IntraNet will pay Stonehaven 200,000 shares of its common stock valued at about $5.5 million. As part of the deal, IntraNet Solutions gets 12 RESoft employees, including Mary Henschel, former president of RESoft.

The two publicly held companies were already in a strategic partnership formed last fall, in which IntraNet provided a key component to RESoft's new document-management system. With the sale, Stonehaven officials, who have been selling off real estate holdings to reinvest in the RESoft business, will take until the end of this month to decide what direction they will take their company next, says a spokesman for the company. RESoft intends to continue to operate as a document-management consulting and software development company via the retained IntraNet Expedio licenses and other retained initiatives and by collecting accounts receivable and work-in-process through June 30, 2001.

RESoft has not yet determined whether it willactively seek to expand itsbusiness to increase revenues or how it will use theIntraNet shares or theproceeds represented thereby. The firm may use some ofthe IntraNet shares forgeneral working-capital purposes such as funding existingoperations. Management iscurrently in the process of considering numerousalternatives, including developing and selling future technologyproducts or expandingthrough the acquisition of new technology products.