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





{PAGE}

                               INDEX OF SCHEDULES





Seller Schedule                         Description

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





{PAGE}



                             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

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