AGREEMENT AND PLAN OF MERGER

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         AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),

dated as of January 3, 2002, among COMPUTRAC, INC., a Texas corporation (the

"Company"), ASA INTERNATIONAL LTD., a Delaware corporation (the "Parent"), and

RAINMAKER SOFTWARE, INC., a Delaware corporation and wholly-owned subsidiary of

the Parent (the "Purchaser"); the Company and the Purchaser sometimes being

hereinafter together referred to as the "Constituent Corporations"). Capitalized

terms used herein without definition shall be as defined in Section 10.2.



                                    RECITALS

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         WHEREAS, the respective Boards of Directors of each of the Parent, the

Purchaser and the Company have approved the merger of the Company with and into

the Purchaser (the "Merger") and approved the Merger upon the terms and subject

to the conditions set forth in this Agreement; and



         WHEREAS, the Parent, the Purchaser and the Company intend that the

Merger will qualify as a reorganization under Section 368(a)(1)(A) of the Code,

and desire to make certain representations, warranties, covenants and agreements

in connection with the Merger and also to prescribe various conditions to the

Merger; and



         WHEREAS, as an inducement and a condition to the Parent and the

Purchaser entering into this Agreement, contemporaneously with the execution and

delivery of this Agreement (i) the Company has entered into a management

agreement (the "Management Agreement") with Rainmaker Software, Inc. (the

"Manager") pursuant to which the Manager will manage the business of the Company

beginning effective January 1, 2002, upon the terms and subject to the

conditions set forth in the Management Agreement and (ii) certain stockholders

of the Company (the "Signatory Stockholders") have entered into a Stockholders

Agreement with the Parent and the Purchaser ("Stockholders Agreement"), pursuant

to which the Signatory Stockholders have, among other things, agreed with

respect to the shares of Common Stock, $.01 par value per share (the "Common

Stock") of the Company (the "Shares) owned by such holders (collectively, the

"Signatory Shareholder Shares"), to vote in favor of the Merger, granted to the

Parent a proxy with respect to the voting of the Signatory Stockholder Shares,

and granted to the Parent an option to purchase the Signatory Stockholder

Shares, in each case upon the terms and subject to the conditions set forth in

the Stockholders Agreement; and



         WHEREAS, the Board of Directors of the Company (the "Company's Board"

has approved this Agreement, and the Management Agreement and has determined

that the consideration to be paid for each Share in the Merger is fair to the

holders of such Shares and to recommend that the holders of such Shares approve

this Agreement and the transactions contemplated hereby.



         NOW, THEREFORE, in consideration of the premises, and of the

representations, warranties, covenants and agreements contained herein, the

parties hereto agree as follows:







                                    ARTICLE I



                               THE COMPANY ACTIONS



1.1.   Approval and Recommendation.



         The Company hereby approves of and consents to the Merger and

represents that the Company's Board, at a meeting duly called and held, has,

subject to the terms and conditions set forth herein, (i) determined that this

Agreement and the transactions contemplated hereby, including the Merger, taken

together, are fair to and in the best interests of the Company and its

stockholders (ii) approved this Agreement and the transactions contemplated

hereby, including the Merger, in all respects and such approval constitutes

approval of this Agreement and the Merger for purposes of Articles 5.03 and

13.03 of the Texas Business Corporation Act (the "TBCA"), and (iii) resolved to

recommend that the shareholders of the Company approve and adopt this Agreement

and the Merger; provided, however, that such recommendation and approval may be

withdrawn, modified or amended to the extent provided in Section 6.2(b). The

Company also represents that the Company's Board has reviewed the opinion of

Capital West Securities, Inc., financial advisor to the Company's Board (the

"Financial Advisor"), that, as of the date of this Agreement, the consideration

to be received pursuant to this Agreement is fair to the stockholders of the

Company from a financial point of view (the "Fairness Opinion"). The Company has

been authorized by the Financial Advisor to permit, subject to the prior review

and consent by the Financial Advisor (such consent not to be unreasonably

withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the

Proxy/Registration Statement (as defined below).



                                   ARTICLE II



                       THE MERGER; CLOSING; EFFECTIVE TIME



2.1.   The Merger.  Upon the terms and subject to the conditions set forth in

this Agreement, at the Effective Time (as defined in Section 2.3), the Company

shall be merged with and into the Purchaser and the separate corporate existence

of the Company shall thereupon cease. The Purchaser shall be the surviving

entity in the Merger (sometimes hereinafter referred to as the "Surviving

Corporation") and shall continue to be governed by the laws of the State of

Delaware, and the separate corporate existence of the Purchaser with all its

rights, privileges, immunities, powers and franchises shall continue unaffected

by the Merger, except as set forth in Article III. At the election of the

Parent, to the extent that such action would not cause a failure of a condition

to the Merger, the Merger may be structured so that the Purchaser shall be

merged with and into the Company with the result that the Company shall become

the "Surviving Corporation." The Merger shall have the effects specified in the

Delaware General Corporation Law ("DGCL"). The Parent, as the sole stockholder

of the Purchaser, hereby approves the Merger and this Agreement.



2.2.   Closing.  The closing of the Merger (the "Closing") shall take place

(i) at the offices of Epstein Becker & Green, P.C., 75 State Street, Boston,

Massachusetts 02109 at 9:00 a.m., Boston time, on the first Business Day after

the day on which the last to be fulfilled or waived of the conditions set forth



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in Article VII (other than those conditions that by their nature are to be

satisfied at the Closing, but subject to the satisfaction or waiver of those

conditions) shall be satisfied or waived in accordance with this Agreement or

(ii) at such other place and time and/or on such other date as the Company and

the Parent may agree in writing (the "Closing Date").



2.3.   Effective Time.  As soon as practicable following the Closing, the

Company and the Parent will cause (i) a Certificate of Merger (the "Delaware

Certificate of Merger") to be executed, acknowledged and filed with the

Secretary of State of Delaware as provided in Section 251 of the DGCL, and (ii)

Articles of Merger (the "Texas Articles of Merger") to be executed, acknowledged

and filed with the Texas Secretary of State as provided in Article 5.04 of the

TBCA. The Merger shall become effective at the time when the Delaware

Certificate of Merger has been duly filed with the Secretary of State of

Delaware and the Texas Articles of Merger have been duly filed with the

Secretary of State of Texas (the "Effective Time").



2.4.   Options. At the Effective Time, all the Company Options (as defined

in Section 5.1(b))(whether vested or unvested) that remain unexercised shall be

cancelled and terminated, and shall be of no further force or effect. The

Company agrees that the foregoing treatment of the Company Options will be in

accordance with the terms of the Stock Option Plans (as defined in Section

5.1(b)) or interpretations thereof by the Company's Board.



2.5.   The Company Employee Stock Purchase Plans.  The Company's Board shall

take the following actions with respect to its 1981 and 1995 Employee Stock

Purchase Plans (the "Stock Purchase Plans"): (1) terminate or suspend the Stock

Purchase Plans with respect to all periods after December 31, 2001 (the "Plan

Termination Date") and (2) return to each participant all funds contributed to

the Stock Purchase Plan by such participant which have not been used to purchase

shares of Common Stock as of the Plan Termination Date. Such funds shall be

returned, without interest, as soon as administratively feasible after the Plan

Termination Date.



                                   ARTICLE III



                      CERTIFICATE OF INCORPORATION, BYLAWS

               AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION



3.1.   Certificate of Incorporation.  The certificate of incorporation of the

Purchaser in effect immediately prior to the Effective Time shall be the

certificate of incorporation of the Surviving Corporation (the "Charter"), until

duly amended as provided therein or by applicable Law (as defined in Section

5.1(i)).



3.2.   Bylaws.  The bylaws of the Purchaser in effect at the Effective Time

shall be the bylaws of the Surviving Corporation (the "Bylaws"), until

thereafter amended as provided therein or by applicable Law.



3.3.   Board of Directors and Officers.  The board of directors and the officers

of the Purchaser at the Effective Time shall, from and after the Effective Time,

be the board of directors and the officers of the Surviving Corporation until

their successors have been duly elected or appointed and qualified or until

their earlier resignation or removal in accordance with the Charter and Bylaws.



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                                   ARTICLE IV



               EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF

                      CERTIFICATES FOR MERGER CONSIDERATION



4.1.  Effect on Capital Stock. At the Effective Time, as a result of the Merger

and without any action on the part of the holder of any Capital Stock of the

Company:



(a)   The Purchaser.  The sole issued and outstanding capital stock of the

Purchaser shall remain outstanding and constitute the sole capital stock of the

Surviving Corporation.



(b)   Conversion of Shares.  Each issued and outstanding Share immediately prior

to the Effective Time, including each Option Share, other than a Dissenting

Share or an Excluded Share, each as hereinafter defined, is sometimes referred

to as a "Participating Share." Each Participating Share shall be cancelled and

converted into the right to receive, subject to the terms and conditions of this

Agreement, a pro rata share of the Merger Consideration (as defined in Section

4.2(a)) payable to the holder thereof, without interest thereon, upon the

surrender of the certificate formerly representing such Participating Share

"Certificates", less any required withholding of taxes. "Excluded Share" shall

mean a Share owned by the Parent or the Purchaser or any wholly-owned subsidiary

thereof at the Effective Time.



(c)   Treasury Shares.  Each Share held in the treasury of the Company, or any

direct or indirect wholly-owned subsidiary of the Company, immediately prior to

the Effective Time shall by virtue of the Merger and without any action on the

part of the holder thereof, cease to be outstanding, be canceled and retired

without payment of any consideration therefor and cease to exist.



(d)   Excluded Shares.  Each Excluded Share shall by virtue of the Merger and

without any action on the part of the holder thereof, cease to be outstanding,

be canceled and retired without payment of any consideration therefor and cease

to exist and shall not be converted into the right to receive the Merger

Consideration.



(e)   Company Options.  At the Effective Time, each outstanding Company Option

(as defined in Section 5.1(b)) as to which the holder has delivered no later

than one (1) business day prior to the Closing Date a duly executed Option

Exercise Agreement in form and substance reasonably satisfactory to the Company

and the Purchaser, shall be exercised as of the Effective Time pursuant to and

in accordance with the terms of the applicable Option Exercise Agreement and

each Share issuable upon the exercise of such Company Option (an "Option Share")

shall be deemed to have been issued and outstanding immediately prior to the

Effective Time and to constitute a Participating Share for purposes of this

Agreement. All the Company Options that are not exercised prior to the Effective

Time shall be cancelled as of the Effective Time.



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4.2.   Exchange of Certificates for Payment.



(a)   Exchange Agent.  As of the Effective Time, the Parent shall deposit, or

shall cause to be deposited, with an exchange agent selected by the Parent and

acceptable to the Company in its reasonable discretion (the "Exchange Agent"),

for the benefit of the holders of Shares, the merger consideration (the "Merger

Consideration"), which shall consist of



     (i)  1,370,679 shares of Common Stock, $.01 par value per share, of the

     Parent ("ASA Common Stock"), plus



     (ii) cash in an aggregate amount to be determined by the following formula:



          (A) The amount of cash and marketable securities of the Company as of

          the close of business on December 31, 2001 plus an amount equal to the

          aggregate exercise price for all Company Options exercised after

          December 31, 2001; less



          (B) The sum of the following items:



               (1)  The unpaid amount of the Margolis Note (as defined in

                    Section 9.1);



               (2)  The unpaid portion of a reserve for severance compensation

                    payable to one employee in the aggregate amount of $33,605

                    as set forth in the Management Agreement;



               (3)  An amount equal to $16,500 for prepaid annual maintenance

                    (to the extent such amount was not previously delivered to

                    the Manager pursuant to the Management Agreement);



               (4)  An amount equal to all unpaid legal, accounting, financial

                    advisory, printing, mailing and other expenses incurred by

                    the Company in connection with the Merger and the

                    transactions contemplated by this Agreement ("Transaction

                    Expenses");



               (5)  The sum of $349,000 (to the extent such amount was not

                    previously delivered to the Manager pursuant to the

                    Management Agreement);



               (6)  The amount equal to the premium for the Tail Policy to be

                    purchased by the Company; and



               (7)  Any other amounts required to be paid by the Company

                    pursuant to this Agreement or the Management Agreement.



The Merger Consideration shall be paid pursuant to Section 4.1(b) in exchange

for outstanding Shares upon due surrender of the Certificates (or affidavits of

loss in lieu thereof) pursuant to the provisions of this Article IV (such shares

and cash, so when deposited with the Exchange Agent, together with any cash

delivered pursuant to Section 4.2(b) in lieu of fractional shares, being

hereinafter referred to as the "Merger Fund").



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(b)   Exchange Procedures.  Promptly after the Effective Time, the Surviving

Corporation shall cause the Exchange Agent to mail to each holder of record of

Shares (other than holders of Excluded Shares) (i) a letter of transmittal

(which shall, among other matters, specify that delivery of the Certificates

shall be effected, and risk of loss and title to the Certificates shall pass,

only upon actual receipt of the Certificates (or affidavits of loss in lieu

thereof) by the Exchange Agent) and (ii) instructions for use in effecting the

surrender of the Certificates in exchange for the Merger Consideration due and

payable to such holder. Upon surrender of a Certificate for cancellation to the

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