractors other than normal merit increases in accordance with its
usual practices, or any bonus payment or arrangement made to or with any
of such officers, employees, agents or independent contractors except for
the 1996 year-end cash bonuses of $50,000 to each of the Stockholders,
and 1996 year-end cash bonuses to the non-Stockholder employees of CGC in
the approximate aggregate amount of $8,000;

(g) any payment or discharge of a lien or liability of CGC which
was not shown on the Base Balance Sheet or incurred in the ordinary
course of business thereafter;

(h) any change in accounting methods or practices, credit
practices or collection policies used by CGC; or

(i) any agreement or understanding, whether in writing or
otherwise, for CGC to take any of the actions specified in paragraphs (a)
through (h) above.

2.11 Contracts. CGC has made available to Buyers copies of all material
contracts, commitments, agreements and licenses to which CGC is a party. To the
knowledge of Stockholders, CGC is not in default under any of such contracts,
commitments, agreements or licenses, and none of the Stockholders have any
knowledge of conditions or facts which with notice or passage of time, or both,
would constitute default. To the knowledge of Stockholders, no other party to
any such contract, commitment, agreement or license is in default thereunder,
and none of the Stockholders have any knowledge of conditions or facts which
with the notice or passage of time, or both, would constitute a default.

2.12 Litigation. There is no litigation or governmental or
administrative proceeding or, to the knowledge of Stockholders investigation,
pending against CGC or threatened against CGC which would have a material
adverse effect on CGC's assets, prospects, financial condition or business or
which would prevent or hinder the consummation of the transactions contemplated
by this Agreement.

2.13 Compliance with Laws. To the knowledge of Stockholders, CGC is in
compliance in all material respects with all applicable statutes, ordinances,
orders, rules and regulations promulgated by any federal, state, municipal or
governmental authority which apply to the conduct of its business, and CGC has
not received notice of a violation or alleged violation of any such statute,
ordinance, order, rule or regulation which is currently pending.

2.14 Powers of Attorney. Neither CGC or the Stockholders (with respect
to the Shares, and except for any durable power of attorney to become effective
on such Stockholder's incapacity), has granted powers of attorney that are
presently outstanding.

2.15 Corporate Records. The corporate record books of CGC record all
material corporate action of CGC that have been taken by its Stockholders and
board of directors and committees thereof. The copies of the CGC corporate
records delivered or made available to Buyers are true and complete copies of
the originals of such documents.

2.16 Employee Benefit Plans. Schedule 2.16 lists all Employee Benefit
Plans that have been provided by CGC to its employees during the three year
period ending on the Closing Date. CGC has made available to Buyers copies of
all documents in the possession of CGC embodying or governing such Plans
including Plan descriptions, IRS Forms and schedules, IRS determination
letters.

2.17 Environmental Matters. CGC has never generated, transported, used,
stored, treated, disposed of or managed any Hazardous Waste. No Hazardous
Material has ever been or is threatened to be spilled, released or disposed of
by or on behalf of CGC at any site presently or formerly owned, operated,
leased or used by CGC, or has ever come to be located in the soil or
groundwater at any such site. CGC has no liability under, nor has it ever
violated, any Environmental Law.

2.18 Directors, Officers, Employees and Suppliers.

(a) Schedule 2.18(a) is a true and complete list of all current
directors and officers of CGC and includes current job title and aggregate
annual compensation of each such individual for the year ended December 31,
1995 and for the period from January 1, 1996 to the Closing Date. True and
complete copies of compensation plans and any other applicable agreements
related to these individuals have also been provided to Buyers.

(b) Schedule 2.18(b) is a true and complete list of the suppliers of
CGC to whom CGC has made payment, or is expected to make payment, aggregating
$5,000 or more during or with respect to the fiscal year ended December 31,
1995 showing with respect to each, the name, address and dollar volume
involved. The Schedule also details the same information in comparative form
for the period from January 1, 1996 to October 31, 1996.

2.19 Disclosure. The representations, warranties and statements
contained in this Agreement and in the certificates, exhibits and schedules
delivered by CGC and the Stockholders to Buyers pursuant to this Agreement do
not contain any untrue statement of a material fact, and, when taken together,
do not omit to state a material fact required to be stated therein or necessary
in order to make such representations, warranties or statements not misleading
in light of the circumstances in which they were made.

2.20 Employees and Labor Matters.

(a) CGC employees 23 full-time employees and 2 part-time employee and
generally enjoys a good employer-employee relationship. Schedule 2.20(a) sets
forth the name, position, pay rate, full-time or part-time status, date of hire
and exempt or non-exempt status of each of CGC's employees.

(b) Schedule 2.20(b) is a list of all employees that have terminated
employment with CGC over the last 24 months with a brief description of the
circumstances of such termination.

(c) CGC is not delinquent in payments to any of its employees, past or
present, for any wages, salaries, commissions, bonuses or other direct
compensation for any services provided or amounts required to be reimbursed.
There are no workers' compensation or other similar claims filed against CGC,
and none of the Stockholders knows of any injury or other event that may give
rise to any such claim. There are no charges of employment discrimination or
unfair labor practices that have been filed against or involving CGC. There are
no grievances, complaints, or charges that have been filed against CGC. To the
knowledge of the Stockholders, CGC is, and has been at all times since its
effective date, in compliance with the requirements of the Immigration Reform
Control Act of 1986. To the knowledge of Stockholders, CGC's payroll systems
and classification of employees is and for 18 months prior to the Closing has
been consistent with and in compliance with the requirements of the Fair Labor
Standards Act, as amended, and any and all applicable state minimum wage and
overtime laws.

2.21 Customers and Distributors.

(a) Schedule 2.21(a) sets forth any representative, distributor or
direct customer who accounts for more than $10,000 of revenue for each of
fiscal year ended December 31, 1994, December 31, 1995 and the period from
January 1, 1996 to the Closing Date. The Schedule shall include customer name,
dollar amount purchased, and present status of the account.

(b) Schedule 2.21(b) sets forth the customers for which CGC has
performed ProEngineer related services over the last two year period.

Article 3

REPRESENTATIONS AND WARRANTIES OF SOFTECH AND IDI

Making of Representations and Warranties. As a material inducement to
Stockholders and CGC to enter into and to consummate the transactions
contemplated by this Agreement, SofTech and IDI hereby represent and warrant to
Stockholders the following:

3.1 Organization and Standing; Articles and By-Laws. SofTech and IDI
are duly organized, validly existing and in good standing under the Laws of the
States of Massachusetts and Michigan, respectively, with full corporate power
and authority to own or lease their respective properties and to conduct their
respective businesses in the manner and in the places where such properties are
owned or leased or such businesses are conducted by them. Each of Buyers is
qualified to do business and is in good standing as a foreign corporation in
all jurisdictions in which the nature of the activities conducted by it or the
character of the assets owned or leased by it makes such licensing or
qualification necessary, except where failure so to be qualified would not have
material adverse effect on Buyers. IDI is a wholly-owned subsidiary of SofTech.
Complete and correct copies of the certificate and articles of incorporation
and by-laws of SofTech have been delivered to Stockholders, and no changes
therein will be made subsequent to the date hereof and prior to the Closing
Date.

3.2 Corporate Power. SofTech and IDI have the full right, authority and
power to enter into this Agreement and each agreement, document and instrument
to be executed and delivered pursuant to this Agreement and to carry out the
transactions contemplated hereby, including, without limitation, to issue and
deliver to Stockholders the SofTech Shares pursuant to this Agreement.

3.3 Capitalization. The authorized capital stock of SofTech consists of
(i) 10,000,000 shares of one class of Common Stock, of which 4,613,933 shares
are issued and 4,170,776 are outstanding. All such issued and outstanding
shares of stock have been duly authorized and validly issued, and are fully
paid and nonassessable. SofTech has reserved (i) 405,000 shares of SofTech
Common Stock for issuance to the Stockholders as Initial Consideration pursuant
to this Agreement, and (ii) 210,000 shares of SofTech Common Stock for issuance
to Stockholders as Additional Consideration pursuant to this Agreement. There
are no other options, warrants, conversion privileges or other rights presently
outstanding to purchase or otherwise acquire any authorized but unissued shares
of capital stock or other securities of SofTech that have not been disclosed in
the Form 10-K filed with the Securities and Exchange Commission for the year
ended May 31, 1996.

3.4 Authorization. All corporate action on the part of each of the
Buyers, their respective directors and stockholders necessary for the
authorization, execution, delivery and performance of this Agreement by the
Buyers, the authorization, issuance and delivery of the Initial Consideration
and the Additional Consideration to Stockholders and the performance of the
Buyers' obligations hereunder has been taken. This Agreement, when executed and
delivered by each of the Buyers, shall constitute a valid and binding
obligation of each of the Buyers enforceable in accordance with its terms.

3.5 Stock. The SofTech Common Stock to be issued and delivered to
Stockholders as Initial Consideration and Additional Consideration has been
duly authorized and will be, when issued, duly authorized, validly issued,
fully paid, non-assessable, and free and clear of all liens, encumbrances,
charges or claims, under Article 8 of the Uniform Commercial Code or otherwise,
subject to restrictions on resale under the Securities Act of 1933, as amended.

3.6 Financial Statements. The audited financial statements of SofTech
for the twelve (12) months ended May 31, 1996 and the unaudited financial
statements of SofTech for the six (6) months ended November 30, 1996, attached
hereto as Exhibit "E", present fairly the financial condition of SofTech as of
the dates thereof and the results of operations and cash flow of SofTech for
the periods covered thereby, all in conformity with generally accepted
accounting principles applied on a consistent basis through the entire period
involved, except for the exclusion of footnotes and subject to normal recurring
year-end adjustments. There has been no material change in the accounting
policies of SofTech since January 1, 1994.

3.7 SofTech Reports. SofTech's Annual Report on Form 10-K for the
fiscal year ended May 31, 1996 and its Quarterly Report of Form 10-Q for the
fiscal quarter ended August 31, 1996 do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made in light of the circumstances under which they were made, not
misleading.

3.8 No Material Adverse Change. Since May 31, 1996, (i) there has not
been any material adverse change in the business, properties, business
prospects, conditions (financial or otherwise) or results of operations of
SofTech, taken as a whole, and (ii) SofTech has not incurred, nor will it incur
prior to the Closing, any material liabilities or obligations, direct or
contingent, nor has it entered into, nor will it enter into, any material
transaction, other than in the ordinary course of business or pursuant to this
Agreement and the transactions referred to herein except as disclosed in the
Form 10-K filing with the Securities and Exchange Commission for the year ended
May 31, 1996.

3.9 No Actions or Proceeding. There is no private or governmental
action, suit, proceeding, claim, arbitration or investigation pending before
any agency, court or tribunal, foreign or domestic, or, to the knowledge of
Buyers, threatened against SofTech or any of its subsidiaries or properties, or
any of its officers or directors (in their capacities as such), that,
individually or in the aggregate, could have a material adverse effect on
SofTech. There is no judgment, decree or order against SofTech, or, to the
knowledge of Buyers, any of its directors or officers (in their capacities as
such), that could prevent, injure, alter or delay any of the transactions
contemplated by this Agreement, or that could have a material adverse effect on
SofTech. There is no agreement, judgment, injunction, order or decree binding
upon SofTech which has or could have the effect of prohibiting or impairing any
current business practice of SofTech, any acquisition of property by SofTech or
the conduct of business by SofTech as currently conducted.

3.10 Governmental Licenses and Permits. To the knowledge of SofTech,
SofTech has (i) all governmental licenses, permits, consents, orders, approvals
and other authorizations necessary to carry on its business as presently
conducted, (ii) complied in all material respects with all laws, regulations
and orders applicable to it or its business, and (iii) performed all material
obligations required to be performed by it and is not in default, under any
contract or other instrument to which it is a party or by which its property is
bound or affected where such default could reasonably be expected to have a
material adverse effect on its business. To the knowledge of SofTech, no other
party under any contract or other instrument to which SofTech is a party is in
default in any respect thereunder where such default could reasonably be
expected to have a material adverse effect on the business of SofTech. SofTech
is not, nor at the Closing Date will it be, in violation of any provision of
its articles of incorporation or by-laws.

3.11 No Consents or Approvals; No Conflicts.

(a) No consent, approval authorization, license or order of, or any
filing, registration or declaration or application with, any court or
governmental agency or body is required for the consummation by SofTech of the
transactions on its part herein contemplated, except such as have been obtained
or shall be obtained prior to the Closing.

(b) The performance of this Agreement and the consummation of the
transactions contemplated hereby will not result in the creation or imposition
of any lien, charge or encumbrance upon any of the assets of SofTech pursuant
to the terms or provisions of, or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or give any other party
a right to terminate any of its obligations under, or result in the
acceleration of any obligation under, SofTech's articles of incorporation or
by-laws, any indenture, mortgage, deed of trust, voting trust agreement, loan
agreement, bond, debenture, note agreement or other evidence of indebtedness,
lease, contract or other agreement or instrument to which SofTech is a party or
by which it or any of its properties is bound or affected, or violate or
conflict with any judgment, ruling, decree, order, application, filing,
declaration, license, registration, statute, rule or regulation of any court or
other governmental agency or body applicable to the business or properties of
SofTech, in any such case where it would have a material adverse effect on
SofTech.

3.12 Absence of Undisclosed Liabilities. SofTech has no obligations or
liabilities of any nature (matured or unmatured, fixed or contingent) other
than (i) those set forth or adequately provided for in the SofTech Balance
Sheet dated May 31, 1996, a true, correct and complete copy of which has been
provided to Stockholders (the "SofTech Balance Sheet"), (ii) those incurred in
the ordinary course of business and not required to be set forth in the SofTech
Balance Sheet under generally accepted accounting principles, and (iii) those
incurred in the ordinary course of business since the SofTech Balance Sheet
Date and consistent with past practice.

3.13 No Material Misstatement or Omission. None of the representations
or warranties made by either of the Buyers herein or in any Schedule hereto, or
certificate furnished by Buyers pursuant to this Agreement, when all such
documents are read together in their entirety, contains or will contain at the
Closing Date any untrue statement of a material fact, or omits or will omit at
the Closing Date to state any material fact necessary in order to make the
statements contained herein or therein, in the light of the circumstances under
which made, not misleading.

Article 4

INDEMNIFICATION

4.1 Indemnification by the Stockholders. Each Stockholder jointly and
severally agrees to indemnify and hold SofTech, IDI and CGC and their
respective subsidiaries, officers, directors, partners or employees harmless
from and against any damages, liabilities, losses, taxes or expenditures of any
kind or nature whatsoever which may be sustained or suffered by any of them
arising out of or based upon any of the following:

(a) fraud, intentional misrepresentation or deliberate or wilful
breach of any representations, warranties or covenants under this
Agreement or in any agreement, certificate, schedule or exhibit delivered
pursuant hereto; or

(b) Any other breach of any representation, warranty or covenant
under this Agreement or in any agreement, certificate, schedule or
exhibit delivered pursuant hereto, or reason of any claim, action or
proceeding asserted or instituted growing out of any matter or thing
constituting a breach of such representation, warranty or covenant.

4.2 Indemnification by SofTech and IDI. SofTech and IDI jointly and
severally agrees to indemnify and hold each of the Stockholders harmless from
and against any damages, liabilities, losses, taxes or expenditures of any kind
or nature whatsoever which may be sustained or suffered by any of them arising
out of or based upon any of the following:

4.3 Notice and Defense of Claims. In the event of a claim arising under
the indemnification provisions detailed above, the party making the claim shall
do so in writing to the person or persons responsible for the indemnification.
The party receiving such claim has 30 days to review written notification and
either agree the claim is valid or to dispute such claim. In the event of
agreement with the validity of such claim payment shall be made within 45 days
of receipt of notification. In the event of a dispute with regard to the claim,
the person or persons so disputing must do so in writing within 30 days of
receipt of notification.

4.4 Liability Threshold. Anything in this Agreement to the contrary
notwithstanding, the Buyers, CGC (and those persons and entities claiming
through them under Section 4.1) shall not make any claim against the
Stockholders for any breach of representations and warranties or of any
covenant or agreement under this Agreement with respect to any such breaches,
unless the amount of the loss for such breaches shall exceed in the aggregate
the threshold amount of $50,000.

4.5 Exclusive remedy; No Personal Liability. Anything in this Agreement
to the contrary notwithstanding, the exclusive remedy of the Buyers, CGC and
any person or entity claiming through them with respect to any alleged breach
of any representation, warranty or covenant made in this Agreement shall be to
offset against the SofTech Shares that are distributed to the Stockholders as
Initial Consideration and Additional Consideration, and the Stockholders shall
not be personally liable for any amounts hereunder.

4.6 Dispute Resolution. To the extent feasible, the parties hereto
desire to resolve any controversies or claims arising out of or relating to
this Agreement and the agreements contemplated hereby through discussions and
negotiations between each other. The parties initially shall attempt to resolve
any disputes, controversies or claims arising out of or relating to this
Agreement or any of the agreements contemplated hereby by face-to-face
negotiation with the other parties. In the event that, after good faith
discussions, such controversies or claims cannot be resolved solely between the
parties, the parties shall refer such dispute, controversy or claim to a third
party, who is mutually agreeable to the parties, for resolution by mediation.

4.7 Survival of Representations and Warranties. All representations,
warranties, covenants and agreements of the parties contained in this Agreement
or any certificate, document or other instrument delivered in connection
herewith, shall survive for a period of twelve (12) months after the Closing
Date.

Article 5

REGISTRATION RIGHTS

5.1 Registration on Form S-3. Following the issuance of the SofTech
shares pursuant to this Agreement, SofTech shall use its best efforts to cause
a registration statement under the Securities Act of 1933, as amended, to be
filed with the Securities and Exchange Commission on Form S-3 (or a
substantially equivalent successor form) with respect to such SofTech shares.
SofTech shall bear the expenses associated with registering such shares.

5.2 Registration Rights Agreement. At the Closing the Buyers and the
Stockholders shall enter into a Registration Rights Agreement in the form of
Exhibit "F"hereto.

Article 6

OTHER INFORMATION

6.1 Governing Law. This Agreement shall be construed under and governed
by the internal laws of the Commonwealth of Massachusetts.

6.2 Stockholders' Representative.

(a) In order to efficiently administer the waiver of any condition or
right of the Stockholders and the settlement of any dispute arising under the
Agreement, or any other document or agreement executed in connection with the
Closing or the transactions contemplated by this Agreement, the Stockholders
hereby designate Xxxx Xxxxx as the representative of the Stockholders (the
"Representative").

(b) The Stockholders hereby authorize the Representative (i) to take
all action necessary in connection with the waiver of any condition to the
obligations of the Stockholders under this Agreement, the waiver of any right
of the Stockholders hereunder, or the settlement of any dispute arising
hereunder, (ii) to give and receive all notices required to be given under this
Agreement and (iii) to take any and all action as is contemplated to be taken
by or on behalf of the Stockholders by the terms of this legal proceedings on
behalf of the Stockholders without their consent.

(c) All decisions and actions by the Representative shall be binding
upon all of the Stockholders, and no Stockholder shall have the right to
object, dissent, protest or otherwise contest the same. In the event of the
Representative's death or inability to perform the responsibilities hereunder,
Xxxxxx Xxxxx and Xxxxxxx Xxxxx shall fill such vacancy.

6.3 Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date delivered, if delivered in person or by overnight courier
service, or three (3) days after the date mailed, if mailed first-class,
postage prepaid, or certified mail, return receipt requested, as follows (or at
such other address as may be furnished in writing by the parties to the other
parties by like notice):

To SofTech and IDI:
Information Decisions, Inc.
0000 Xxxxx Xxxx Xxxxx, X.X.
Xxxxx Xxxxxx, XX 00000
Attn: President and CEO

To the Stockholders:
Computer Graphics Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx

6.4 Entire Agreement. This Agreement, including the Schedules and
Exhibits referred to herein and the other writings specifically identified
herein or contemplated hereby, is complete, reflects the entire agreement of
the parties with respect to its subject matter, and supersedes all previous
written of oral negotiations, commitments and writings. All inducements to the
making of this Agreement relied upon by either party have been expressed
herein.

6.5 Assignability. This Agreement may not be assigned by the
Stockholders without the prior written consent of SofTech and IDI. This
Agreement shall be binding upon and enforceable by, and shall inure to the
benefit of, the parties hereto and their respective successors and permitted
assigns. No right hereunder shall be created in any person or entity not a
party to this Agreement, it being the express intention of the parties hereto
that no third party beneficiary rights shall be created or implied by virtue of
this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed by their duly authorized representatives as of the
date set forth above.

SOFTECH, INC.

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

INFORMATION DECISIONS, INC.

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

COMPUTER GRAPHICS CORPORATION

By: /s/ Xxxx Xxxxx
Xxxx Xxxxx
President

Stockholders:

/s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
Xxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx

NONCOMPETITION AGREEMENT

Agreement dated as of December 31, 1996, between Information Decisions,
Inc. ("IDI"), SofTech, Inc., including all its subsidiaries ( collectively the
"Company") and Xxxx Xxxxx ("Employee").

RECITALS

Whereas, following the acquisition of the stock of Computer Graphics
Corp., ("CGC"), the Employee will be a key person responsible for implementing
a growth plan that is meant to significantly enhance the value of SofTech,
Inc.; and

Whereas, the Employee understands that his specific talents and
capabilities along with those of his fellow shareholders in CGC are the
significant asset the Company is acquiring in the purchase of the stock of CGC;
and

Whereas, the Employee acknowledges he will have access to valuable
confidential and proprietary information; and

Whereas, the Employee recognizes that the Company has a legitimate
interest in preserving the value of the acquired stock and the proprietary
information of CGC by entering into noncompetitiion and confidentiality
agreements with key employees.

Now, therefore, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:

1. Covenant Not to Compete. For two years from the date the Employee
ceases to be employed by the Company for any reason, the Employee will not,
within the areas covered by this Noncompetition Agreement, without the express
written consent of the Company:

(a) become involved with or associated with, either as employee,
principal, partner, officer, director, agent, consultant, or otherwise,
any person, partnership, corporation or other entity engaged in
designing, manufacturing, distributing, offering for sale or selling any
products or services which compete with or are similar to any products or
services designed, manufactured, distributed, offered for sale or sold by
the Company (a "Competitor");

(b) acquire any interest in a Competitor of the Company (except
for wholly passive investments in the equity securities of publicly
traded companies) not in excess of 2% of the outstanding equity
securities of such company;

(c) employ or solicit for employment by someone other than the
Company any person who was an officer or employee of the Company
immediately as of the date hereof or is an officer or employee of the
Company as of the date of the solicitation;

(d) induce or attempt to induce any officer or employee of the
Company to leave the employment of the Company.

2. Areas Covered by this Agreement. The areas covered by this
Noncompetition Agreement include the States of Michigan, Indiana, Texas,
Louisiana, Ohio, Pennsylvania, North Carolina, Virginia, New York, New Jersey,
Delaware, Maryland and Kentucky.

3. Consideration. This Agreement is entered into in connection with
the Company's acquisition of the stock of CGC. In that CGC is a services-only
operation and the Employee is a shareholder and a key member of the entity,
this Agreement is a material inducement by CGC to the Company to complete the
CGC acquisition.

4. Remedies. The parties agree that no adequate remedy at law exists
for the violation of any provision contained in Section 1 hereof and that such
provisions shall be enforceable by specific performance and or other injunctive
relief in addition to any other remedies that may be available. In case any of
the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, any invalidity, illegality,
or unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had been limited or modified (consistent with its general intent) to
the extent necessary so that it shall be valid, legal, and enforceable, or if
it shall not be possible to so limit such invalid or illegal or unenforceable
provisions or part of a provision, this Agreement shall be construed as if such
invalid or illegal or unenforceable provisions or part of a provision had never
been contained herein.

5. Binding Effect. This Agreement shall be binding upon the Employee,
and shall inure to the benefit of and be enforceable by the Company and its
respective successors and assigns.

6. Modification; Waiver. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by all parties
hereto (or their successors). No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver.

7. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Massachusetts.

8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.

9. Exception. The purpose of this Agreement is to protect the value of
the business acquired and to ensure that, in the event the Employee ceases to
be employed by the Company, he does not attempt to solicit employees,
customers, and vendors, or use confidential information obtained during his
employment with CGC or the Company to, in any way, devalue the Company. It is
specifically not meant to restrict the Employee from earning a living in his
chosen field of business administration. Therefore, in the event the Employee
ceases to be employed by the Company he will not be restricted in any way from
obtaining employment in his chosen field so long as his position with such new
employer is not one which competes with the business of the Company.

The Employee acknowledges that this does not, in any way, constitute an
employment agreement and that the Company reserves the right to terminate his
employment at any time with cause or without cause.

IN WITNESS HEREOF, the parties have executed this Agreement on the date
first set forth above.

By: /s/ Xxxx Xxxxx
Xxxx Xxxxx

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

NONCOMPETITION AGREEMENT

Agreement dated as of December 31, 1996, between Information Decisions,
Inc. ("IDI"), SofTech, Inc., including all its subsidiaries ( collectively the
"Company") and Xxxxxxx Xxxxx ("Employee").

RECITALS

Whereas, the Employee acknowledges he will have access to valuable
confidential and proprietary information; and

Now, therefore, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:

(d) induce or attempt to induce any officer or employee of the
Company to leave the employment of the Company.

5. Binding Effect. This Agreement shall be binding upon the Employee,
and shall inure to the benefit of and be enforceable by the Company and its
respective successors and assigns.

7. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Massachusetts.

8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.

9. Exception. The purpose of this Agreement is to protect the value of
the business acquired and to ensure that, in the event the Employee ceases to
be employed by the Company, he does not attempt to solicit employees,
customers, and vendors, or use confidential information obtained during his
employment with CGC or the Company to, in any way, devalue the Company. It is
specifically not meant to restrict the Employee from earning a living in his
chosen field of mechanical engineering. Therefore, in the event the Employee
ceases to be employed by the Company he will not be restricted in any way from
obtaining employment in his chosen field so long as his position with such new
employer is not one which competes with the business of the Company.

IN WITNESS HEREOF, the parties have executed this Agreement on the date
first set forth above.

By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

NONCOMPETITION AGREEMENT

Agreement dated as of December 31, 1996, between Information Decisions,
Inc. ("IDI"), SofTech, Inc., including all its subsidiaries ( collectively the
"Company") and Xxxxxx Xxxxx ("Employee").

RECITALS

Whereas, the Employee acknowledges he will have access to valuable
confidential and proprietary information; and

Now, therefore, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:

(d) induce or attempt to induce any officer or employee of the
Company to leave the employment of the Company.

5. Binding Effect. This Agreement shall be binding upon the Employee,
and shall inure to the benefit of and be enforceable by the Company and its
respective successors and assigns.

7. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Massachusetts.

8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one agreement.

9. Exception. The purpose of this Agreement is to protect the value of
the business acquired and to ensure that, in the event the Employee ceases to
be employed by the Company, he does not attempt to solicit employees,
customers, and vendors, or use confidential information obtained during his
employment with CGC or the Company to, in any way, devalue the Company. It is
specifically not meant to restrict the Employee from earning a living in his
chosen field of mechanical engineering. Therefore, in the event the Employee
ceases to be employed by the Company he will not be restricted in any way from
obtaining employment in his chosen field so long as his position with such new
employer is not one which competes with the business of the Company.

IN WITNESS HEREOF, the parties have executed this Agreement on the date
first set forth above.

By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

STOCK PLEDGE AGREEMENT

December 31, 1996

Stock Pledge Agreement ("Agreement") between Xxxx Xxxxx ("Xxxxx" or the
"Debtor") and SofTech, Inc., a Massachusetts corporation ("SofTech" or the
"Secured Party").

WHEREAS, the Debtor has today executed and delivered to the Secured Party
his Non-Recourse Promissory Note (the "Note") in the original principal amount
of $110,000; and

WHEREAS, as a condition of making such loan, the Secured Party requires
that the Debtor grant to the Secured Party a security interest in the 135,000
shares of SofTech stock received by the Debtor on December 31, 1996 in the sale
of his shares of Computer Graphics Corporation, an Indiana corporation, to
SofTech as described in Section 1.2 (a) of the Stock Purchase Agreement (the
"Collateral").

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby act and agree
as follows:

1. Grant of Security Interest. As security for the full and timely
satisfaction of the amounts due under the Non-Recourse Promissory Note, the
Debtor hereby grants to the Secured Party a continuing interest in the
Collateral.

2. Further Assurances. The Debtor will from time to time, upon the
Secured Party's request, promptly execute and deliver all such further
instruments and documents, and take all such further action, as may be
necessary or that the Secured Party may reasonably request in order to protect
the security interests granted or intended to be granted hereby or to enable
the Secured Party to enforce its rights and remedies hereunder with respect to
the Collateral.

3. Safekeeping of Collateral. After issuance of the Collateral to
Debtor by SofTech, the Collateral shall be placed in a safe deposit box at a
mutually agreed upon Indiana site which requires two keys to gain access. One
key shall be held by the Debtor and one shall be held by the Secured Party.
SofTech shall bear the cost of such safe deposit box.

4. Liens on Collateral. The Debtor shall not create or suffer to exist
any lien in or on any of the Collateral except liens in favor of the Secured
Party.

5. Sale of All or Part of the Collateral. In the event that the Debtor
wishes to sell all or part of the Collateral, he shall inform the Secured Party
of his intentions in writing. Such shares will be sold through an independent
broker designated by the Debtor and approved by the Secured Party. All net
proceeds shall first be applied against the outstanding balance owed under the
Non-Recourse Promissory Note regardless of whether or not such monies are due
under such Non-Recourse Promissory Note. The independent broker will be
instructed in writing by Debtor as to the proper disbursement of net proceeds
so as to accomplish this repayment and a copy of such instructions will be
provided to the Secured Party. Such instructions shall inform independent
broker of this Agreement, a copy of which shall also be attached to the broker
instructions. Net proceeds received from the sale of the Collateral in excess
of amounts due Secured Party shall be distributed directly from broker to
Debtor.

6. Remedies. If the Debtor fails to comply with the repayment
provisions of the Non-Recourse Promissory Note, the Secured Party can require,
and Debtor shall be obligated to deliver to the Secured Party the Collateral
with stock powers duly executed in blank, together with all such documents as
may be required to effect a valid transfer of Collateral to Secured Party.
Secured Party has no obligation whatsoever to sell such Collateral so
delivered. The Secured Party can opt to retire such shares received in this
manner or may elect to sell such shares at anytime. Any proceeds received by
Secured Party from such a sale will belong entirely to the Secured Party
regardless of amount.

7. Termination. This Agreement shall remain in full force and effect
so long as any amounts are owed under the Non-Recourse Promissory Note. Upon
repayment in full of all outstanding borrowings under such Note, this Agreement
shall immediately terminate. Secured Party shall be obligated to take such
actions as required to deliver Collateral to Debtor as reasonably requested by
Debtor.

8. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of The Commonwealth of Massachusetts,
except that the creation, perfection and enforcement of security interests in
Collateral located in jurisdictions other than Massachusetts which will be
governed by the laws of the respective jurisdictions in which such Collateral
is located.

IN WITNESS WHEREOF, the Debtor and the Secured Party have caused this
Agreement to be executed by their duly authorized representatives as of the
date set forth above.

SOFTECH, INC.

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

DEBTOR

By: /s/ Xxxx Xxxxx
Xxxx Xxxxx

SEPARATION AGREEMENT

In connection with the stock acquisition of Computer Graphics Corporation by
Information Decisions, Inc., and SofTech, Inc. including all its subsidiaries
(collectively the "Company"), and as a material inducement by the Company to
Xxxx Xxxxx ("Employee") to complete the transaction, the Company agrees to the
following Separation Agreement.

Following the acquisition of Computer Graphics by the Company, the Employee
will be due a cash payment in the event his employment is terminated by the
Company for any reason other than fraud or theft. The cash payment due will
serve as severance and notice compensation. The cash payment due is as follows:

Employment termination
----------------------

Within 12 months of transaction $120,000

From 12 to 24 months of transaction 90,000

From 24 to 36 months of transaction 60,000

No payment is due in the event the Employee ends his employment. All other
monies due the Employee for services performed or benefits earned would not be
governed by this separation agreement in the event of termination but would be
governed by Company policy and state and federal law dealing with such matters.
This Agreement addresses severance and notice pay only with regard to this
Employee.

The Company also agrees that the minimum gross monthly compensation to the
Employee during the 36 month period following the transaction will be $10,000
so long as he is employed.

By: /s/ Xxxx Xxxxx
Xxxx Xxxxx

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

SEPARATION AGREEMENT

In connection with the stock acquisition of Computer Graphics Corporation by
Information Decisions, Inc., and SofTech, Inc. including all its subsidiaries
(collectively the "Company"), and as a material inducement by the Company to
Xxxxxxx Xxxxx ("Employee") to complete the transaction, the Company agrees to
the following Separation Agreement.

Employment termination
----------------------

Within 12 months of transaction $60,000

From 12 to 24 months of transaction 45,000

From 24 to 36 months of transaction 30,000

The Company also agrees that the minimum gross monthly compensation to the
Employee during the 36 month period following the transaction will be $5,000 so
long as he is employed.

By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

SEPARATION AGREEMENT

In connection with the stock acquisition of Computer Graphics Corporation by
Information Decisions, Inc., and SofTech, Inc. including all its subsidiaries
(collectively the "Company"), and as a material inducement by the Company to
Xxxxxx Xxxxx ("Employee") to complete the transaction, the Company agrees to
the following Separation Agreement.

Employment termination
----------------------

Within 12 months of transaction $60,000

From 12 to 24 months of transaction 45,000

From 24 to 36 months of transaction 30,000

The Company also agrees that the minimum gross monthly compensation to the
Employee during the 36 month period following the transaction will be $5,000 so
long as he is employed.

By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and entered
into as of December 31, 1996 by and among SofTech, Inc., a Massachusetts
corporation ("SofTech" or the "Company") and Xxxx Xxxxx, Xxxxxxx Xxxxx and
Xxxxxx Xxxxx, the principal stockholders of CGC (collectively, the
"Stockholders").

WHEREAS, the Company is a party to a certain Stock Purchase Agreement
(the "Agreement") dated December 31, 1996 with Stockholders;

WHEREAS, as part of the purchase price for the stock to be acquired
pursuant to the Stock Purchase Agreement, the Company will issue to the
Stockholders 405,000 shares of its Common Stock as Initial Consideration and up
to 210,000 shares of its Common Stock (collectively, the "Shares") as
Additional Consideration in accordance with Sections 1.2 (a) and (b) of the
Stock Purchase Agreement;

WHEREAS, in order to induce the Stockholders to enter into the Stock
Purchase Agreement, the Company has agreed to provide certain registration
rights to the Stockholders with respect to the Shares;

NOW, THEREFORE, the Company and the Stockholders agree as follows:

1.1 Registration on Form S-3. In accordance with Section 5.1 of the
Stock Purchase Agreement, SofTech shall use its best efforts to cause a
registration statement under the Securities Act of 1933, as amended, to be
filed with the Securities and Exchange Commission on Form S-3 (or a
substantially equivalent form) within 90 days of the close of the transaction
and shall use its reasonable best efforts to cause such registration statement
to be declared effective by the SEC as soon as reasonably practicable.

2.1 Period of Effectiveness. The Company agrees to use its reasonable
best efforts to keep the registration statement continuously in effect under
the Securities Act until such time that the required holding period
restrictions for such Shares has elapsed.

3.1 Company's Obligations. The Company shall do the following during
the period in which the registration statement is required to be kept
effective:

(a) Amendments. (i) Prepare and file with the SEC such amendments
to the registration statement as may be required to keep the registration
statement effective for the applicable period; and (ii) respond promptly
to any comments received from the SEC with respect to the registration
statement or any amendment, post-effective amendment or supplement
relating thereto.

(b) Copies of Prospectus. Furnish to Stockholders as many copies
of each applicable Prospectus and such other documents as may reasonably
be requested in order to facilitate the sale or disposition of the
Shares.

(c) State Securities Laws. Take such action as may be necessary
to qualify or register the shares to be sold under the secutrities or
"blue sky" laws of such jurisdictions of the United States as may be
reasonably requested by the Stockholders.

4.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless the Stockholders against any and all loss, liability, claim,
damage or expense whatsoever, other than negotiated settlements which must be
approved by the Company beforehand, as incurred, arising out of any untrue
statement of a material fact contained in the registration statement or
omission of a material fact from the registration statement which results in
expenditures on the part of the Stockholders.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their respective officers thereunto duly authorized as of
December __, 1996.

SofTech, Inc.

By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and CEO

Stockholders

By: /s/ Xxxx Xxxxx
Xxxx Xxxxx
President, CGC

By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx

By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx

Document Metadata

Table of Contents

WITNESSETH

Document Metadata