ASSET PURCHASE AGREEMENT





                                  BY AND AMONG





                             POWERCERV CORPORATION,





                       POWERCERV TECHNOLOGIES CORPORATION





                              PCV ACQUISITION, INC





                                       AND





                             ASA INTERNATIONAL, LTD.











                           Dated as of October 1, 2002









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                                INDEX OF EXHIBITS







Exhibit                  Description

---------                -----------



Exhibit A                Form of Promissory Note



Exhibit B                Form of Instrument of Assumption of Liabilities



Exhibit C                Bill of Sale and General Assignment of Seller Assets



Exhibit D                Trademark Assignment



Exhibit E                Copyright Assignment



Exhibit F                Non-Competition Agreement











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                               INDEX OF SCHEDULES







Seller Schedule                Description

---------------                -----------

























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                            ASSET PURCHASE AGREEMENT





     This ASSET PURCHASE AGREEMENT (the or this "Agreement") is made and entered

into as of  October  1, 2002 by and  among PCV  Acquisition,  Inc.,  a  Delaware

corporation   ("Buyer");    PowerCerv   Corporation,   a   Florida   corporation

("PowerCerv");  PowerCerv  Technologies  Corporation,  a Florida Corporation and

wholly-owned  subsidiary  of PowerCerv  (the  "Subsidiary",  and  together  with

PowerCerv, the "Seller"); and ASA International Ltd., a Delaware Corporation and

the sole Stockholder of Buyer ("ASA").





                                    RECITALS





     A.   The Boards of Directors  of each of Seller and Buyer  believe it is in

          the best  interests  of each company and its  respective  stockholders

          that Buyer acquire certain of the assets of, and assume certain of the

          liabilities of, Seller (the "Acquisition").





     B.   Seller is engaged in the business of designing, developing, licensing,

          supporting,   maintaining,  selling  and  marketing  and  implementing

          software primarily for manufacturing companies (the "Business").





     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and

representations set forth herein, and for other good and valuable consideration,

the parties agree as follows:





                                    ARTICLE I

                                 THE ACQUISITION



     1.1  Purchase of Assets.



     (a) Purchase and Sale of Assets. On the terms and subject to the conditions

set forth in this  Agreement,  Seller will sell,  convey,  transfer,  assign and

deliver to Buyer, and Buyer will purchase and acquire from Seller on the Closing

Date (as defined in Section 1.5), all of Seller's rights,  title and interest in

and to all of the assets of Seller  (collectively  the "Seller Assets") free and

clear of all  liens,  pledges,  charges,  claims,  security  interests  or other

encumbrances of any sort  (collectively,  "Liens"),  (excluding  Liens listed on

Schedule 2.7), including without limitation,  the following (provided,  however,

that the Seller  Assets  shall not  include  those  assets set forth on Schedule

1.1(b)):





          (i)  All  rights,  title  and  interest  in and to  (a)  the  software

designed,  developed,  maintained,  implemented,  supported, licensed or sold by

Seller  (including  but not limited to ERP Plus,  eSeries  and their  respective

components),  including all released and unreleased  source code and object code

versions  thereof  and all  related  documentation  and  development  notes (the

"Software"),  and  (b) all  other  intellectual  property  of  Seller  including

databases,  market  information,   research  and  development,  patents,  patent

applications,  copyrights,  copyright registration applications,  trademarks and

service marks and related applications,  trade names, trade secrets, proprietary

information,  technology rights and licenses,  proprietary rights and processes,

know-how,   research  and  development  in  progress,  and  any  and  all  other

intellectual  property  including,  without  limitation,  all  things  authored,

discovered, developed, made, perfected, improved, designed, engineered, devised,

acquired,  produced,  conceived or first reduced to practice by Seller,  or that

are relevant to an understanding or to the development of the Business or to the

performance  by the  products of the  Business of their  intended  functions  or

purposes, whether tangible or intangible, in any stage of development, including

without limitation enhancements, designs, technology, improvements,  inventions,

works of authorship,  formulas, processes,  routines,  subroutines,  techniques,

concepts,  object  code,  flow charts,  diagrams,  coding  sheets,  source code,

listings and annotations,  programmers'  notes,  information,  work papers, work

product and other materials of any types whatsoever,  and all rights of any kind

in or to any of the foregoing  (collectively,  with the Software,  "Intellectual

Property");





          (ii) All rights,  title and interest in and to all  end-user  software

licenses (any such contracts to be listed on Schedule 1.1(a)(ii) and to be

referred to the "License  Agreements") sold by Seller in connection with the use

of  the  Software;  provided,  however,  that  pursuant  to the  Purchase  Price

Adjustment  Notice  (as  defined  in  Section  1.3),  Buyer  may,  in  its  sole

discretion,  reject any such License  Agreements,  in which event such  rejected

License  Agreements  shall  constitute  Excluded  Assets (as  defined in Section

1.1(b)).





          (iii) All  rights,  title and  interest  in and to any  contracts  for

maintenance in connection  with the Software (any such contracts to be listed on

Schedule  1.1(a)(iii)  and to be referred to as the  "Maintenance  Agreements");

provided,  however, that pursuant to the Purchase Price Adjustment Notice, Buyer

may, in its sole discretion,  reject any such Maintenance  Agreements,  in which

event such rejected Maintenance Agreements shall constitute Excluded Assets.





          (iv) All  rights,  title  and  interest  in and to any  contracts  for

implementation  of  the  Software  whether  arising  from  License   Agreements,

statements of work, purchase orders, work or services orders or other agreements

(any such contracts to be listed on Schedule 1.1(a)(iv) and to be referred to as

the  "Implementation  Agreements");  provided,  however,  that  pursuant  to the

Purchase Price Adjustment Notice, Buyer may, in its sole discretion,  reject any

such  Implementation  Agreements,  in  which  event  such  rejected  Maintenance

Agreements shall constitute Excluded Assets.





          (v) The right,  but not the  obligation,  to employ all  employees  of

Seller on the Closing Date;



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          (vi) All accounts receivable, notes receivable and interest receivable

of  Seller  which  are  outstanding  as  of  the  Closing  Date  (the  "Accounts

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